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HomeMy WebLinkAboutStaff Report 229_09TO: HONORABLE CITY COUNCIL FROM: CITY MANAGER DEPARTMENT: UTILITIES DATE: MAY 18,2009 CMR: 229:09 REPORT TYPE: CONSENT SUBJECT: Approval of Two Utilities Public Benefit Contracts for up to Three Years with Enovity, Inc. and National Resources Management, Inc. in the Total Amount Not to Exceed $1,796,250 for Administration and Delivery of Third Party Energy Efficiency Programs RECOMMENDATION Staff recommends that City Council: 1. Approve and authorize the City Manager or his designee to execute the attached contract with Enovity for the Commercial and Industrial Energy Efficiency Program; 2. Authorize the City Manager or his designee to extend the contract annually for up to two additional years, subject to Council approval of sufficient funds; 3. Approve and authorize the City Manager or his designee to execute the attached contract with National Resource Management for a Commercial Express Refrigeration Efficiency Program; and 4. Authorize the City Manager or his designee to extend each contract annually for up to two additional years, subject to Council approval of sufficient funds. BACKGROUND The Long-term Electric Acquisition Plan (LEAP) objectives and guidelines set the direction for staff in planning and managing the electric supply portfolio, including the use of cost-effective efficiency as energy resources. Council approved the LEAP Objectives and Guidelines in 2001 and 2002 (CMR:425:01 and CMR:398:02). Staff updates the Council at least annually on progress in implementing LEAP. The LEAP implementation tasks were most recently updated in March 2007 (CMR:158:07). In addition, the City's Ten-Year Energy Efficiency Portfolio Plan, approved by Council in April 2007 (CMR:216:07) identifies and sets high goals for gas and electric conservation and efficiency programs. The State Legislature has also enacted an update to California's Public Resources Code through Assembly Bill 2021 (AB 2021, enacted in September 2006), which requires publicly-owned utilities to set goals for energy efficiency results and implement and fund third party measurement and verification of the results of these programs. The proposed contracts are intended to meet the state and local requirements by enhancing our energy efficiency programs. CMR: 229:09 Page 1 of4 DISCUSSION In January 2009, the City issued a Request for Proposals (RFP) seeking responses from organizations interested in providing third party energy efficiency programs. An evaluation committee of City of Palo Alto Utilities staff members reviewed the proposals. Respondents were specifically required to present proposals that were not duplicative of current, ongoing customer programs. The committee carefully reviewed the firms' qualifications and submittals in response to the criteria identified in the RFP. A number ofthe proposals were found to be non- compliant because they either duplicated ongoing programs or provided proposals that were not for third party energy efficiency programs. The committee evaluated the firms based on six main criteria consisting of: quality of service proposed, cost, location of the vendor, qualifications of the consultant, experience, and the financial capability of the company to deliver the services requested in the RFP. S ummarvo o lei a Ion fS r 't f P rocess Proposal Description/Number Third-Party Energy Efficiency Progr<lllls, RFP Number 130404 Proposed Length of Project 36 months Number of Proposals Received: 8 Points Company Name Location (City, State) Type of Program Out of 200 Possible 1. Enovity San Francisco, CA Large Business Efficiency--Controls, 193 -------~------------------------------------------------------------------------------------------J~~E.!!!'L~~_~_~§9~!PE..1.~.!1!J~!?!J!g~J:LIJE2 _______ --------------------Proposal Amount Submitted $498,750 annually 2. National Resource Management Canton, MA (with Express Refrigeration Program for 185 Union City, CA office Stores, Restaurants, and Cold Storage _~~!ty_~!i!!g_~~~)j£~~) ______ Facilities ----------------------------------------------------------------------------------------------------------------------------Proposal Amount Submitted $250,000 (modified scope to $100,000 annually) I _1: ___ ~Y-~~i!?!~~_§~gJ_IJ_~_~I!!1.g ________________ _ ~.<?~J_~_~!.t_~Q. ___________________ Data ResearchIPresentation Tool _______ Q_t~s:L ----------------------~~-~~"-----------------------------------------Proposal Amount Submitted i $59,000 NON-COMPLIANT _~: __ ~£.<?~S::!?E_~~!!~!1.g __________________________ ~X.<?!!!-~~~-, __ Q.~ __________________ _ C°Il!PI~~_~~~_~~I_~~!?1[~~ ____________________________ 103 --------------------. Proposal Amount Submitted ! $750,000 _~: ___ ~_!I.l!l.~] __ ~~}£~] __ IJ.~!.~ _______________________ _!'.~!.<?_~!!.<?~_f~ ________________ _H_Y_~_g_A~~}_!~!Ret.r..<?£.<?~~L~i.<?!!!!!g __________ 147 Proposal Amount Submitted $278,980 Determined to be Repetitive Pro2ram 6. Resource Solutions Group HalfMoon Bay, CA Energy Audits for SchoolslPublic O(NC) --------------------------------------------------------0-------------------------------------J~~t~Q!!!gL ____________________________________________________ --------------------Proposal Amount Submitted $235,000 DeterminedJo be Repetitive Pr02ram 7. Mazzetti & Associates San Francisco, CA Solar Thermal Program O(NC) _f~~~~!!i~.s __________________________________________ _ _____ M ___________________________ -----------------------------------------------------------------------------------Proposal Amount Submitted No total cost; only Determined to be Repetitive Program hourly rates ~: __ ~~~g~!!_~~!!~_~!!!!!S _____________________ X~!!l_i!_E~]_g_~ __________________ Measurement & Verification _ ____ ~~_9_ ----------------------~-----------------------------------------------Proposal Amount Submitted $244,500 Determined to be Repetitive Program CMR: 229:09 Page 2 of4 Enovity and National Resource Management were selected for third party energy efficiency programs based on their expertise with delivery of commercial and industrial efficiency programs. Programs will be delivered by the consultants in the following areas: (1) Enovity: Large business efficiency program implementation for controls, repair of equipment, and adding new efficient equipment (not inclusive of lighting, which is already addressed by a 3rd party energy efficiency program in Palo Alto); and (2) National Resource Management: Express Refrigeration Program for Stores, Restaurants, and Cold Storage Facilities RESOURCE IMPACT The total budget impact by fiscal year is shown below: .' .. Total Contractor Year 1 Year 2 Year 3 Contract Not ... to": E~cee.J Contract ' . '. >~, " Estimate Enovity $498,750 $498,750 $498,750 .' Sl,49(),250 " c ;:~ " Per Year National .. ' " .. Resource $100,000 $100,000 $100,000 < ·····5300,000 ~ .. -,-:"... -Management : :.: .'" ' Total 5600,000 5600,000 $600,000 ,,' $1,796,250 These costs include funds from both the Electric and Gas Funds. Contract funding for Fiscal Year 08/09 is included in the Electric and Gas Fund budgets for Public Benefit Programs and Resource Management. Funds for subsequent years will be subject to appropriation of funds in subsequent budgets and will be subject to Council's approval. Contract costs will include program development, implementation, and some energy incentives payments. POLICY IMPLICATIONS The proposed contracts support the Council-approved Gas Utility Long-Term Plan, the Ten-year Energy Efficiency Portfolio Plan, and the Long-term Electric Acquisition Plan. Implementation of efficiency programs supports greenhouse gas reduction goals identified in the Palo Alto Climate Protection Plan and in the California Global Warming Solutions Act of 2006 (AB 32). ENVIRONMENTAL REVIEW The provision of these services do not constitute a project pursuant to Section 21065 of the California Public Resources Code, thus no environmental review under CEQA is required. C:NIR: 229:09 Page 3 of4 ATTACHMENTS A. B. DEPARTMENT APPROVAL: CITY MANAGER APPROVAL: CMR: 229:09 Assistant Director, Utilities Director, Utilities Page 4 of4 ATTACHMENT A CITY OF PALO ALTO CONTR-\CT :'f0. C09130404A AGREEMENT BET\VEEN THE CITY OF PALO ALTO AND ENOVITY, INC. FOR PROFESS10NAL SERVICES (COMMERlCAL A~l) .I}.T)USTRlAL ENERGY EFFICIENCY PROGRA.vI) This AGREEMENT is entered into , by and between the CITY OF PALO ALTO, a charter city and a municipal corporation of the State of California ("CITY"), and ENOVITY, INC., a California corporation, located at 100 Montgomery Street, Suite 600, San Francisco, CA 941 04 ("CONSULTANT"). RECITALS The following recitals are a substantive portion of this Agreement. A. CITY intends to evaluate existing energy programs ("Project") and desires to engage a consultant to provide evaluation, measurement and verification, demand reduction; and third party energy efficiency in connection with the Project ("Services"). B. CONSULT ANT has represented that it has the necessary professional expertise, qualifications, and capability, and all required licenses and/or certifications to provide the Services. C. CITY in reliance on these representations desires to engage CONSULTANT to provide the Services as more fully described in Exhibit "A", attached to and made a part oft11is Agreement. NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, this Agreement, the parties agree: AGREEMENT SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described in Exhibit "A" in accordance with the terms and conditions contained in this Agreement. The perfomlance of all Services shall be to the reasonable satisfaction of CITY. SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through completion of the services in accordance with the Schedule of Performance attached as Exhibit "B" unless terminated earlier pursuant to Section 19 ofthis Agreement. SECTION 3. SCHEDULE OF PERFORt~ANCE. Time is ofthe essence in the performance of Services under this Agreement. CONSULT ANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit "B", attached to and made a prut of this Agreement. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT. CITY's agreement to extend the term or the schedule for performance shall not preclude recovery of damages 090413 Professional Services Revised 10/18/07 SECT10'J 4. NOT TO EXC[EP CCr\1P'E:·;SATI00'. for professional sen-ices at1c. reimc.ur3:::b1e expe::1ses, shall not ex seed Fou:-H;.,r:dred :-';ine[y . Thousand Seven Hundred Fifty Dollars per year ($498,750 per year) for a potential three years. The applicable rates and schedule of payment are set out in Exhibit "C", entitled "COr ..... fPENSATION," which is attached to and made a part of this Agreement. Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit "C". CONSULT i\..:."',JT shall not receive any compensation for Additional Sen'ices perfonued without the prior written authorization of CITY. Additional Services shall mean any \-'lork that is detennined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described in Exhibit "A". SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the services perfonned and the applicable charges (including an identification of personnel who performed the services, hours worked, hourly rates, and reimbursable expenses), based upon the CONSULTANT's billing rates (set forth in Exhibit "C"). Ifapplicable, the invoice shall also describe the percentage of completion of each task. The infonnation in CONSULTA.~T's payment requests shall be subjectto verification by CITY. CONSULTANT shall send all invoices to the City's proj ect manager at the address specified in Section 13 below. The City will generally process and pay invoices within thirty (30) days of receipt. SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be performed by CONSULT ANT or under CONSULT ANT's supervision. CONSULT .ANT represents that it possesses the professional and technical personnel necessary to perfonn the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subconsultants, ifpennitted, have and shall maintain during the tenn of this Agreement all licenses, penuits, qualifications, insurance and approvals of whatever nature that are legally required to perfonn the Services. All of the services to be filrnished by CONSULT'ANT uncler this agreement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. SECTION7. COMPLIANCE WITf{LA\VS. CONSULTANT shall keep itselfinfonned of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the perfonnance of the Services or those engaged to perform Services under this Agreement. CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services. SECTION 8. ERRORS/OMISStONS. CONSULTANT shall correct, at no cost to CITY, any and all errors, omissions, or ambiguities in the work product submitted to CITY, provided CITY gives notice to CONSULT ANT. If CONSULTANT has prepared plans and specifications or other design 2 0904::: Professional Services Revised 10/18/07 GOCIlr:J.·::~ts to constrt:ctt:1e Prc,jeC[, CO~I or .. :.issions or ar{lbig~.li~ies C.iscO\l,erf~,t2 S~CTION 9, COST ESTDIXfES. I.::' this Agreesent pertain;:; to the of a . werks proj ect, CONSULT Ai'iT shall submit estimates of probab Ie construction costs at eac!