HomeMy WebLinkAboutStaff Report 3565
City of Palo Alto (ID # 3565)
City Council Staff Report
Report Type: Consent Calendar Meeting Date: 4/8/2013
City of Palo Alto Page 1
Council Priority: Environmental Sustainability
Summary Title: Amendment One to the BASE Contract
Title: Recommendation that City Council Approve Amendment No. 1 to a
Contract with BASE Energy, Inc. for the Administration of a Third -Party Non-
Residential New Construction Efficiency Program
From: City Manager
Lead Department: Utilities
Recommendation
Approve and authorize the City Manager or his designee to execute the attached Amendment
No. 1 to a contract with Base Energy, Inc. (Attachment A) in the amount of $158,610 for two
additional years. The contract will be increased from a three year contract with an original cost
of $201,390 to a five year contract with a total cost of $360,000. The increase is necessary to
complete a very large new construction project with significant energy savings potential.
Executive Summary
The City Council approved updated energy efficiency goals for the next 10 years (approved
December 17, 2012 #3358). The City of Palo Alto Utilities department has a variety of efficiency
programs designed to assist all customers in different types of situations. The most cost-
effective time to make significant energy saving improvements to a facility is at the point of
new construction or major retrofit; new construction programs for residents and for businesses
were developed in 2011.
The Business New Construction program administered by BASE (BASE) Energy, Inc. was
developed to assist developers and architects to design and build the most efficient structures
for commercial and industrial customers in Palo Alto. The contract originally approved on May
16, 2011 and executed on July 1, 2011 (#1538) had a limited budget and timeline, as the
economy at that point in time was very slow, and the new business construction program was
stagnant.
City of Palo Alto Page 2
In addition to working with a number of businesses to provide energy efficiency results, BASE
has been working with one large non-residential customer in town during the design of a new
facility. Significant potential for energy savings has been found. However, that construction
will exceed both the timeline and the budget for the current program. In order to complete this
project and to continue to provide new construction service for businesses, Council is
requested to approve and authorize the Amendment to the contract to increase both its time
period from three to five years and its overall cost from $201,390 to $360,000.
Background
BASE delivers energy efficiency advice and recommendations to businesses completing a new
construction or major retrofit in Palo Alto. The original contract was approved by Council on
May 16, 2011 (#1530) and executed on July 1, 2011 for a period of three years. The contractor
has been providing a new construction rebate and customer recommendation service for
business customers since that time.
Discussion
Project Description
BASE delivers energy efficiency advice and recommendations to businesses completing a new
construction or major retrofit in Palo Alto. BASE completes a detailed engineering and
economic feasibility study, describing the operation of design systems and equipment, along
with the energy and water used by these systems. The study includes recommendations for
alternative systems and equipment, including estimates of expected energy use and related
savings, along with the incremental cost of these installations and the rebates to be provided by
the utility.
Once the construction project is completed, BASE verifies that the energy saving systems and
equipment were installed. The customer is then paid incentives by the utility for the energy
savings, while BASE receives an incentive for finding the savings and assisting the customer with
the installation.
Scope of Work and Timeline of the Proposed Contract
The program originally began in July 2011 and was scheduled to end in December 2013. One
very large construction project with significant energy savings potential was identified in 2012.
In order for both the customer and BASE to complete the installation and verification of the
efficient construction completion, the contract needs to be extended through the end of July
2016. In addition, to allow for BASE to be paid the contracted levels of payment for finding
these savings, the contract needs to be Amended to increase the total authorized amount.
City of Palo Alto Page 3
Extending the contract for an additional two years allows the completion of this particular
customer efficiency project. Adding funds to the contract allows the contractor to be paid on a
per kilowatt hour (kWh) and therm basis for the energy savings found in the project. Finally,
enhancing the length and scope of the program will allow additional new construction projects
to be assisted with efficient measure installation and for the contractor to be paid for this
assistance. .
Resource Impacts
Funds for this program are included in the FY 2013 Demand Side Management budgets in the
electric and natural gas operating funds. There are adequate funds in the FY 2014 and FY 2015
projected budgets to pay for the extension of the work in this contract.
Policy Impacts
The recommendation is consistent with Council policy and supports the electric and natural gas
efficiency goals approved by City Council in December 2012.
Environmental Review
Authorization of the Amendment to the contract with BASE Engineering, Inc. does not meet the
definition of a project pursuant to Section 21065 of the California Environmental Quality Act
(CEQA), thus, no environmental review is required.
Attachments:
Attachment A: BASE Amendment No 1 (PDF)
Attachment B: BASE Contract C11141002 (PDF)
AMENDMENT ONE TO CONTRACT NO. C11141002 BETWEEN THE CITY OF PALO ALTO AND BASE ENERGY, INC.
This Amendment No. One to Contract No. C11141002 (“Contract”) is
entered into _______________, 2013, by and between the CITY OF PALO ALTO, a charter city and a municipal corporation of the State of California (“CITY”), and BASE ENERGY, INC., a California Corporation, located at Five
Third Street, Suite 630, San Francisco, CA 94103 (“CONSULTANT”).
R E C I T A L S: WHEREAS, The Contract was entered into between parties for the
provision of third-party delivery of a business new construction program; and
WHEREAS, the parties wish to amend the Contract;
NOW, THEREFORE, in consideration of the covenants, terms, conditions
and provisions of this Amendment, the parties agree:
SECTION 1. Section 2. TERM is hereby amended to read as follows:
“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 Agreement.”
SECTION 2. Section 4. NOT TO EXCEED COMPENSATION is hereby
amended to read as follows:
“The compensation to be paid to CONSULTANT for performance of the
Services described in Exhibit ‘A,’ including both payment for professional services and reimbursable expenses, shall not exceed Three Hundred Sixty
Thousand Dollars ($360,000) for a potential five years.”
SECTION 3. The following exhibit(s) to the Contract are hereby amended
to read as set forth in the attachment(s) to this Amendment, which are incorporated in full by this reference:
a. Exhibit “A” entitled “SCOPE OF SERVICES.”
b. Exhibit “B” entitled “PROJECT SCHEDULE.”
c. Exhibit “C” entitled “COMPENSATION.”
SECTION 4. Except as herein modified, all other provisions of the
Contract, including any exhibits and subsequent amendments thereto, shall
remain in full force and effect.
IN WITNESS WHEREOF , the parties have by their duly authorized
representatives executed this Amendment on the date first above written .
APPROVED: BASE ENERGY, INC .
City Manager ~~i' Name:
By:
Title: ___ DI-( ~r_L "---'n'-"'C.....,i--~tf"-'cJ"""-'=---
APPROVED AS TO FORM:
Senior Asst. City Attorney
Attachments :
EXHIBIT "A":
EXHIBIT "B":
EXHIBIT "C":
SCOPE OF SERVICES
PROJECT SCHEDULE
COMPENSATION
EXHIBIT A: SCOPE OF SERVICES
This document provides a proposal for a contract modification to Base Energy,
Inc.’s (“BASE”) Business New Construction Program (BNC), Contract No.
C11141002. The main intent of this proposal is to extend BASE’s program for an additional two year and provide funding for this extension to complete a large efficiency project at a major industrial customer in Palo Alto as well as to assist
additional industrial and commercial projects that may be completed during this
time frame. This will include modifications in the following items from Contract
No. C11141002:
Increase the scope of work’s project energy savings from 2,436,669 kWh
and 14,665 therms to 5,437,900 kWh and 89,496 therms over the life of
the program.
Increase the not-to-exceed BASE amount from $201,391 to $360,000.
Increase the contract term from three to five years.
An alteration in performance payment in that 25% of the performance
payment estimated in the customer’s “Detailed BNC Report” be paid at the time that the report is presented to the customer and the customer signs
an agreement to complete the work.
An alteration in performance payment with the understanding that if a customer completes an approved project after the completion of the contract, that BASE be compensated for 75% of the performance payment
estimated in the “Detailed BNC Report.”
EXHIBIT B: PROJECT SCHEDULE
Program work plan and timeline will continue as in Contract No. C11141002 with
the understanding that the program will be continued until June 30, 2016 (an
extension of two years), primarily to allow the completion of one large efficiency project. However, during that time other projects, scheduled to complete prior to June 30, 2016, may be completed in accordance with the scope of work and
project schedule from the contract.