} phase of design submittal. If the total estimated constmction cost at any submittal exceeds ten percent (10%) of the CITY's stated construction budget, CONSULT.;:\l"l'T shall make recorr'.Jnendations to the CITY for aligning the PROJECT design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to CITY. SECTION 10. INDEPENDENT CONTRt\CTOR It is understood and agreed that in performing the Services under this Agreement CONSULTANT, and any person employed byor contracted with CONSULTA...NT to furnish labor and/or materials under this Agreement, shall act as and be an independent contractor and not an agent or employee of the CITY. SECTION 11. ASSIGN::VIENT. The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the perfonnance of any of CONSULTANT's obligations hereunder wi thout the prior wri tten consent 0 f the city manager. Consent to one assignment will not be deemed to be consent to any subsequent assignment. Any assignment made without the approval of the city manager will be void. CONS UL T ANT shall no t subcontract any portion 0 f the work: to be perfomled under this Agreement without the prior written authorization of the city manager or designee. CONSULTANT shall be responsible for directing the work of any subconsultants and for any compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a subconsul!C\.nL CONSULTANT shall Ch811['Je or Hdd sllbconsulta.ils with the pric))' approval of th.e city manager or his designee. SECTION 13. PROJECT lVIANAGElVIENT. CONSULTAl'l'TwillassignLoriMalkasian as the project director to have supervisory responsibility for the perfonnance, progress, and execution of the Services to represent CONSULTANT during the day-to-day work on the Project If circumstances cause the substitution of the project director, project coordinator, or any other key personnel for any reason, the appointment of a substitute project director and the assignment of any key new or replacement persOlmel will be subject to the prior written approval ofthe CITY's project manager. CONSULTANT, at CITY's request, shall promptly remove personnel who CITY fl11ds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property. The City's project manager is Joyce Kinnear, Utilities Department, Marketing Division, 250 Hamilton Avenue, Palo Alto, CA 94303, Telephone: 650-329-2652. The project manager will be 3 09042 Professional Ser~ices Revised 10/18/07 v;ithout limitation, \-vrirings, dr:r'~;i:1gs, plans, reports, spe'.::ific:ltiorrs, c;;:lCt:bt~or.s, documents, other materials and copyright interests developed under thIS Agreement shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTA,l"IT agrees that all copyrights which arise from creation of the work pursuant to this Agreement shall be vested in CITY, and CONSULTAt"\,jT waives and relinquishes all claims to copyright or other intellectual property rights in favor ofthe CITY. Neither CONSULTA1'\TT nor its contractors, if any, shall make any of such materials available to any individual or organization \vithout the prior written approval of the City Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of work. SECTION 15. AUDITS. CONSULT ANT will permit CITY to audit, at any reasonable time during the term of this Agreement and for three (3) years thereafter, CONSl.JLTANT's records pertaining to matters covered by this Agreement. CONSULTANT further agrees to maintain and retain such records for at least three (3) years after the expiration or earlier termination of this Agreement. SECTION 16. INDEMNITY. 16.1. To the fullest extent permitted by law, CONSULTANT shall protect, indemnify, defend and hold harmless CITY, its Councilmcmbers, officers, employees and agents (each an "Indemnified Party") from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorneys fees, experts fees, court costs and disbursements ("Claims") resulting from, arising out of or in any manner related to performance or nonperfonnance by CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party_ 16.2. Notwithstanding the abovG, nothing in this Section 16 sh,il] be construed to rcqtlirc CONSULTANT to indcnmiry an Indemnified Party from Claims arising frOll1 the active negligence, sole negligence or willful misconduct of an Inderrlllified Party. 16.3. The acceptance of CONSULTANT's services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement. §ECTIO~ 17. 'VAIV~. The waiver by either party of any breach or violation of any covenant, term, condition or provision ofthis Agreement, or of the provisions of any ordinance or law, will not be deemed to be a waiver of any other telm, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation ofthe same or of any other term, covenant, condition, provision, ordinance or law. Professional Services Revised 10/18/07 4 09042 and tll~~ terrr.:. 0 f this _ cost tlJ.e CONSULT}.'...?'·rT and its cC!1tmctors,' any, 3hJ.~1 obcain a policy enccr:;·.;mert r:ami::g additional inSlll'ed under any general hability or automobile policy or policies. .i as a!1 18.2. All insurance coverage required hereunder shall be provided through carriers with AJ.\iI Best's Kev Rating Guide ratings of A-:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the tenn of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above. 18.3. Certificates evidencing such insurance shall be filed with CITY concurrently with the execution ofthis Agreement. The certificates will be subject to the approval of CITY's Risk Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days' prior written notice of the cancellation or modification, CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY's Purchasing Manager during the entire term of this Agreement. 18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT's liability hereunder nor to fulfill the indem.l1ification provisions of this Agreement Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired. SECTION 19. TERlVIINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 19.1. The J.mmilgcr may sllspcnd the pcrfonn:mc.c ofthG ill whole 0' ill parI, or temlinatc 1his Agreement, with. or without cause, by gjving ten (10) days prior written Il.olice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will immediately discontinue its performance of the Services. 19.2. CONSULT ANT may terminate this Agreement or suspend its performance of the Services by giving thirty (30) days prior written notice thereof to CITY, but only in the event ofa substantial failure of perf01111ance by CITY. 19.3. Upon such suspension or termination, CONSULTANT shall deliver to the City Manager immediately any and all copies of studies, sketches, drawings, computations, and other data, whether or not completed, prepared by CONSULTANT or its contractors, if any, or gi ven to CONSULT A.NT or its contractors, if any, in connection with this Agreement Such materials will become the property of CITY. 5 09042 Professional services Revised 10/lS/07 CITY will obligated to comper:sate COSSTJ"I-T orily [,::1' t:1a~ por.io!!. COSSu-' ... :T services whic~l are of direct and imr . .1ediate benefit to CITY as suet determination be made by the City Manager acting III the reasonable exercise ofhislher discretion 19.5. No payment, partial payment, acceptance, or partial acceptance by CITY \vill operate as a waiver on the part of CITY of any of its rights under this Agreement. SECTION 20. NOTICES. All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: To CITY: Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 "With a copy to the Purchasing Manager ToCONSULTAt"l"T: Attention of the project director at the address of CONSULTANT recited above ~_ECTION 21. CONFLICT OF INTEREST. 21.1. In accepting this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services. ? 1.7.. CONSULTANT further covenants 1h~:1, in the pcrformanee ofthisAgrccrnent, it ,,,,ill not employ subconsultants, contractors or persons having such an interest. CONSULTANT celiifies that no person who has orwill have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State ofCalifomia. 21.3. If the Proj ect Manager determines that CONSULT AL"JT is a "Consultant" as that tenn is defined by the Regulations ofthe Fair Political Practices Commission, CONSULTANT shall be required and agrees to file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act. SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, CONSULTANT certifies that in the performance of thIS Agreement, it shall not discriminate in the employment of any person because of the race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, 6 09042 Professional Services Revised 10/18/07 CITY alld set tor::l: in SECTIO~ 23. MISCELLANEOUS PROVISIONS. 23.1. This Agreement will be governed by the laws of the State of California. 23.2. In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of Santa Clara, State of California. 23.3. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys' fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys' fees paid to third parties. 3.4. This document represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, and contracts, either written or oral. This document may be amended only by a written insL.-ument, vvhich is signed by the parties. 23.5. The covenants, terms, conditions and provisions ofthis Agreemcntwil1 apply to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants of the parties. 23.6. If a court of competent jurisdiction finds or rules that any provision of this Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this Agreement and any amendments thereto will remain in full force and effect. 2~L7. All exhibits referred to this Agreement amI 2n)' addenda, append attachments, and schedules to this Agreement which, from time to time, may be rcfen'cd to in any duly executed amendment hereto are by such reference incorporated in this Agreement and will be deemed to be a part of this Agreement. 23.8. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Agreement will termmate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion ofthe fiscal year and funds for this Agreement are no longer availabJe. This Section 23.8 sha 11 take precedence in the event of a conflict with any other covenant, teml, condition, or provision of this Agreement. 23.9. The individuals executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. Professional Services Revised 10/18/07 7 09042 CITY OF PALO ALTO ENOVITY, INC. Deputy City Manager By: 6,~cltn ~- APPROVED AS TO FOR.t\1: Title: ~,\;.,\( 1M L Senior Asst. City Attorney APPROVED: Director of Administrative Services Attachments: EXHIBIT "A": EXHIBIT "B": EXHIBIT "C": EXHIBIT "D": EXHIBIT "E": 09042 SCOPE OF WORK SCHEDULE OF PERFOR.t\t[ANCE COMPENSATION INSURANCE REQUIREMENTS CERTIFICATION OF NONDISCRIMINATION 8 Professional Services Revised 10/1S/07 ". ~.1 ??:;f~, ;:,.~~",.~ .~ ~ -r~ 1.1 OVERV1E'YV The C~ty cf Paio ,~:ta Ccmrnerc~a! and ;nclustri~i Ef':sr:;;y Efficfe~c~! Prol;;ram (P~cgr2rn) is an ince:~tiv9 program to encc:urage commercial and industrial seCLOr customers to optimize bu:!din£j energy performance through implementation of builc!ing system infrastructure improvements, boiler energy efficiency upgrades, HVAC system improvements and controls tune-up measures. The City of Palo A:to Municipal Utility District supplies electricity. gas and water to its customers. The program targets gas and electrical savings. The Program shall begin May 1, 2009 and run through December 31, 20'11. 1.2 TARGET MARKET The Program is targeted to commercial and industrial customers in the government, institutional and private sectors within the City of Palo Alto Municipal Utility District. Buildings will include State, local government, colleges and schools and private office buildings; high tech facilities; manufacturing facilities (may be limited in City of Palo Alto); lab buildings; retail buildings; hospitality buildings (hotels and resorts), and hospitals. The minimum building size is targeted at greater than 30,000 square feet, with an average candidate size of around 50,000 square feet, and no limit on maximum building size. 1.3 ENERGY SAVINGS TARGETS The energy savings targets for Years 2009, 2010 and 2011 are provided in Table 1.1. The Program shall operate on gross energy savings. This includes tracking, reporting, incentives, and performance payments. Table 1.1 Program Energy Saving Targets -------- Gross kW Gross kWh Gross Therms 2009·11 Tota! 513 7,410,000 216,600 2009 77 1,111,500 32,490 2010 205 2,964,000 86,640 ..... . .---'~~ ~. -.-.--... ........ : ...... ..... .,,'_. i 2011 231 3,334,500 97,470 1.4 SCOPE OF ENERGY EFFiCIENCY PROJECTS The Program shall focus on HVAC, process (including compressed air and steam), controls, domestic hot water, lighting controls, and lighting retrofit energy efficiency projects. Existing HVAC, controls and lighting systems shall be re-commissioned and optimized, and more energy efficient equipment will be installed. For larger buildings where Building Automation Systems (BAS) that incorporate Direct Digital Controls (DOC) are already installed, the facility shall be evaluated to determine if it is suitable for the installation of a fault diagnostic tool SUcil as Performance and Continuous Re-commissioning Analysis Tool (PACRAT); if a site is suitable the Program shall work with the customer to install the tool. A fault diagnostic tool alerts the building operator to poor HVAC system performance and allows for fast correction of system deficiencies and longer perSistence of energy savings. ©2009 Enovity Inc. All Rights Reserved 3 E ;('''' I:: i t .~\ --------.