EXHIBIT C: Compensation
Table 1 below provides a cost proposal for the expansion of BASE’s BNC
Program through the end of FY 2016 on June 30, 2016. The proposal includes
costs for increasing the program length and continuing to deliver the services over the increased term.
Table 1
Cost proposal for Extension of BNC through June 30, 2016
Item Amount Payment for identified savings to date, excluding large project $ 45,000
Incentive payment for large project $200,000
Payment for future savings $ 45,000
Time and Materials for Administration and Marketing $ 70,000
Total Payment for Contract Period $360,000
Compensation to be further amended as follows:
An alteration in performance payment in that 25% of the performance
payment estimated in the customer’s “Detailed BNC Report” be paid at the
time that the report is presented to the customer and the customer signs
an agreement to complete the work.
An alteration in performance payment with the understanding that if a
customer completes an approved project after the completion of the
contract, that BASE be compensated for 75% of the performance payment
estimated in the “Detailed BNC Report.”
CITY OF PALO ALTO CONTRACT NO. CI1141002
AGREEMENT BETWEEN THE CITY OF PALO ALTO AND BASE ENGINEERING, INC.
FOR PROFESSIONAL SERVICES
This Agreement is entered into on this I st day of July 2011, ("Agreement") by and
between the CITY OF PALO ALTO, a California chartered municipal corporation ("CITY'~, and
BASE ENERGY, INC., a California corporation, located at 5 Third Street, Suite 630, San Francisco,
CA 94103 ("CONSULTANT").
RECITALS
The following recitals are a substantive portion of this Agreement.
A. CITY intends to provide third-party energy efficiency programs ("Project") and desires to
engage a consultant to administer, manage and deliver a third-party non-residential new construction
energy efficiency program 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 andlor certifications to provide the Services.
C. CITY in reliance on these representations desires to engage CONSULT ANT 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:
AGREEMENT
SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perfornl the Services described in
Exhibit "A" in accordance with the terms 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 PERFORMANCE. Time is of the essence in the performance of
Services under this Agreement. CONSULTANT 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 part
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 for delay if the extension is required due to the fault of CONSULTANT.
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SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to
CONSULTANT for performance of the Services described in Exhibit "A", including both payment
for professional services and reimbursable expenses, shall not exceed Sixty Seven Thousand One
Hundred Dollars per year ($67,130 / year) for a not-to-exceed amount of $20 1 ,390 for 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". CONSULT ANT 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 performed the services, hours worked, hourly rates, and
reimbursable expenses), based upon the CONSULTANT'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 CONSULTANT'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. OUALIFICATIONS/STANDARD OF CARE. All of the Services shall be
performed by CONSULTANT or nuder CONSULTANT's supervision. CONSULTANT represents
that it possesses the professional and technical personnel necessary to perform 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, if permitted,
have and shall maintain during the term of this Agreement all licenses, permits, qualifications,
insurance and approvals of whatever natnre that are legally required to perform the Services.
All of the services to be furnished 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 California under the same or similar
circumstances.
SECTION 7. COMPLIANCE WITH LAWS. 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 permits and licenses, pay all
charges and fees, and give all notices required by law in the performance of the Services.
SECTION 8. ERRORS/OMISSIONS. 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 CONSUL TANT has prepared plans and specifications or other design
documents to construct the Project, CONSULTANT shall be obligated to correct any and all errors,
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omissions or ambiguities discovered prior to and during the course of construction of the Project.
This obligation shall survive termination of the Agreement.
SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works
project, CONSULTANT 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, CONSULTANT 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 ~ost to CITY.
SECTION 10. INDEPENDENT CONTRACTOR. It is understood and agreed that in performing
the Services under this Agreement CONSULTANT, and any person employed by or contracted with
CONSULTANT 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. CONSULTANT shall not assign or
transfer any interest in this Agreement nor the performance of any of CONSULTANT's obligations
hereunder without the prior written consent of 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.
SECTION 12. SUBCONTRACTING.
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
subconsultant. CONSULTANT shall change or add subconsultants only with the prior approval of
the city manager or his designee.
SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Ahmad Ganji as the
Project Manager 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 ofthe 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 Services Division,
250 Hamilton Avenue, Palo Alto, CA 94303, Telephone: (650)329-2652. The project manager will
be CONSULTANT's point of contact with respect to performance, progress and execution of the
Services. The CITY may designate an alternate project manager from time to time.
SECTION 14. OWNERSIDP OF MATERIALS. Upon delivery, all work product, including
without limitation, all writings, drawings, plans, reports, specifications, calculations, documents,
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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. CONSULTANT 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, CONSULTANT'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 above, nothing in this Section 16 shall be construed to
require CONSULTANT to indemnify an Indemnified Party from Claims arising from the active
negligence, sole negligence or willful misconduct of an Indemnified 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.
SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any covenant,
term, condition or provision of this Agreement, or of the provisions of any ordinance or law, will not
be deemed to be a waiver of any other term, covenant, condition, provisions, ordinance orlaw, or of
any subsequent breach or violation of the same or of any other term, covenant, condition, provision,
ordinance or law.
SECTION 18. INSURANCE.
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18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full
force and effect during the term of this Agreement, the insurance coverage described in Exhibit "D".
CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an
additional insured under any general liability or automobile policy or policies.
18.2. All insurance coverage required hereunder shall be provided through carriers
with AM 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 of this Agreement. The certificates will be subjectto 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 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 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. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.
19.1. The City Manager may suspend the performance of the Services, in whole or
in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written
notice thereofto CONSULTANT. Upon receipt of such notice, CONSULTANT will immediately
discontinue its performance of the Services.
19.2. CONSULTANT 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 connection 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
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or before the effective date (i.e., 10 days after giving notice) of suspension or termination; provided,
however, if this Agreement is suspended or terminated on account of a default by CONSULTANT,
CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT's
services which are of direct and immediate benefit to CITY as such determination may be made by
the City Manager acting in the reasonable exercise ofhislher discretion. The following Sections will
survive any expiration or termination of this Agreement: 14, 15, 16, 19.4,20, and 25.
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 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
To CONSULTANT: Attention of the project director
at the address of CONSULTANT recited above
SECTION 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.
21.2. CONSULTANT further covenants that, in the performance of this Agreement,
it will not employ subconsultants, contractors or persons having such an interest. CONSULTANT
certifies that no person who has or will 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 Govermnent 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. CONSULTANT acknowledges that it has read and understands the
provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination
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Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section
2.30.510 pertaining to nondiscrimination in employment.
SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE
REOUIREMENTS. CONSULTANT shall comply with the City's Environmentally Preferred
Purchasing policies which are available at the City's Purchasing Department, incorporated by
reference and may be amended from time to time. CONSULTANT shall comply with waste
reduction, reuse, recycling and disposal requirements of the City's Zero Waste Program. Zero
Waste best practices include first minimizing and reducing waste; second, reusing waste and third,
recycling or composting waste. In particular, Consultant shall comply with the following zero waste
requirements:
• All printed materials provided by Consultant to City generated from a personal
computer and printer including but not limited to, proposals, quotes, invoices,
reports, and public education materials, shall be double-sided and printed on a
minimum of30% or greater post-consumer content paper, unless otherwise approved
by the City's Project Manager. Any submitted materials printed by a professional
printing company shall be a minimum of30% or greater post-consumer material and
printed with vegetable based inks.
• Goods purchased by Consultant on behalf of the City shall be purchased in
accordance with the City's Environmental Purchasing Policy including but not
limited to Extended Producer Responsibility requirements for products and
packaging. A copy of this policy is on file at the Purchasing Office.
• Reusable/returnable pallets shall be taken back by the Consultant, at no additional
cost to the City, for reuse or recycling. Consultant shall provide documentation from
the facility accepting the pallets to verifY that pallets are not being disposed.
SECTION 24. NON-APPROPRIATION
24.1. 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 terminate without any penalty (a)
at the end of any fiscal year in the event that funds are not appropriated for the following fis9al year,
or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of
the fiscal year and funds for this Agreement are no longer available. This section shall take
precedence in the event of a conflict with any other covenant, term, condition, or provision of this
Agreement.