~-------.. ~--- ., He-enable cperat:on of air-sice economizer (ar,c] assoc:3tec camper.:;) and im;:;)ernent optimal differential economizer control (ccmpai8 outside air to return air) • Eliminate unnecessary or simultaneous heating or cooling • Eliminate! reduce boiler staging $ Burner tune-up or linkage repair! replacement .. Replace, relocate or calibrate temperature sensors .. Multi-zone! dual-duct air handler hot deck and cold deck temperature reset based on worst case zone • VAV air handler static pressure reset based on zone demand • VA V air handler supply air temperature adjustments and!or reset .. Lower the VAV box and!or air handler minimum air flow settings • Repair faulty or failed VAV box controls .. Implement night-time or unoccupied mode temperature reset if equipment can be scheduled off • Adjust HVAC equipment start-stop schedules and operating times to match occupancy .. Schedule exhaust fans that currently operate continuously <II Add optimum start control .. Re-enable air handler morning warm-up control .. Tune control loop PIO parameters! reduce control loop hunting • Install new sensors for improved control • Improve return fan VFO control (track to supply fan or control building static pressure) .. Reset CHW supply temperature a Reset CW supply temperature (either approach to wet-bulb reset or optimal fan-chiller reset strategy) .. Reset HW supply temperature • Optimize compressed air systems .. Boiler-HW system cut-off based on outside air temperature .. Implement demand side ventilation control and/or reduce ventilation if excessive. • Operate multiple pump VFDs versus single pump VFD at less than design system flow and head • Adjust lighting schedules to match occupancy • Over-pump chillers to improve chiller loading for low delta-T systems .. Optimize I improve chiller staging ,; Re-enable 01" expand 11ydronic economizer p!ate·alld·fr2!Tl8 l"leal exc:hanoer Hardware Repair ., Repair leaking air dampers .. Repair hot water or steam leaks .. Repair or replace damaged actuators • Repair leaks on compressed air systems .. Repair leaking cooling or heating coil valves .. Reconfigure air handler duct work to reduce fan static and/or improve air mixing and!or economizer operation iii Repair control loop for pump or fan speed control .. Repair! replace failed fan or pump VFOs .. Correct static pressure problems or diagnose VFOs operating at 100% -resolve air balance issues, repair significant duct leakage, repair uncontrolled boxes or zones • Clean cooling or heating coils ©2009 Enovity Inc. All Rights Reser.;ed 4 " Pap2ir boiler refractory "" 82tar.C8 cnli!ed 'li~te( rIC'N 2~~ pr':'\ii( :: cc:"';'"'ect f~OVi ~J cnil:ers to impr.:'f2 ef~icje':""c~J • Reset va,'iacle f:ow pur:;:;ing sjster-,j C21t3-P tasec en c:)il demar:c (or a seascr;2i reset) • Correct CHW piping for improved cor.trcl, operation or del:a-T • Repair, replace and/or adjust occupancy sensor controls • Pipe and Tank Insulation Repair • Repair or re-enable lighting system controls • Clean chiller evaporator and condenser bundle tubes Installation of New Equipment • Convert constant volume pumping systems to variable volume pumping sjstems • Convert constant volume airside systems to variable volume • Retrofit economizer sections on to rooftop packaged units • Install smarter controllers (including economizer control and temperature reset control) on to rooftop packaged units. • Replace pilot lights with electronic ignition .. Install occupancy based controls for hotel room I·-NAC systems • Trim pump impellers • Replace inefficient AC units with units that have improved SEER and EERs • Boiler burner efficiency and control upgrades (including Parallel Positioning Control, 02 Trim Control, and SCRs) .. High efficiency boiler installations and steam to hot water boiler conversions; condensing boilers • Boiler feed-water economizer heat recovery .. Boiler condensing econornizer heat recovery • Install heat wheels (heat recovery) on air handlers .. Boiler feed pump VFD .. Replace or repair steam traps • Condensate and blow-down heat recovery • Ozone water treatment (for laundries) • Constant volume to variable volume conversions for lab building/fume hood systems • Upgrade air handler with discharge damper or inlet vane controls to VFD control .. Install CO sensors to control parking garage exhaust fans ,; Install a VrD or Irim ille pump inl[wllcrs fo:-ovel'sized pump!; wilh throillcd bellarlsing v,1lves " Convert distribution system to variable flow and install Vr:D I> Install VFDs on primary pumps and track primary pumps to secondary pumps • Expand lighting control system controls • Add bi-Ievellighting control and/or occupancy sensor control • Install more efficient lighting systems • Upgrade older pneumatic control systems to Direct Digital Control (DOC) 4.6 PROGRAM WORK PLAN Task 1 -Project Initiation Meeting Enovity shall attend a Project Initiation Meeting with CPAU staff to establish roles, timelines, and priorities in the delivery of the Program. The meeting will alse cover Program logistics, marketing, coordination, evaluation, monitoring and verification activities, invoicing requirements, scope of work, and any remaining contractual issues. ©2009 Enovity Inc. Ail Rights Reserved 5 ;::;: c f eei; tract eXecuticr~ Task 2 -Develop Program Plan In coordiration with CPAU staff, Enovity shall develop the proposed Program for achieving installed energy savings. As part of this Process, Enovity shall develop the following documents: Internal PolicIes and Procedures Manual Documentation of the internal policies and procedures that will be adhered to in the implementation of the Program and identification, evaluation, implementation and verification of energy efficiency measures. The Policies and Procedures Manual shall also include a Quality Assurance and Quality Control Plan, a Program Plan, and Implementation Timeline. Deliverable: Draft Internal Policies and Procedures Manual ==-=c=:;..:.Within 30 days of contract execution Deliverable: Final Internal Policies and Procedures Manual Due Date: Within 15 days of CPAU Contract Manger Comments External Policies and Procedures Manual The External Policies and Procedures Manual shall include the terms and conditions for participating in the Program, the process for participating in t!le Program and receiving incentive funds, and a customer complaint and resolution plan. The External Policies and Procedures Manual shall be posted to the Program website (to be developed by Enovity) and will be used as a communication tool for contractors, customers and CPAU representatives to avoid confusion and maintain customer satisfaction. Deliverable: Draft External Policies and Procedures Manual Due Date: Within 45 days of contract execution Due Date: Within 15 days of CPAU Contract lVianger Cornments Marketing Plan The Marketing Plan shall outline pre-planned marketir.g activities including a description of the activity, date and location of the activity, target audience, estimated reach, and marketing materials that will be distributed. The Marketing Plan will also address the proposed brand- identity for the Program and how Enovity will market the Program to reach a broad target audience and how it will promote the program and provide technical training to building owners and operators, equipl"nent suppliers/vendors, mechanical and maintenance contractors, mechanical engineers, CPAU internal staff, etc. Marketing materials shall be developed in conjunction with CPAU staff and CPAU's design firm, RHDG. Deliverable Draft Marketing Plan ©2009 Enovity Inc. All Rights Reserved 6 S,:oce of Work =-:::...:::.....;=-=-=-,-Wilhin 3C ,j?::.'js or c:ncrac( ~x~c:...tGr. .=..::::'-"-'-:=.:..:::.=:;;.;. Final ivlark8t:ng Pic" =::..::::.::::...:::=~ Within 15 dajs o~ CPA...' Contract :\!ar.8C( Ccr;-:mer.:s Coordination Plan Eno'lity shall de'Jelop a Coordination Plan that wiil provide details on how Enol/iti will coordinate the efforts and actions of this Program with other existing internal CPAU energy efficiency, water conservation, and renewable energy programs as well as any other potential external third party programs. =.:::.c.:...:..::::.:..:::=-,,:;..;. Draft Coordination Plan =.::::...:::~~ Within 45 days of contract execution ~~:::.:...:::=:;;.;. Final Coordination Plan Due Date: Within 15 days of CPAU Contract Manger Comments Task 3 -Deveiop Program Documents Enovity shall develop documents necessary for implementation of the Program. All documents related to the Program shall be submitted to CPAU for approval prior to any distribution, circulation, or publication. Enovity shall revise and/or produce new documents as needed to effectively promote the Program. Program Participation Agreement Enovity shall create a Program Participation Agreement that shall be used to collect basic information from a customer including facility contact information, financial requirements, etc, and will act as a Site Access Agreement for the Program . .:::..::::!.!..!..::'~=~ Draft Program Participation Agreement =.:::.-!::::..::::..'C:::.:. Within 30 days of contract execution =.;::;....:..=;.;:::..;.Within 15 days of CPI\U Contract Manger Comments Project Installation Agreement Enovity shall develop a template Program Participation Agreement for committing owners to install the identified energy efficiency measures. The Program Participation Agreement shall detail the measure installation and eligibility requirements needed to receive an incentive from the Program The Project Installation Agreement, once fully executed, shall reserve the specified incentive funds for the Customer. =~:::.:...:::=::.:. Draft Project Installation Agreement ==-=c.=..:.;:;..;. Within 60 days of contract execution =-:=:.:..:..:..=-.::::.:.:.;::..:. Final Program Participation Agreement ©2009 Enovity Inc. All Rights Reserved 7 SeGDe cf 'Ncr'( Sits! Assass;Tlent F or~';i Enol/It} shail de'/e!cp Siti3 AS3as"2rr,~:1t Forms which ~'t\/j!l C:3 l~sec to co;;sct st3r;c2:-d1zsG j data ar.c metr!cs to use in deter;",'H"':inr; jf a f3c:1ity rnset3 ~he ProGram collecting standard data ir,puts fo; determining system eql...:icmer:t and fur.cticr,8iity. The Sice Assessment Form shall be maintained in the facility's electronic project file. Deliverable: Draft Site Assessment Forms Due Date: vVithin 45 days of contract execution Deliverable: Final Site Assessment Forms Due Date: Within 15 days of CPAU Contract Manger Comments Reporting Templates Enovity shall create standard reporting templates including templates for the Initial Site Assessment Report, Detailed Evaluation Report, and Measurement and Verification Report. These templates shall be sent to CPAU for review and approval prior to use Deliverable: Draft Initiai Site Assessment Report, Detailed Evaluation Report, and Measurement and Verification Report Templates ==-=:.=.:..:;::.,:.Within 45 days of contract execution =~.~="-'-Final Initial Sito Asscssrnenl Report, Detailed EvaiuDtion Report, and Measurement and Verification Report Templates Due Date: Within 15 days of CPAU Contract Manger Comments Energy Analysis Tools Enovity shall develop standard energy analysis tools to use in quantifying energy savings for measures covered under the Program. The energy analysis tools shall be sent to CPAU for roview nnd ;::<.pprovnL !'~cw ener~1Y calculation tools ;;hall be develope\! clS tI'::eded durillfj tile Program cycle. Deliverable: Draft Energy Analysis Tools Due Date: Within 45 days of contract execution Deliverable: Final Energy Analysis Tools Due Date: Within 15 days of CPAU Contract Manger Comments Task 4 -Develop Invoicing and Reporting Too!s Enovity will submit to CPAU a sample of all the reporting tools that will be used to meet CPAU reporting requirements. This will include, but is not limited to a: 1. Monthly Narrative ©2009 Enovity Inc. All Rights Reserved 8 2. i\1cr:t:llj invoice 3. Cuarte;ly Report 4. CL:s:cr.;er Data ExpoI'': File 5. Customer Summary 6. Program Savings Repoii (including a forecast of committed and installed savings) 7. Other tools as requested by CPAU Deliverable: Draft Invoicing and Reporting Tools Due Date: Within 30 days of contract execution Deliverable: Final Invoice and Reporting Tools :::...::~==.:. Within 15 days of contract execution Task 5 -Launch Program Program Information Enovity shall provide CPAU with a Program Presentation, Technical Presentation, and a Frequently Asked Questions document on the Program. Deliverable: ProgrHrn Presentation, Technical rJresentalion and Frequently Af;ked Questions Document Due Date: Within 30 days of contract execution Training Enovity shall provide in-person training on the Program process, eligibility requirements, and incentives as well as a high-level overview of typical energy efficiency measures and their applications for requested CPAU staff. In addition, a Pro9rarn r-epresentative shall be availabl(~ to assist all CPAU rcpreS811tatives on i-lii ongoing basis to <.J1l:3W(;! any quustiollc> related to inc r)I'OOram and to determine if specific customers are Hiioibie for r)ro£:]I'arn participation. Deliverable: In~Person Training on Program to CPAU Staff Due Date: Within 60 days of contract execution Deliverable: Ongoing training and assistance for CPAU Staff Due Date: Ongoing Implement Marketing Campaign Enovity shall execute the planned marketing campaign based on the approved detailed Marketing Plan. All marketing activities will be coordinated with CPAU. ©2009 Enovity Inc. All Rights Reserved 9 Pian De!i'/ef3bie: Finai Prc;ram fvlar:~a!~r:g l\!a~e(:G~is as S;laU ~e OUt:;lE;d ir: tr-,e F:ndl {\!a((ctiri£; Plan Due Date: Within 15 days of CPAU Contract Manger Corr.ments =~=~ Presf:!nt at marketing events and perform one-on-one customer marketing as needed Due Date: Ongoing Task 6 -Enroll Customer (Pre-Commitment Stage) Attain Signed Program Participation Agreement Enovity shall implement the Marketing Plan and utilize the marketing materials created to enroll customers that have been screened and identified as qualified for Program participation. Customer enrollment occurs when the customer executes a signed Program agreement (called the Program Participation Agreement), and submits it to Enovity. After the Program Participation Agreement is executed by the facility, the customer becomes eligible to receive preliminary Program services. Enovity shall only sign up customers that appear highly motivated to implement energy efficiency projects and who state that they can fund implementation within a pre-determined timeframe. =-=-'-'-'-=-==.:...:::..:. Signed Program Participation Agreements Due Date: Ongoing Perform Initial Site Assessments Enovity shall perform preliminary program services for a facility that has been deemed e!igible for participation. Once a signed Program Participation Agreement has been received by Enovity, Enovity staff shall perform an Initial Site Assessment. Durinq the Initial Site Assessment, Enovity wi!1 dcdE!rlflirw what pole; Iti,JI 8n('iilY fdCicinlic)' InU'1::;urc;;·; GXI~,t 8t tl18 fr.\ciiity and wiil cal.:lIla(c, using rule of thumb estirnClles and hiqh level assumptions, what the potential energy s8vinos, greenhouse gas reductions, projoct cost, ii1centives, and payback tor each measure will be. f.\11 Initial Site Assessment Report will be developed for each facility that qualifies for Program services. The Initial Site Assessment Report shall be developed and submitted to the Customer and CPAU, which will provide descriptions of the energy efficiency measures identified, and also include analysis of 12 months of electricity and gas data. ==-=.:.=:..:.::...: Initial Site Assessment Reports Perform Detailed Evaluations If, based on review of the Initial Site Assessment, energy efficiency measures are selected for further evaluation by the Customer and Enovity, Enovity shall perform a Detailed Evaluation of ©2009 Enovity Inc, All Rights Reserved 10 the sc!t-::Ct8C~ "::r.e:G~1 ef:c;er.c~/ ~neasu;"es. it ls r3X~~c~eC! ti-:8C cata!i::sc e\/s;!''';2~:Gr:5 Sh2li ':13 Gn 2t !e3S~ 70~-'~ Ct; (tlt? S;l·::~S \tv~E:rs lfli~i2: 2;~"2. 1~,S;::~~S3iT1:;)rHS \8(3;"2 ;:>:;rf~;ITr·J:.':. The Ciojt2;!ec E\/3;U8t;Ct .. :s sr2!1 j(1c~Lde cns;ta Sf:-c:·t (,;,!22.3;...;r~i',3r~s g:c/or ~'crii"'~;<ng of ~~c:li(~e'3 ena(9Y ccr.s~~~mj:~~g 8(1U!prnent, 1d8nt1nca(:c[~ (if er:8r;j' er-;;c:6;iCY :r:c;asc.;('O~·;1 caic.,"~l2t!cn ·::f aner~y savir,',;s for ead: iile,3SLif8, ccstir.g fer eacr meeSiJr8, c(:d a for sach ;r,easure. Enovit~' shall conc!uct an ir:dependent anaiysis to determine the t::crentiat energy savir:gs ar.d calculate the incentives for the customer. The analysis will use pre-developed energy analysis tools. With focused data collection and specific tool sets pre-daveloped for each measure the analysis can be performed in a relatively short time peri cd and accurately. Enovity S;12!1 write up a Detailed Evaluation Report that describes in detail each energy efficiency measure and an estimate of the potential energy savings and incentive for each measure. The Detailed Evaluation Report shall be presented to the Customer and the CPAU. For any sites that have a modern building automation DOC system and where customer cooperation can be obtained, an appropriate fault diagnostic toolset shall be installed at this stage. Enovity staff shall perform the technical services provided by the program including surveys, measurements and analysis. Enovity shall perform the energy savings calculations using Enovity developed tool sets. The customer shall procure the implementation services with Enovity providing technical support throughout the implementation process; Enovity shall also offer the customer turnkey implementation services. =:.:..:...:::,,-==Draft Detailed Evaluation Reports ==-=== Ongoing ==-=== Ongoing and within 15 days of CPAU Contract Manger Comments Task 7-1nstall Energy Efficient Hardware and Projects Project Installation Agreement Upon completion of the Detailed Evaluation Report, Enovity shall supply the Customer with a Projecllnstallation Agreement that will be executed for those measures selected by the customer fG, L [~~l si~lniI1n th~.:· ~')rGJo(:t ;1-l~':;t~!I!ntio:-l/\fJrc;(:nlc-;ntj the custcliner i~j ab!n In I'es(;[ve the specified incentive and make tile monies unavailable to others. The incentive amounls specified ill tho ['mjcct Inslallation Agreement shall be estimates only and Illay vary based on the final installed and verified energy savings amounts. The Project Installation Agreement shall provide details on the equipment specifications and installation requirements that will need to be met in order to receive the agreed to incentive amounts. At this stage Enovity shall invoice CPAU 50% of the performance payment. Deliverable: Signed Project Installation Agreements ©2009 Enovity Inc. All Rights Reserved 11 'The ider.t;r:ed energy en:Ciency r:easures. shall (;f~€r fL.l! turnKey sErilCeS tc ~;;e (.US~G~8;. Ij trio C:JstcmfJr 81c,;rs t.) use a CC:llr8ctcr ci.her tran Ene'iity, thtn s:~ai! provide technical assistst:C8 regarding equiprr.ent spedfications anc insta:lation criteria to the contractor chosen by the customer to implement the work. Enovity shall attend meetings with ccntractors to explain project scope and installation requirements as needed. Deliverable: None Inspections Enovity shall review 100% of project purchase orders, final invoices, and technical equipment cut- sheets to verify that the equipment purchased and installed meets the specifications and performance requirements outlined in the Detailed Evaluation Report. Enovity shall complete a pre-and post installation inspection for all projects. Enovity shall perform on-site inspections proceeding and following completion of work by the contractor. Following the installation of the measures by the contractor, Enovity shall perform a post- installation inspection of the installation, collecting and verifying facility data and performing typical measurement and monitoring, as performed during the pre-installation inspection. Enovity shall compare the performance data against what was prOjected during the Detailed Evaluation. Enovity shall generate a list documenting completed energy efficiency measures and those that are incomplete or incorrectly installed or adjusted. After completion of energy efficiency measures installation, Enovity shall document and describe in detail the measures trwt have been implemented. Enovity shall prepare a Final Measurement and Verification Report with all energy efficiency measures specifying the ones that were implemented and those that were not. At this stage Enovity shall invoice CPAU 100% of the performance payment minus the previously received performance payment for the project. Deliverable: Draft Measurement and Verification Reports D.?:.liY.f).r:.~[)l(r Final MeClsurement and Verification F<eports Due Date: Ongoing and within 15 days of CPAU Contract Manger Comments Remedy Installation Issues To prevent installation issues, Enovity shall ensure the facility operation staff has received training and all necessary operations and maintenance manuals and that the customer is satisfied with the installation. If an installation or customer satisfaction issue should arise, Enovity shall promptly remedy it. Enovity shall respond to any customer questions or complaints within twenty-four (24) hours by telephone and wili include the equipment manufacturer on the call, if necessary. to provide immediate guidance, service, or corrective work. Enovity shall have trained respondents on call to rapidly respond to field issues, as needed, and will maintain a customer service log to track such customer calls and the service that was provided. ©2009 Enovity Inc. All Rights Reserved 12 ,C\s par: of the PrCJgr",;"1's Extar::al Pclicies 2;~C Prscec:uss i\!anl.!2i, Er;cvit; Sh2il p(]"ide contae: information for a Prograr:l that wiil be responsible for fielding customer complaints and wil describe the complaint resolution process. A,s part of the Program's Internal Poiicies and Procedures Manual, Enovity shall outline specific complaint resolution procedures to be following by Program staff, Deliverable: Customer Complaint Log Due Date: Ongoing as part of the Monthly Report Payment of Incentives Incentive amounts will be determined by multiplying the annual energy savings over the first year, inclusive of baseline adjustments, if any, by the incentive rate multiplier per annual unit of energy saved. The final incentive rates shall be agreed with CPAU, Final incentive payments will be based on actual installed and verified energy savings. Incentives will be capped at 100% of the incremental project cost, and are expected to typically cover 20 -60% of the incremental project cost. A Final Incentive Release Form shall be drafted by Enovity and signed by Enovity and the Customer. The Final Incentive Release Form shall indicate the final savings and incentives amounts, as well as confirm the designated payee and corresponding taxpayer information. CPAU shall facilitate the payment of incentives to reduce the cost of the implemented measures and lower the payback period. The incentive shall be paid directly to the customer, or customer appointed payee, by CPAU to help buy down the payback of implemented measures. Deliverable: List of incentives due to customers with corresponding Final Incentive Release Forms Due Date: Ongoing 8···, Invoicing and Report Invoicing Requirements Enovity shall submit a monthly invoice to CPAU for Program accomplishments and installations performed in the preceding calendar month. The monthly invoice shall include reimbursements for time and materials tasks and performance payments. The monthly invoice shall be submitted in conjunction with the Monthly Report and other documentation as required by CPAU, RQ]lyerable: Monthly invoices, accompanied by supporting electronic flat file reports Due Date: The 15th day of each month for work completed the preceding month ©2009 Enovity Inc, All Rights Reserved 13 perfcrr~eL ;( In€ ;:;reC8~ing C2:enCar ri2r;~n. "ir:e i\lor-:tril'j pr:or mCiith's acti\/lti;;:s, acccrr:p!:sh[~en1s ·21CC expe~ditures re!a~eJ to the Progr~rr;. minimum, the '\iionthly Report shall contain: " Program Cost Data • 'Program Impacts Data • Program Changes f New Program Information • Any other requirements as determined by the CPAU =.::::c.:..:..:::.:...;;:;=.:",,-,-Monthly Report and supporting documentation ==-==;:..:. The 15th day of each month for work completed the preceding month Quarterly Report Enovity shall submit a Quarterly Report to the CPAU which, at a minimum, shall include: It Program Expenditures Data • Program Narrative for the Quarter e Program Results for the Quarter • Any Changes to the Program Plan or Program Design =.::::"-'-!..:::.:...;;:;~::.:. Quarterly Report and supporting documentation =.::::;..:=::.:. 45 days following the end of the quarter /\t tile compleiion of the F'rogram cycle, Enovity Sl1311 submit a firm! comprehensive Program Report that will provide an evaluation of the Program. At a minimum, the Report shall include the following: " Program Achievements " Program Challenges f!l Goal Attainment .. Lessons Learned .. Program Improvement Recommendations ©2009 Enovity Inc. All Rights Reserved 14 Sc<:ce of Task 9 -Perform Customer Feedback Sun/eys Enovity shall provide a customer feedback sur"ey form to obtain customer feedback on the Program's services, equipment, and the value. Survey topics shall range from the customer's perceived convenience of the program and notification of other energy efficiency programs available, to customer's overall satisfaction with the implementation of the Program. Enovity shall submit draft customer feedback surveys to CPAU for review and approval. Surveys shall be delivered to the customer upon project completion with instructions for completion online and via ground mail. For mail surveys, Enovity shall include a postage-paid addressed envelope for collection. Enovity shall request feedback surveys for 100% of projects. Enovity shall augment form surveys with telephone surveys as needed to gain a higher percentage of responses to the survey. Deliverable: Draft Customer Feedback Survey Template =.;;::.....::..:::;.;:.;:::..:. Within 90 days following Contract execution Final Customer Feedback Survey Template Due Date: Within 15 days of CPAU Contract Manger Comments Q.~Li.Y~r9bl.~ Customer Feedback Summary =.::::....:::.=::.:. 45 days following the completion of each quarter, as part of the Quarterly Report ©2009 Enovity Inc. All Rights Reserved 15 ":~.J:I.. "j: ?;-C;f;.:i: fr:iiiatic('l rj!2e~itg .Ait5nd l~r(;j9C: lniti30c.1 !\l~etin~:; Intern<ll Policies and Procedures Ma:1Ual Develop Draft internal P&P Manual Review Draft Internal P&P Manual Finaiize Internal P&P Manual External Policies and Procedures rvlanual Develop Draft External P&P Manual Review Draft External P&P Manual Finalize External P&P Manual Marketing Plan Develop Draft Marketing Plan Review Draft Marketing Plan Finalize Marketing Plan Coordination Plan Develop Draft Coordination Plan Review Draft Coordination Plan Finalize Coordination Plan Task 3: Develop Program Documents Program Participation Agreement Develop Draft Program Participation Agreement Review Draft Program Participation Agreement Finalize Program Participation Agreement Project Installation Agreement Develop Draft Project Installation Agreement Review Draft Project Installation Agreement Finalize Project Installation Agreement Site Assessment Forms Develop Draft Site Assessment Forms Review Draft Site Assessment Forms Finalize Site Assessment Forms Report Templates Develop Draft Report Templates Review Draft Report Templates Finalize Report Templates Energy Analysis Tools De'Jelop Draft Energy Analysis Tools Review Draft Energy Analysis Tools Finalize Energy Analysis Tools ©2009 Enovity Inc. All Rights Reserved ::: 'i ::.( 1,,":('/,''-'.;: 1·.JI .... -..I·""~ NTP + 30d 15d 15d NT? + 45d 15d 15d NTP + 30d 15d 15d NTP + 45d 15d 15d NTP + 30d 15d 15d NTP + 60d 15d 15d NTP + 45d 15d 15d NTP + 45d 15d 15d NTP + 45d 15d 15d C;:>,~.U 8eth CPAL' Encvity Enovi!y CPAU Enovlty CP,t\U Enovity Enovity CPAU Enovity Enovity CPAU Enovity Enovily CPAU Enovily Enovity CPAU Enovity Enovity CPAU Enovity Enovity CPAU Enovity T3S~ 5: L3Ur:C:l Fror.;r2rr, PrJ(;'3f'11 In'ormaticn Deliver Prcgr3m Inforrr.ation to CFAU Training In-Person Training on Program to CPAU Staff Ongoing Training and Assistance for CPAU Staff Implement Marketing Campaign Develop Draft Program Marketing Materials Review Draft Marketing Materials Finalize Marketing Materials Present at Marketing Events Task 6: Enroll Customers Attain Signed Program Participation Agreements Perform Initial Site Assessments Perform Detailed Evaluations Task 7: Install Energy Efficient Projects Install Projects Perform Post Installation M&V Remedy Installation Issues Pay Incentives Lo Customers Task 8: Invoicing and Reporting Submit Monthly Invoices Submit Monthly Reports Submit Quarterly Report Submit Final Report Task 9: Perform Customer Feedback Surveys Develop Drail Customer "ecclbdci; Survey Review Draft Customer Feedback Survey Finalize Cuslomer Feedback Survey Perform Customer Feedback Surveys ©2009 Enovity Inc. All Rights Reserved NTP + 30d Ei1Gvity Ongoing Enovity Ongoing Enovity NTP + 45d Enovity 15d CPAU 15d Enovity Ongoing Enovity Ongoing Enovity OngOing Enovity Ongoing Enovity Ongcing Various Ongoing Enovity OngOing Enovity Ollgoing CPAU Ongoing Enol/ity OngOing Enovity Ongoing Enovity Ongoing Enovity NTP .: 90d F:r.nvit)' 15d CPAU 15d Enovity Ongoing Enovity 2 in-,/o!ce CP;:',~! via 2 ;~~-'i~;:C' P~jC:~"G f.)~;:.".>::;~,j.,.;r~. Ti;e pt;c:r:; S::-L~·::ur·? "" cf a fb<ec~unit r:i~c:r;g ,,/t:l 2 tirti= 2.C;C 1T:2tdri(,~J r'C":~ t:· ex-:::;,:: j C1Tt1:/~f r·r~:::ll) s~r;~ctL!re \;\/her9 e1:;~!/ perce~t (80~;c-~ cr ~hs costs Si;21~ Ce pc~ic far perfc(!T:2.nce. i~cministration and marketing costs are consiC8r,:;.d 'I3J/1 and wiil maKe L.p tne rernainir.g twenty percent (20%). Incentives shall be paid by CPAU directly to Customers and are no! includec in Eno'/itis Payment Schedule. Table A 1 provides the Program BudGet for Years 2009, 2010 and 2011. Table A.1 Program Budget Total Admin Marketing Performanca Payment 2009-11 Total $1,496,250 $179,550 $119,700 $1,197,000 2009 $293,265 $59,850 $53,865 $179,550 2010 $585,530 $59,850 $47,880 478,800 20'11 $616,455 $59,850 $17,O;}-';0 $538,650 Performance Payments shall be paid to Enovity on the basis of $0,908 per gross therm and $0.135 per gross kWh. Performance payment shall be paid to Enovity by CPAU in two illstallrnents; ~iO% (based on estimated energy savings) wl1en tile customer commits to implementing the energy efficiency measures 100% minus any previous payment when the energy efficiency measures have been installed and verified (based on installed and verified savings). Enovity's hourly rates for the time and materials (administration and marketing) portion of the contract are provided in 'Iable A2. Table A.2 Hourly Rates for Time and Materials Work Dimr.:{ Lal)or Respon~ibi!itjr Proposed Houdy Rat~7 ",·_.iT""~'~.\."'·"""#''''7:¥-,,~,,<tt.>-''t_<!-\M'''''}&'''~'''-':'=~~:'~''''' ~~_.t<::;'!'_.-.... z:"""""".Au"._ ..... ·as;""""«::"''''''''''~ihl>-lI>n'''''U",'c.)'t>.v'Z''9':-_'''''-''''''''''''''' _"""""""="""" __ .. :;, .... "'.:.~_ Princ:ipal Overall executive responsibility Technical Director Tool development, project OC, technical $185 support, and Program design Utility Program Manager Program design, management, tracking, $160 marketing, coordination Project Manager Project management and delivery, technical $160 management ---_._---_.-~----.. -------.----.-.---------.-... ................. _--_._-- Engineering Staff TechnicGI evaluations, measure validation $150 ---'-.-- Project Coordinator Assisting in administrative functions of $90 Program '":'~):A:~j AND ~~-L~:~,JTAh'l 1~~SUP~~N{:c Ii'J TH2 r\)!ICL'i't73 :::'C~f~, Tn= CC'\/::?A.;,::;<~:: SF:::C,lf=lEL-:;' 13E~·:i!V, ~~·.:=t-:()R.C'E) 8'( r;':~ilPA}··P2.3 'i!!TH Ai'I' BEST'S KEY R.·1,Tli'i(3 OF )",,:VIl, ~:R hl·G:'!2:-(, L~C2:·ISc.C C:K A,:""T:1C\?!Z=[: ;(r T?~.}·i::.?,~,_·T ';\-J3 iJRANCE 2~SJNE3S IN TH:':. STATE OF CALFOR,'j;A. R2:QUIRED TYPE OF COVERAGE REQUIREMENT I YES ! YES YES YES COMPENSA nON E!'vIPLOYER'S LIABILITY GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE lEGAL LIABILITY AUTOMOBilE LIABILITY, INCLUDING STAT:JTORY ST.A. TUTORY BODilY If\lJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED. BODilY INJURY EACH PERSON EACH OCCURRENCE All OWNED, HIRED, NON-OWNED PROPERTY DAMAGE INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN AND NEGLIGENT BODilY INJURY AND PROPERTY COMBINED OCCIjRR:::~ICE $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 • $1,000,000 • $1,000,000 $1,000,000 $1,000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDiTIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHAll OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSUlTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS' COMPENSATIOf\J, EMPLOYER'S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITlONAl INSUREDS CITY, ITS COUNCil MEMBERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A A PHOVISION FOR A WRITTEN THIRTY D!W f,OVANCE NOTICE TO CITY OF CHANGE IN COVr:RAGE OR OF COVi-=r~!"G[ C/\I'-lC[lJj\TjOI~; ld--!D B. A CONTf~ACTUAL LlAF31L1TY I:NDOF<S[~MEI'JT F'f<'OVI[)ING INSUr{!"NCl':: COVER/l.GE r:OH CONTRACTOR'S AGREEMENT TO INDEMNIFY CITY. C, DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY'S PRIOR APPROVAL. 11. CONTACTOR MUST SUBMiT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE. III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO "ADDITIONAL INSUREDS" A. PRIMARY COVERAGF; WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE I'JAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL I~ISUREDS. B. CROSS LIABILITY Rav, 11/07 E~{)ljC!t D ;j~~>~3! .... R~~~)\l (;::: R'E: Q'lj ~RE~\fi :::'JT:3 THE i'i,6.)vlii'!G OF ~/Jr~)R.~ 7H,'~.\i ~::~,~~= F'ER3C:i';, r=:~~::\11 C,~;, I':C~,:-:C!~,,::'~i~i()j\! /.:3 ll\;~~~.~:f~,~~~<·~ L!;'iDE:,'":. ~;.;-:c. j.:.I:>_;'=:V SHALL r--JC'T, FOR TrLtl.-:-REA,2C.t'~ r\LGt\iE, EJ'c(;1t',i(3Ui:3H 1~j'( ~,:C;r;S C~ Tr.E li\iSL.:;:;:::S A,~';;~iST (~\~I-:';~'-:EP., BUT THiS Ef\iCORS,=:\!E~~Tr A.;'.IJ -;-:-i~ j'IAi\:!l'iG i.=:';-: 1",~Ui_:-i:':L~ :i'.iS~F~=:::'.S·, S:-~;..~~ >j.:·7 II'/~I::'::/~"S:: T:~~ T'.JT/~,~ C. NOT!CE OF CAi'lCELLA.T:GN 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATiON DATE FOF~ ANY REASOf'l OTHER T:--iAN THE NON-PAYME~IT OF PRErvllUM, THE ISSUI~~G C:OMPMJY SHi\LL PROViDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYiVlEt'-JT OF PREMIUM, THE ISSUING COMPANY SHAH PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. NOTICES SHALL BE MAILED TO: Rev. 11/07 PURCHASING AND CONTRACT ADMINISTRATION CITY OF PALO ALTO P.O. BOX 10250 PALO ALTO, CA 94303. ATTACHMENT B CITY OF PALO ALTO C00fTR-\.CT NO, C09130404 AGREKMENT BET\YEEN THE CITY OF PALO ALTO AND NATION • .\.L RESOVI{CE MA.:.'iAGE)'IENT, 1:.'i FOR PROFESSIO:,,{AL SERVICES (COMMERlCAL EXPRESS REFRlGER.A.TION EFFICIENCY PROGR.A.c.\'f) This AGREEMENT is entered into , by and between the CITY OF PALO ALTO, a charter city and a municipal corporation of the State of California (HCITY"), and NATIONAL RESOURCE MANAGEMENT, INC., a Massachusetts corporation, located at 480 Neponset Street, Bldg. #2, Canton, MA 02021 (HCONSULTANT"). RECITALS The following recitals are a substantive portion of this Agreement. A. CITY intends to evaluate existing energy programs ("Project") and desires to engage a consultant to provide evaluation, measurement and verification, demand reduction; and third party energy efficiency in connection with the Project ("Services"). B. CONSULTANT has represented that it has the necessary professional expertise, qualifications, and capability, and all required licenses and/or certifications to provide the Services. C. CITY in reliance on these representations desires to engage CONSULTANT to provide the Services as more fully described in Exhibit "A", attached to and made a part of this Agreement. NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, this Agreement, the parties agree: AGREE'MENT §'~GTJQN 1. ;;C01?E QF SEPJlICE~. CONSULTANT shall perform tbG Services descrjbed in Exhibit "A" in accordance with the tenns and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY. SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through completion of the services in accordance with the Schedule of Performance attached as Exhibit "B" unless terminated earlier pursuant to Section 19 of this Agreement. SECTION 3. SCHEDULE OF PERFORNIANCE. Time is ofthe essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term ofthis Agreement and in accordance with the schedule set f01ih in Exhibit "B", attached to and made a part of this Agreement. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULT ANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT. CITY's agreement to extend the term or the schedule for performance shall not preclude recovery of damages 09041 Professional Services Revised 10/18/07 for delay if the extension is requirec. due to the fault of CONS1.TTA . .;.~T. SECTION 4. NOT TO EXCEED COMPZN~.ATIO~. The compensation to paid to CO"!l.·~UTT 'T'A.N'T -,-. ,-h C' . ". " ,. T:; • ',' "",. 1 d' 1 • , 1 ~~ 'L J.".1 . lor perrorm&"":.ce CI Le...,ervlCes dcscl1aed In LXhlOlt • A ,Inc u l~g DOth pa:lillem for professional services and reimbursable expe~ses, shall not exceed One Hundred Thousand. Dollars per year ($100,000 per year) for a potential three years. The applicable rates and schedule of payment are set out in Exhibit "C", entitled "COMPENSATION," which is attached to and made a part of this Agreement. Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit "C". CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described in Exhibit "A". SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the services performed and the applicable charges (including an identification of personnel who perfonned the services, hours worked, hourly rates, and reimbursable expenses), based upon the CONSULT ANT's billing rates (set forth in Exhibit "C"). If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULT ANT's payment requests shall be subject to verification by CITY. CONSULTANT shall send all invoices to the City's project manager at the address specified in Section 13 below. The City will generally process and pay invoices within thirty (30) days of receipt. SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be perfonned by CONSULTANT or under CONSULTANT's supervision. CONSULT ANT represents that it possesses the professional and technical personnel necessary to perfonn the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees andsubconsultants, ifpermitted, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All of the services to be fumished by CONSULTANT under this agreement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout Califomla under the same or similar circumstances. SECTION 7. COlVIPLIANCE 'WITH LA \VS. CONSULTANT shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement. CONSULTANT shall procure all pennits and licenses, pay all charges and fees, and give all notices required by law in the perfonnance of the Services. SECTION 8. ERRORS/ONIISSIONS. CONSULTANT shall correct, at no cost to CITY, any and all errors, omissions, or ambiguities in the work product submitted to CITY, provided CITY gives notice to CONSULTANT. If CONSULTANT has prepared plans and specifications or other design 2 09041 Professional Services Revised 10/18/07 documents to construct the Project, CONSULT.\.i."iT shall obligated to correct any and all eLors, omissions Ot ambiguities pr:c:" to and (~uring COL:rSe of construction This obligation shull survive t';!rmination of the Agreement. SECTION 9, COST EST1MATES. II this Agrr.:ement to the design of a public works project, CONSlTLT At"JT shall submit estimates of probable construction costs at each phase of design submittaL If the total estimated construction cost at any submittal exceeds ten percent (10%) of the CITY's stated construction budget, CONSULT A.1\[T shall make recommendations to the CITY for aligning the PROJECT design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to CITY. SECTION 10. INDEPENDENT CONTRACTOR. It is understood and agreed that in performing the Services under this Agreement CONSULT ANT, and any person employed by or contracted with CONSULT ANT to furnish labor and/or materials under this Agreement, shall act as and be an independent contractor and not an agent or employee of the CITY. SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTA.l\l"T shall not assign or transfer any interest in this Agreement nor the performance of any of CONSUL TANT' s obligations hereunder without the prior written consent ofthe city manager. Consent to one assignment will not be deemed to be consent to any subsequent assignment. Any assignment made without the approval of the city manager will be void. SECTION 12. ~UBCONTRACTING. CONSULT ANT shall not subcontract any portion ofthe work to be performed under this Agreement without the prior written authorization of the city manager or designee. CONSULT A.1\[T shall be responsible for directing the work of any subconsultants and for any compensation due tB subconsultants. CITY assumes no responsibility whatsoever concerning compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a subconsllHant. CONS1JLTANT shall Gh(iDB;f~ or (ldd suhc:onsllltants only with the prior tlpproval of the city manager or his designee. SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Lori Malkasian as the project director to have supervisory responsibility for the performance, progress, and execution of the Services to represent CONSULTANT during the day-to-day work on the Project. If circumstances cause the substitution of the project director, project coordinator, or any other key personnel for any reason, the appointment of a substitute project director and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY's project manager. CONSULTANT, at CITY's request, shall promptly remove personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property. The City's project manager is Joyce Kinnear, Utilities Department, Marketing Division, 250 Hamilton Avenue, Palo Alto, CA 94303, Telephone: 650-329-2652. The project manager will be 3 09041 Professional Services Revised 10/18/07 CONSULT A~T' 5 poi::1.t of contact with respect to performance, progress ane executioIl of the S';rliCes. The CITY may d.esignate an alternate project ma.:.lager time to tine. §ECTION 14. O\YNERSHJP OF MATEHJALS. Cpon deFvery. all work product, including "vithout limitation, all writings, drawings, plans, reports, specificatior::.s, calculations, documents, other materials and copyright interests developed under this Agreement shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTAl'l"T agrees that all copyrights which arise from creation of the work pursuant to this Agreement shall be vested in CITY, and CONSULTANT waives and relinquishes all claims to copyright or other intellectual property rights in favor of the CITY. Neither CONSULTANT nor its contractors, if any, shall make any of such materials available to any individual or organization without the prior written approval of the City Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of work. SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable time during the term of this Agreement and for three (3) years thereafter, CONSULTAl"lT's records pertaining to matters covered by this Agreement. CONSuLTANT further agrees to maintain and retain such records for at least three (3) years after the expiration or earlier termination of this Agreement. SECTION 16. INDEMNITY. 16.1. To the fullest extent permitted by law, CONSULTANT shall protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an "Indemnified Party") from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorneys fees, experts fees, court costs and disbursements ("Claims") resulting from, arising out of or in any manner related to performance or nonperformance by CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. 16.2. Notwithstanding the at'ove, nothing in this Srcticl11 16 shall he construed to require CONSULTANT to indemnify an Indemnified Party [rom Claims arising from the active negligence, sole negligence or willful misconduct of an Indemnified Party_ 16.3. The acceptance of CONSULTANT's serlices and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section l6 shall survive the expiration or early tennination of this Agreement. SECTION 17. \VAIVERS. The waiver by either party of any breach or violation of any covenant, tenn, condition or provision ofthis Agreement, or of the provisions of any ordinance or law, wi 11 not be deemed to be a waiver of any other tenn, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation ofthe same or of any other term, covenant, condition, provision, ordinance or law. SECTION 18. INSURANCE. 09041 4 Professional Services Revised 10/18/07 18.1. CONSULTANT, at its cest and expense, shall oct:.1in ar;.d maintain, full force and effect during the terrn of this Agreement, the insl..:rance cC/erage descriJed in Exhibit "D". CONSULTANT and its contractors, if any, shall cbtain a polic:1 endorsement naming CITY as an additional insured under any general liability cr automobile policy or policies. 18.2. All insurance coverage required hereunder shall be provided through carriers with A.l\1 Best's Key Rating Guide ratings of A-:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above. 18.3. Certificates evidencing such insurance shall be filed with CITY concurrently with the execution ofthis Agreement. The certificates will be subject to the approval of CITY's Risk Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days' prior written notice of the cancellation or modification, CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY's Purchasing Manager during the entire term ofthis Agreement. 18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT's liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result ofthe Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired. SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 19.1. The city manager may suspend the performance of the Services, in whole orin part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written notice tJlcreof 10 CONSPLTANT. Upon receipt of such notice, CONSULTANT will i.mmediately discontinue its perf01TI1anCe of the Services. 19.2. CONSULT ANT may terminate this Agreement or suspend its performance of the Services by giving thirty (30) days prior written notice thereof to CITY, but only in the event of a substantial failure of performance by CITY. 19.3. Upon such suspension or termination, CONSULTANT shall deliver to the City Manager immediately any and all copies of studies, sketches, drawings, computations, and other data, whether or not completed, prepared by CONSULTANT or its contractors, if any, or given to CONSULTANT or its contractors, if any, in cOlmection with this Agreement. Such materials will become the property of CITY. 19.4. Upon such suspension or termination by CITY, CONSULTANT will be paid for the Services rendered or materials delivered to CITY in accordance with the scope of services on 5 09041 Professional Services Revised 10/18/07 or before the effective date (i.e., 10 days aft-.:r giving notice) ofs;}spension -)1 termination; providec, however, if this Agreement is suspended or terminated on account of a defadt by CONSDLTA . .l.'TT, CITY will be obligated to compensate CONSULTA);"T only for that portion of CONSULTANTs services \vhich are of direct and immediate benefit to CITY as such detennination rllay be ill ade Jy the City Manager acting in the reasonable exercise of his/her discretion 19.5. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement. SECTION 20. NOTICES. All notices heretmder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: To CITY: Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 With a copy to the Purchasing Manager To CONSULTANT: Attention of the project director at the address ofCONSULTk'J"T recited above §ECTIO~ 21. CONF~JI~T OF JNTEREST. 21.1. In accepting this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services. 21.2. CONSULTANT further covenants that, in the performance ofthis Agreement, it will not employ sub consultants, contractors or persons having such an interest. CONSULTANT certifies that no person wlm has or will h,we any financia 1 interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California. 21.3. Ifthe Project Manager determines that CONSULTANT is a "Consultant" as that term is defined by the Regulations of the Fair Political Practices Commission, CONSULTANT shall be required and agrees to file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act. SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person because of the race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person. CONSULT ANT acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination 6 09041 Professional Services Revised 10/18/07 Requirements and the penalties for vIOlation and to meet all require>ne:r:ts of Section 2.30.510 pertaining to nondiscrimination in employment, induc.ing compieting th.; fODn fclmishcd by CITY and set forth in ExhibiI "E." SECTION 23. MISCELLA:-mOUS PROVISIONS. 23.1. This Agreement will be governed by the laws of the State ofCalifomia. 23.2. In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of Santa Clara, State of California. 23.3. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys' fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys' fees paid to third parties. 3.4. This document represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, and contracts, either written or oral. This document may be amended only by a written instrument, which is signed by the parties. 23.5. The covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants of the parties. 23.6. If a court of competent jurisdiction finds or rules that any provision of this Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this Agreement and any amendments thereto will remain in full force and effect. 23.7. All exhibits referred to in this Agreement and any addenda, appendices, attachments, and schedules to this Agreement which, from time to time, may be referred to in any cluJy executed amendment hereto arc by sllch reference incorpor;:J(cd in this Agreement and \vill bee deemed to be a part ofthis Agreement. 23.8. This Agreement is subject to the fiscal provisions ofthe Charter ofthe City of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion ofthe fiscal year and funds for this Agreement are no longer available. This Section 23.8 shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. 23.9. The indi viduals executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. 09041 IN WITNESS \VHEREOF, the parties hereto have by their duly authorized 7 Professional Services Revised 10/18/07 representJ.tives executed this Agreement on the date first above written. CITY OF PALO ALTO City Mfu'1ager APPROVED AS TO FORL\l: Senior Asst. City Attorney APPROVED: Director of Administrative Services Attaclunents: EXHIBIT "A": SCOPE OF WORK NATIONAL RESOGRCE MANAGEME~IT, INC. By: 0. "" s we r -' .. Name: j J!{'f\ Stc..\-Jl Title: CCo EXHIBIT "B": EXHIBIT "C": SCHED1JLE OF PERFORMANCE COMPENSATION EXHIBIT "D": EXHIBIT 09041 INSURANCE REQUIREMENTS CERTIFICATION OF NONDISCRIMINATION 8 Professional Services Revised 10/18/07 Exhibit A. NR~,/l Express Refrigeraticn Program -Final Scope of VVork Summary N t' I R . i\1 t I ' h . ... 'I'IRil..1" '=' ,. .' P" f" adona, esource "anagamen" .1':0. S, llerelncher f\ \11. , 1,6mgerallon .".8,10,;[ Program, focuses on delivering refrigeration cor.trols. motors, and LED lights to customers with commercial refrigeration equipmefit. These customers, typically labe!ed the 'hard to reach customer', inciude liquor stores, convenience stores, grocery stores, restaurants and cold storage facilities (meat, floral and produce). NRM's Express Refrigeration Program is designed to target those customers with commercial refrigeration, conduct a free audit and assessment for them, provide a detailed analysis that shows exactly how much energy they can save by installing our measures and provide them with the assurance our equipment works. If necessary, we will explain to their refrigeration tech how our equipment works. NRM provides a lengthy warranty period - 2 years for Cooltrol® (parts and labor) and 1 year for ECM's and LED's (parts and Labor). Because NRM's technicians are licensed in the electrical and refrigeration field, the customer is assured that our equipment will in no way jeopardize the life of their refrigeration equipment or the product that is in it. Additionally. because we are high tech company that is constantly creating new products in this field, the customer will be getting a product that is 'supermarket' level quality or better with little or no cost to them. The program can be summarized in the following steps: Identify target market, audit target market, perform evaluation and final perform the installations. A. NRM will identify potential customers by the following methods. 1. NRM uses an SIC search of the types of customers who have refrigeration for specific geographic areas. This list will serve as our cold call list. 2. CPAU may provide a potential customer listing. 3. NRM will identify prospective customers from current customer base who have sites in the CPAU service area. 4. NRM will contact refrigeration companies to obtain their customers in the CPAU service territory. 5. NRM is a member of the Neighborhood Market Association, a group of California c- stores, liquor stores and independently owned stores. We will use our network here to help identif}! our tmget market. 6. NRM will seek referrals from existing customers in other service areas and CPAU service area (we have installed our products in % dozen sites in CPAU service area). 7. NRM will work with CPAU Key Account Reps who interact with customers on a daily basis. B. Audit Target Market The second step is to introduce the program to CPAU Target Market and obtain the required information. 1. One full time NRM Energy Consultant will be devoted to this program. 2. The NRM Energy Consultant will use the listing of customers identified above and visit the site. During the visit, Energy ConSUltant will explain the program and conduct a free, no obligation energy assessment of their refrigeration equipment. National Resource \'ianagement 480 Neponset St, Bldg #2 Canton, MA 02021 Exhibit A NRM Express Refrigeration Program -Final Scope of 'Nork 3. As audits are done, Energy Consultant wi!: look for other sites not identified en list above. Energy Cal lsultant will cold call those sites. 4. Energy Consultant will explain how our equipment wor!<s, anS'lJer technical questions and conduct demos of the equipment to customer and refrigeration technician (if necessary). 5. The audit is more than opportunity to get equipment information. It is the time to create excitement for the program and 'pre-sell'. This is done by providing the customer quality brochures of our products and case studies for local customers that have installed our equipment and realized savings. Please see the enclosed folder for an example of our marketing materials. C. Evaluation -The final step is presenting the proposal to the customer. 1. Analysis is engineering quality analysis that clearly explains derivation of kWh savings. As a result, customer will feel confident in our estimates. 2. Summary of Proposal is 'bottom line' based -How much will customer save and what is their payback. These customers are business driven people and want to know the 'bottom line'. Although most proposals will be fully funded, the proposal will clearly state the benefit of making an investment for those customers who have a co-payment. D. Installation -Upon a customer signing a contract with NRM to proceed with the recommended measures, the following steps are taken: All installations are performed by employees of NRM. NRM is a licensed electrical contractor in California. 1. Installer paperwork is created from our software tool that is derived from what we specified for their site and customer agreed to. 2. Equipment is configured in Union City, CA office. 3. NRM Installer receives equipment, confirms equipment against audit and Installer paperwork and sets appointment with customer for installation. 4. NRM Installer installs equipment, tests equipment, completes Installer Completion Form and trains customer. Customer signs Installer Completion Form that verifies Installer reviewed everything with them. 5. If needed, Energy analysis is modified based on 'as-built'. Customer information is then entered into NRM Service Software so that jf customer calls with service issues, Service Dispatch has all necessary paperwork and information to trouble shoot over the phone and/or dispatch service technicians. All custornet phone colis, questions and resolutions are tracked within Service Software. 6. Issue Resolution -Please note that NRM maintains a Service Technician Line that is available to customers during normal business hours. During off hours, customers can leave messages and on call technicians are paged. On Call technicians will then get in touch with the customer. Most issues are refrigeration related issues. However, NRM works with customers to solve these issues which include conducting downloads of Cooltrol. Through this process, we are able to look back in time at how the controls are working in conjunction with customers' refrigeration equipment and solve problems. Project Management for CPAU's Express Refrigeration Program will be conducted by: National Resource Management, Inc. National Resource Management 480 Neponset Sl. F31dg !!-2 Canton, MA 02021 NRM Express Refrigeration Program -Final Scope of "'Jerk :"'Oii lVlalkasian 29300 Kohoutek \Nay, Suite 110 Union City, CA 94587 510.471.2000 Lori@mminc.com Work Plan Exhibit A MARKETING -NRM will use a multifaceted approach to market the Express Refrigeration Program to CPAU customers: o Mail and distribute CPAU printed material explaining the program, its benefits and how customers can participate in conjunction with NRM's own marketing information. This will be done in an organized strategic method so as to effectively control and manage leads, and perform audits, evaluations and installations in a timely manner and cost-effective method. Please see included marketing materials for an example of our product brochures, case studies and data sheets that we provide to customers. o Cold Calling -NRM has found that in order to reach these customers, you must visit them in person, explain how the program works, provide an overview of our products, provide referrals and then enroll them in the program. NRM will explain how the customer can take advantage of the program, what they are expected to pay of the total cost and detail the exact steps of the process: the audit, the evaluation, the proposal, and the installation and payment term options. This is a key step in avoiding any misunderstandings by customers and to set their expectations as to the entire process of participation in the program and its implementation at their facility. o Referrals -NRM uses customers and refrigeration contractors to gain referrals. We have found this to be an extremely effective method of generating more sales. We routinely conduct downloads of our controllers and perform bill analyses to show customers how much they have saved by installing our equipment. We then calion these customers to act on our behalf when we find oiher customers with similar facilities. All CPAU Customers with commercial refrigeration are eligible for the Express Refrigeration Program where NRM measures can be installed that provide energy (kWh) savings. In determining eligibility, NRM will conduct an audit and perform an analysis. NRM will also require the customer provide a current CPAU electric bill for that site. No assistance will be required from CPAU to enroll customer except to have a point of contact available should the customer want to validate the existence of this program. EVALUATION National R.esource Management 480 Neponset St, Bldg #2 Canton, !'vIA 02021 Exhibit A NRM Express Refrigeration Program -Final Scope of VVork :J An NRM representative will review and explain the proposal with the customer. If he agrees to the installation and proposed measures, NRvl wBl prepare aGreement contract and obtain customer's authorization to proceed. o A work order will be issued to the assigned installer detailing items to be installed as well as location of each item (if necessary, a drawi1g will be provided with the work order). ENERGY SAVINGS STRATEGIES OF NRM The following energy savings strategies are configured as part of one controller, allowing for a central point of control for the end-user (please see attached marketing materials for a picture of the system). In addition, each controller can maintain or control up to 3 freezers or coolers (or zones). This helps eliminate redundant equipment and provides for a very cost effective solution. o COOLER/FREEZER TEMPERATURE & EVAPORATOR FAN CONTROLS -Cost effective when the cooler has at least 600 watts of evaporator fan load. While the system maintains temperature in the cooler or freezer, it also controls the evaporator fans. They are turned off approximately 60-85% of the time that the compressor is off depending on existing cooler sizing and configuration. This reduction in energy use by fans also results in less heat introduced into the cooler from the fan motors. The system is also programmed to control the defrost operation and to notify the user of any potential problems that may arise during normal operation thus reducing both maintenance and product loss. A night setback can be set where no perishables are stored in the cooler, saving the customers 3- 5% per degree setback. The CoolTrol system provides runtime statistics for both compressor and evaporator fans. This can alert customer to operation under inefficient conditions. For example, if there is a slow refrigerant leak the run time (which is shown on the display unit) gradually increases until it can't handle the load. o COOLER DOOR HEATER -The controller monitors the dew point in the store, determines the power level that the cooler heaters need to run at, and pulses a relay at a power level appropriate for the particular dew point. As a result the door heaters are controlled, aulornaticaliy, at their optimLim energy savings point, without creating condensation. Can be controlled through Cooltrol® or through our stand-alone door heater controller for applications where there are only cooler door heaters to control. Typical savings for cooler doors is 60-95%, depending on ambient conditions in the store. o FREEZER DOOR HEATER -The controller monitors the dew point in the store, determines the power level that the freezer heaters need to run at, and pulses a relay at a power level appropriate for the particular dew point. As a result, the door heaters are controlled, automatically, at their optimum energy savings point, without creating condensation. Can be controlled through Cooltrol or through our stand-alone door heater controller for applications where there are only freezer door heaters to control. Typical savings for freezer doors is 25-55% depending on ambient conditions in the store. National Resource Management 480 Neponset Bldg 1+2 Canton, MA 02021 Exhibit A I'JRM Express Refrigeration Program -Final Scope of 'Nark o i\lOVEL TY COOLER CONTROL NIGHT SHUT OFF -Cost effective 'Nhen the nOlJelty cooier is at least 5 amps and can be shut off for over 5 hours per day. This is typically the 'j·3 door cooler provided by beverage vendors (Coke ®, Pepsi ®, etc.). No'/eity Cooler Control perfcr:ned through Cooltroi where it can concurrently control a wa:k-in cooler or freezer. Typical savings for Night shut offs are 20% to 30%. The coolers cannot have perishables stored in them. o EC (Electronically Commutated) Evaporator Fan Replacement Motor (for walk-ins) - Over the last 4 years, NRM has worked in conjunction with major manufacturers to design, manufacture and market the most efficient motor available for walk-in cooler and freezer evaporator coils. The ECM (EC Motor) reduces energy consumption by up to 70% vs. shaded pole motors and up to 40% vs. PSC motors. The motors are manufactured for NRM in different bracket configurations to accommodate replacement in both ceiling mount and wall mount evaporator types. NRM has also custom designed 'retrofit brackets' to accommodate swap outs for older style coils. NRM offers several different models for the myriad of evaporator coils in the market including motors to replace 16W, 1/20 HP, 1/15 HP, 1/30 HP, % HP, 1/3 HP ~ HP and 3/4HP motors. o EC or SSC (Solid State Commutated) Evaporator Fan Replacement Motor (for reach-in cases) -Manufactured for NRM, this motor is designed for replacement of existing shaded pole and PSC motors contained in reach-in coolers and freezers located on the retail floor of grocery stores. NRM's NlE25 motor reduces energy consumption by up to 60% vs. shaded pole motors and up to 35% for PSC motors. The motor is designed for NRM with a 'one size fits all' configuration that allows it to be used across a large number of manufacturer equipment types and models. o LED Retrofits -To date, NRM has researched and tested nearly a dozen different LED products for medium temp and low temp applications. Since early June 2008, we have been rolling out the latest in technology (Generation VI) of a product that provides optimal energy savings and light distribution. This product is manufactured by Schott Gemtron. o Remote Site Manager (RSM) -Over the past 4 years, NRM has developed and marketed an intemet based controls system. This ~;ystem and its components are designed, manufactured and installed by NRM. For each installation a website is created and optional levels of monitoring 1 support 1 training and service are provided by NRM. To date, over 200 systems have been installed and yielded positive energy savings. Through a 'gateway' that transfers information over the internet, 3rd party controls for lighting and air conditioning, and a custom configurable user interface, customers are able to remotely monitor and contro" their refrigeration, lighting and air conditioning equipment. Through its custom designed alarms and algorithms, customers can be quickly alerted if equipment is not running efficiently (i.e. compressors are Iowan Freon, pressure settings are incorrect, etc). Such alarms and 'continuous commissioning' can provide additional energy savings to customers. Additionally, refrigeration system's temperature control and defrost cycles can be fine tuned to yield on-peak demand savings. This product is targeted towards convenience store chains, grocers and cold Natiollal Resource Managemell( 480 Neponset St Bldg #2 Canton, MA 02021 Exhibit A NRM Express Ref;-igeration Program -Final Scope of 'Nark storage facilities such as fruitfproduce distributors and foed processing centers. RSM has received several aVv'srds from well known groups including Energy Star and Flex Your Power. NRM recently applied and won Santa Clara's Energy Innovator award for a Silicon Valley Power customer, Sierra Meats, \ivhere we installed RSM in the Spring of 2007. NRM reduced Sierra Meat's electric bill by over 27%. o Smart Defrost System -Designed for refrigeration systems with electric defrost (typically walk-in and freestanding freezers), this system uses an algorithm to decrease the number of set defrosts each day. Preliminary testing by NRM indicates this system will reduce electric defrosts by approximately 40% to 60%. o Hood Exhaust Fan Control (Custom Measure) -In August 2008, NRM began to work with EccoVent on the installation of a control system for hood exhaust fans in restaurants and other facilities with cooking areas. The system, which is compromised of a processor, temperature sensors and VFD's, uses a unique algorithm to detect heat in the cooking hood and slows down the exhaust and make-up air motors when they do not need to run at 100%. This system uniquely stands out since it can be programmed and tweaked remotely over the internet allowing NRM and utilities to maximize and verify savings easily and economically. INSTALLATION -Each NRM technician is trained to be personable with customers and to deal with any inconsistencies found at time of installation like wiring issues where existing wiring is not up to current electrical code or other safety standards. All of our technicians are required to carry cell phones for quick resolution of potential problems or to deal with a customer's last minute concerns. o NRM maintains a database of end users that details kWh savings, installed measures and other demographic information. NRM can and will make this information available to CPAU staff members to aid them in preparation of reports, etc. o NRM maintains a manufacturing and assembling facility in Canton Massachusetts. All job kits will be assembled, tested and shipped from this facility directly to our office in Union City, CA whore final assembly is performed. Ali equipment is UL listed. Installations are scheduled based on convenience to customer. NRM maintains a goal of installing all CoolTrol systems within 30 days of a Purchase Order. TECHNICAL SUPPORT-NRM maintains a toll free number for customers that have questions about the CoolTrol system and their refrigeration equipment. In addition, NRM has on call support, 24 hours a day via automated pager. COORDINA TlON WITH STAFF MEMBERS FROM CPAU -NRM will cooperate and work with CPAU staff members for the purposes of program management, providing detailed energy analysis, project inspections, monitoring and evaluation. National Resource Management 480 Neponset St. Bldg #2 Canton, ::VIA 0202 J Exhibit A NRM Express Refrigeration Program -Final Scope of \Nark REFERRALS -NRM will offer ref.srrais fer customers that could benefit by lamp and ballast changes or other ty~es of energy conservation rm)asu:-es to vendors contracted by CPA.U. QUALITY CONTROL -Since 1995, NRM has taken severa! steps to ensure quality centrol for the end user and each utility program. o Thorough training of all staff members performing audits and sales. D Routine checks of audits by NRM management to ensure accuracy and completeness. NRM has regular meetings to review personal performance. D Implementation of system test checklists and installer sign-offs subsequent to installations. D Evaluations of installations and regular communications of tips and recommendations for higher quality installs. D In some cases, installations cannot be performed as audited due to pre-existing wiring conditions, refrigeration equipment functionality or building configuration. Installations that are different from what was audited undergo corrections to proposals, kWh savings and final invoice price. D From time to time or at a customer's request, NRM downloads equipment runtimes from installed CoolTrol system to ensure persistence. Typically, NRM reviews the downloads with customers to explain actual energy savings. TARGET MARKET NRM estimates 25 Liquor, Grocery and C-Store sites; 160 Restaurants; 5 Wholesale/Cold Storage (Fruit, Produce, Meat, etc); 60 Other (Hotels with kitchens, schools, universities, etc). PROGRAM OBJECTIVES 1. NRM Conduct 50 Audits and Evaluations over a 3 year period. 2. NRM will Perform up to 24 installs over the 3 year duration of the program -this will deplete program budget and deliver at least 6,000,000 lifecycle kWh. Budget will used at a rate of $100,000 per year. 3. NRM will obtain feedback from customers of the program that they are happy with their installations and achieved estimated savings. 4. NRM will request feedback from refrigeration contractors for our customers that they understand how the system works. 5. For those customers that did not participate in the program due to incentive limitations, NRM will request feedback they would like to participate in the future if the program is extended in duration. PROGRAM IMPLEMENTA TlON 1. NRM will Develop one page document (marketing piece) which describes NRM Express Refrigeration Program for CPAU. This collateral piece will be given to target group at the time of the audit. 2. CPAU and NRM will Review of existing collateral materials that describe our products. These are the materials that will be provided to target group during the audit and evaluation. Natiol1al Resourceivlanagement 480 :-Ieponset St, Bldg #2 Canton,MA 02021 Exhibit A NRM Express Refrigeration Program -Final Scope of \Nork 3. CPAU and NR~i! will Review of NRi\l v\fork and Authorizaton Form. This is the contract that indic8tes the customer would like to move forvvard with a project. 4. CPAU and NRM will Review of analysis tool which estimates savings based on audited informaticn. This should not take long since it has been widely accepted by other ut:Hty programs. National Resource Managemcnt 430 Neponset St, BJdg #2 Canton, MA 02021 Exhibit B NRM Express Refrigeration Program -PROJECT SCHEDULE TERM This is a ons-contract with the option of two additional one-year terms. PROJECT SCHEDULE -June 2009 through June 2012 1. Audit/Evaluation -This portion of the program will begin when Program Development phase ends. It will run through May 2012 or until all funds are accounted for with customers that have enrolled. NRM will provide CPAU monthly reports that list all sites where an audit has been conducted, status of the project (customer is interested, not interested, enrolled) and potential lifetime savings at that site. Audits Signed Contracts Year 1 20 8 Year 2 20 8 Year 3 10 8 Total 50 24 2. Installation -This portion of the project will begin within 45 days of the first customer enrollment. It is likely to run from July 2009 through May 2012 or until all customers who have enrolled in Audit/Evaluation have undergone an installation. NRM will provide CPAU monthly reports that list all sites where an installation has taken place, the project cost, the incentive amount, the kWh savings and KW savings. Additionally, monthly invoices will be mailed (one for each site) that has a complete breakdown of what has been installed, accompanied by an installer completion form. Finally, a detailed energy analysis will also be provided that details and quantifies the energy savings for each measure installed. I # Installs Lifetime kWh Delivered Year 1 8 2,000,000 -, Year 2 8 2,000,000 Year 3 8 2,000,000 Total 24 6,000,000 3. Payment --Invoices will be mailed at the end of each month for all installations performed during that month. The customer will be responsible for the difference between the total project cost and CPAU incentive (if applicable). Payments to NRM are net 30 days. National Resource Management 480 Nepon::;et St. Bldg #2 Canton, \:1A 02021 Exhibit B NRl\1 Express Refrigeration Program -PROJECT SCHEiJULE NRM's Express Refrigeration Program is designed to target those customers with commercial refrigeration, conduct a free audit and assessment for them, provide a detailed analysis that shows exactly how much energy they can save by installing our measures and provide them with the assurance our equipment works. If necessary, we will explain to their refrigeration tech how our equipment works. NRM provides a lengthy warranty period - 2 years for Cooltrol® (parts and labor) and 1 year for ECM's and LED's (parts and Labor). Because NRM's technicians are licensed in the electrical and refrigeration field, the customer is assured that our equipment will in no way jeopardize the life of their refrigeration equipment or the product that is in it. Additionally, because we are high tech company that is constantly creating new products in this field, the customer will be getting a product that is 'supermarket' level quality or better with little or no cost to them. The program can be summarized in the following steps: Identify target market, audit target market, perform evaluation and final perform the installations. PROGRAM OBJECTIVES 1. NRM Conduct 50 Audits and Evaluations over a 3 year period. 2. NRM will Perform up to 24 installs over the 3 year duration of the program -this will deplete program budget and deliver at least 6,000,000 lifecycle kWh. Budget will used at a rate of $100,000 per year. 3. N RM will obtarn feedback from customers of the program that they are happy with their installations and achieved estimated savings. 4. NRM will request feedback from refrigeration contractors for our customers that they understand how the system works. 5. For those customers that did not participate in the program due to incentive limitations, NRM will request feedback they would like to participate in the future if the program is extended in duration. PROGRAM IMPLEMENTA TlON 1. NRM will Develop one page document (marketing piece) which describes NRM Express Refrigeration Program for CPAll. This collateral piece will be given to target group at the time of tt18 audit. 2. CPAU and NRM will Review of existing collateral materials that describe our products. These are the materials that will be provided to target group during the audit and evaluation. 3. CPAU and NRM will Review of NRM Work and Authorization Form. This is the contract that indicates the customer would like to move forward with a project. 4. CPAU and NRM will Review of analysis tool which estimates savings based on audited information. This should not take long since it has been widely accepted by other utility programs. Nil(iollal Resource Management 480 Neponset St, Bldg #2 Canton, MA 02021 EXHlBiT C . h8.s 11 ~ years cx;:er:c;-'~\~e if. e:'cesti,,"'ai' a}.;l;." ·0 '1',,-', on c-"s,o_f,'::1,~t;,-\'O",,1 .\. J..'-' I";' l)j,.I.!L} L 0 v!.._'\. !. .i ' ..... oJ ;"w. .......... ,:.",l.l.-...LJ, Bose Corporation ar:d S~aples. Lary "Yilliams, Auditing and Sales/Energy Consultant Over 20 years of sales experience. Strengths include good presentation and closing skills, results oriented and works well with any size customer. Lary currently with all ofNRM's Bay A.rea programs. He has been with NRM for 1 112 years. Joe Brewer, Installations/Technical Support Joe is responsible for all installations and technical support for the P AU Express Refrigeration Program. currently oversees 4 electrical and refrigeration technicians who perform all installations in our Bay program. Joe has over 8 years of experience in the electrical trade and has focused on refrigeration and controls since he joined NRM 3 years ago. Gina Questlld, Office rvfanager is responsible for all tracking, customer file maintenance and invoicing. She will also provide any monthly reports required by PAU. Gina performs similar functions for KErviA., SVP and Ecology Action. All of NRM's staff memhers have c-mai], voice mail and are reqllirect to carry cell phones. In addition, all personnel are proficient in Microsoft applications, database administration and file management. Chapter 8 -Proposal Costs lvfEASURE COSTS -Following is a description of standard offerings NRi\f. .Also included is the price (materials and labor, no tax) for each measure. o WALK-IN COOLER/FREEZER TErvlPERATURE & EVAPORATOR FAN CONTROL (COOLTROL@) -NRM charges per solenoid circuit/compressorlcooler/free7.erlzom~. TIle 1st fC is $2~095.00. Each additiollai solenoid circuiticomprcssor/cooierlfreezcrizonc is $1~2BS.()O. Additional clJarges maybe applied for mOle intricate instaliatiolls, such as larger supermarkets 3nd cold storage facilities, which require additional engineering and labor work. 1 st FC = $1,550 materials, $545 labor Add'l FC = $840 materials, $445 labor o COOLER DOOR HEATER -NRM charges per circuit or relay installed. The 1st cooler door heater circuiUrelay is $1,175.00. Each additional cooler door heater circuit/relay is $900.00. 1 st DH = $730 materials, $445 labor Add'l DH = $555 materials, $345 labor National Resource Management 480 Neponset St, Bldg #2 Canton. LvIA 0202 t 1 sc FH == 5730 materials, 5445 labor Add'l FH :5555 materials, $345 bbor Gcor CJ NOVELTY COOLER CONTROL NIGHT SECT OFF -NR.\rI charges $325.00 for each nm-elty unit that is controlled . . Materials = $170, labor $155 o EC (Electronical1y Commutated) Evaporator Fan Replacement Motor (for walk-ins)- NRM charges $305.00 for each motor that is replaced with its standard ME59 and ME30 ECM (Materials = $165, labor = $140). This motor replaces standard 1115 HP and smaller motors. This price includes any blades or brackets that maybe needed in the retrofit. Larger size HP motors (1/4 HP, 1/3 HP, V2 HP and % HP), for example our ME125 ECM cost $430 per motor (Materials = $290, labor = $140). o SSC2 (Solid State Commutated) Evaporator Fan Replacement Motor (for reach-in cases) -NRM charges $130.00 for each ME25 that is replaced in a case. This includes pre-metering motors in the cases to determine existing motor type (shaded pole, PSC, ECM) and existing wattage draw to calculate savings. This also includes associated labor costs to replace motors that typically must be done at night or during off hours and requires moving food in cases. Materials = $65, Labor = $65 o LED LIGHTBAR REPLACEMENT For Freestanding Units and Walk-ins NRM charges $445.00 for each door on a Walk-in or F/S Unit that is replaced with its NSG-60 DF LED Light Bar (Material = $355, Labor $90) and $490.00 for each door on a Walk-in or F/S Unit that is replaced with its NSG-72 DF LED Light Bar (Material $400, Labor = $90). National Resource Management 480 Neponset St, Bldg #2 Canton, MA 02021 Exhibit D INSURANCE REQU1REiV1ENTS COt'lTRACTORS TO THE CITY OF PALO Ai.. TO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT G8TA:N AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOVV, AFFORDED BY COMPANIES W!TH A}Ji BEST'S KEY RATING OF A·:V!l, OR HIGHE~, LlC:=NSED OR AUTHORIZED TO TRANSACT INSURANCE 8i..iSINESS lN THE STATE OF CALIFORNIA. !:I,'i'/ARD IS CONTINGENT ON COMPLIANCE WITH Clrf'S INSURANCE REQU1REMENTS AS SPECIFlED BELOW' , , I REQUIRED I MINIMUM LIMITS TYPE OF COVERAGE REQUIREMENT EACH OCCURRENCE AGGREGATE YES WORKER'S COMPENSATION STATUTORY YES EMPLOYER'S LIABILITY STATUTORY BODILY INJURY $1,000,000 $1,000,000 YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE $1,000,000 $1,000,000 PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL BODILY INJURY & PROPERTY DAMAGE $1,000,000 $1,000,000 LIABILITY COMBINED. BODILY INJURY $1,000,000 $1,000,000 . EACH PERSON $1,000,000 $1,000,000 . EACH OCCURRENCE $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON·OWNED PROPERTY DAMAGE $1,000,000 $1,000,000 BODILY INJURY AND PROPERTY $1,000,000 $1,000,000 DAMAGE, COMBINED PROFESSIONAL LIABILITY, I INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT ! PERFORMANCE ALL DAMAGES $1,000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSUL TANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS' COMPENSATION, EMPLOYER'S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES, L INSURANCE COVERAGE MUST INCLUDE: A. A PROVISION FOR A WRITTEN THIRTY DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION; AND B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR'S AGREEMENT TO INDEMNIFY CITY. C. DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY'S PRIOR APPROVAL. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE. III. ENDORSEMENT PROVISIONS. WITH RESPECT TO THE INSURANCE AFFORDED TO "ADDITIONAL INSUREDS" A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. B. CROSS LIABILITY Rev. 11/07 Exhitit D iNSURANCE RE(~UjREMENTS TH:: NANliNG OF f'vlORE THAN ONE PERSON, FIRM, OR CORPORATION I\S INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON AUNE, EXTINGUISH i~NY RIGHTS OF THE INSURED AGAINST ANOTHER, GUT THIS ENDORSEMENT, AND THE NAiVliNG OF MULTIPLE INSUREDS, SHALL (\JOT INCREA,SE THE TOTAL LIABILITY OF TiiE COlvlPANY UNDER THIS POLICY. C, NOTICE OF CANCELLATION 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2, IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. NOTICES SHALL BE MAILED TO: Rev. 11107 PURCHASING AND CONTRACT ADMINISTRATION CITY OF PALO ALTO P.O. BOX 10250 PALO ALTO, CA 94303. I I Client#: 36573 NATlORES ACORDrM CERT1F1CATE OF LIABILITY INSURANCE DATE {MMiDDlYY'fV) 011.'28/09 ?"lODUC2R STARKWEATHER 8. SHEPLEY (MAl 400 Slue Hiil Drive Suite 138 'Nestwood, MA 02090·2161 COVERAGES NATIONAL RESOURCE MANAGEMErrr 430 NEPONSET ST CANTON, MA 02021 TH1S CERTIFICATE IS ISSUED AS A ,V1;\TTER OF INFORMATION ONLf AND CONFERS NO RIGHTS UPON THE CERTIFICA fE THIS CERTifiCATe DOES NOT AMEND, EXTEND OR THE COVERAGE BELOW. THE POLICiES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFiCATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS ~t; ~~~c TYPE OF INSURANCE POLICY NUMBER PDOA'?~i,i~r88ii~\E P~~fl f~~:;<t~~N LIMITS A GENERAL lIABILITY 6807977C34ATIL 10/01/08 10/01109 EACH OCCURRENCE $1 000000 A COMMERCIAL GENERAL LlASILITY 6808302C290TCT 10/01/08 10/01109 ~~~~~~J?E~ENTED $300000 CLAIMS MADE ~ OCCUR MED EXP (Anyone person) $10000 PERSONAL & AOV INJURY $1 000000 GENERAL AGGREGATE $2000000 GEN'L AGGREn LIMIT APPLIES PER: PRODUCTS -COMP/OP AGG $2000000 n PRO-n POLICY JECr LOC A ~TOMOBILE LIABILITY BA8290C907SEL 10101/08 10101/09 COMBINED SINGLE liMIT A X ANY AUTO BA7977C928SEL 10/01/08 10/01/09 (Ea accident) $1,000,000 c-- !--ALL OWNED AUTOS BODILY INJURY (Pe( person) $ SCHEDULED AUTOS !--~ HIRED AUTOS BODilY INJURY $ ~ NON-OWNED AUTOS (Per Bccidenl) r-PROPERTY DAMAGE (Per accident) $ GARAG!; LIABILITY AUTO ONLY· Ell AC $ R ANY AUTO ' ------- OTHER THAN $ AUTO ONLY: A ~ESSJUMBRELLA LIABILITY CUP5414Y31A 10/01/08 10/01/09 EACH OCCURRENCE $5000000 X OCCUR C CLAIMS MADE AGGREGATE $5000000 P DEDUCTIBLE $ $ X i RETENTION $10000 $ A WORKERS COMPENSATION AND UB7769C132 10/01/08 10/01/09 X I T~~;[~Ws I EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNERlEXECUTIVE E.L. EACH ACCIDENT $500,000 OFFICERlMEMBER EXCLUDED? E,l, DISEASE -EA EMPL OYEE ~?!!g,ooo . __ ~. " yes, describe untle-, --------------- SPECIAL PROVISIONS below E.l, DISEASE -POLICY LIMIT $500,000 ... OHlER DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS • 10 days notice of cancellation for non payment of premium SERTIFICA TE HOLDER CANCELLATION "SAMPLE· for Bid Purposes" ACORD 25 (2001/08) 1 of 2 #S206854/M 19977 5 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL ~ DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR REPRESENTATIVES, AUTHORIZED REPRESENTATIVE "E~'(' kit··ll..A>"-,, KMO @ ACORD CORPORATION 1988 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). If SUBROGATION IS WAIVED. subject to the terms and conditions of the policy. certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder. nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25·S (2001/08) 2 of 2 #S206854/M199775 EXH I BlT E p\s suppliers of or ssriic8S to t;;e City of Pai:: t;-;& fit:;! ar:c irClvit~l,.;als !;3zed cs;c,,v certify that they do rot discriminat8 ir: 8r:lplcyment of any person because cf race, s:'<i" eeler, ger.der, age, religion, disabilitj, natioral erigir:, ancestij, sax:..!21 crier,tallen, hocsir,g mar:tai status, familial status, weight or height of such person; that tr,ey are in compliarce with 8;: Federal, State and local directives ar,d executive orders regardir:g nondiscrimir.ation in employment. 1. If Proposer is INDIVIDUAL, sign here: Oate: _____ _ Proposer's Signature Proposer's typed name and title 2. If Proposer is PARTNERSHIP or JOiNT VENTURE, at least (2) Partners or each of Ihe Joint Venturers shall sign here: Partnership or Joint Venture Name (type or print) Oate: _____ _ Member of the Partnership or Joint Venture signature Date: _____ _ Member of the Partnership or Joint Venture signature 3. If Proposer is a COR?ORAT10N. the duly authorized officer(s) shall sign as follows: The under~d ~rt~ that t:ey ~ respectively: tJ /(0"/" -:--:-_--'~=--_~.=--. _I<:...-r_-=--_::'_, c-_<?V\ _____ and ~~~~~L/d...-:t:.d~1t'~tL./\ Title / Of the corporation named bolow; that they are desinnatecl 10 siDn tile Proposal Cost Forni by resolution (attach a certified copy, with corporate seal, if applicable, notarized as to its authenticity or Secretary's certificate of authorization) for and on behalf of the below named CORPORATION, and that they are authorized to execute same tor and on behalf of said CORPORATION. rnl"\'C<:l"c,n Name (type or print) -----~1~~--~------------·-·----------Date: City of Palo Alto -RFP 130404