SECTION 25. MISCELLANEOUS PROVISIONS.
25.1. This Agreement will be governed by the laws of the State of California.
25.2. 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.
25.3. 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.
25.4. This document represents the entire and integrated agreement between the
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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.
25.5. The covenants, terms, conditions and provisions ofthis Agreement will apply
to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants of the
parties.
25.6. 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.
25.7. 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
duly executed amendment hereto are by such reference incorporated in this Agreement and will be
deemed to be a part of this Agreement.
25.8 If, pursuant ·to this contract with CONSULTANT, City shares with
CONSULTANT personal information as defined in California Civil Code section l798.81.5(d)
about a California resident ("Personal Information"), CONSULTANT shall maintain reasonable and
appropriate security procedures to protect thai Personal Information, and shall inform City
innnediately upon learning that there has been a breach in the security of the system or in the
security of the Personal Information. CONSULTANT shall not use Personallnforrnation for direct
marketing purposes without City's express written consent.
25.9 The individuals executing this Agreement represent and warrant that they have
the legal capacity and anthority to do so on behalf oftheir respective legal entities .
. IN WITNESS WHEREOF, the parties hereto have by their duly authorized
representatives executed this Agreement on the date first above written.
CITY OF PALO ALTO BASE ENERGY, INC.
:~.Zft~· City Manager
APPROVED AS TO FORM:
Title: fr'b n () '.p " e
Senior Asst. City Attorney
Attachments:
EXHIBIT "A":
EXHIBIT "B":
EXHIBIT "C":
EXHIBIT "D":
SCOPE OF WORK
SCHEDULE OF PERFORMANCE
COMPENSATION
INSURANCE REQUIREMENTS
.. ;.
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EXHIBIT "A"
SCOPE OF SERVICES
Consultant shall deliver energy efficiency program to non-residential customers served by the City
of Palo Alto Utilities (CPAU) Department.
Scope of Work -Task Description
To successfully complete this project, BASE proposes dividing the work into the
following tasks and sUb-tasks:
Task 1 Program Marketing
1.1 Customer Recruitment
1.2 Project Development
Task 2 Program Implementation
2.1 Project Feasibility Study
2.2 Process Program Application
2.3 Technical Assistance
2.4 Project Implementation Verification
2.5 Conflict Resolution
Task 3 Program Administration
3.1 Meetings and Communications with City of Palo Alto
3.2 Program Set-Up
3.3 Progress Reporting
3.4 Invoicing
3.5 Develop Program Documentation
3.6 Program Closure
A description of the tasks and sub-tasks follows.
Task 1: Program Marketing
The initial marketing objectives will include promoting program awareness and recruiting
customers into the program. As the program progresses, the marketing objectives will
slightly shift towards maximizing the number of identified projects that get implemented.
To successfully complete this task, work will be subdivided into the following subtasks:
Sub-Task 1.1: Customer Recruitment
Various program marketing materials will be developed and/or purchased to help
promote program awareness and recruit customers. Initial marketing materials that will
be developed include: marketing plan, program website, brochure, case studies, and
presentations. These materials will be disseminated by attending workshops, .
organizing informational workshops, mail-ins, and through the program website. Initial
program marketing activities will be targeted to:
o Architects and Design Engineers: In conjunction with the City of Palo Alto, BASE
will organize workshops targeted to architects and design engineers to promote
the program and explain how we can collaborate to better serve the customer.
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o City of Palo Alto Personnel: In conjunction with the City of Palo Alto BASE will
organize workshops targeted to the City's Permitting Department to promote the
program and explore ways in which the program can be incorporated (on a
voluntary basis) into the new business permitting process.
o City of Palo Alto Utility Customers: Existing City of Palo Alto Utility customers will
be contacted directly or through their Utility Account Representatives to ensure
that customers seeking to construct new buildings/facilities or those who seek to
expand existing system capacity can do so in an energy, water, and cost efficient
manner.
Deliverables: Marketing Plan, Marketing Materials and Program Training
Workshops
Timeline: Ongoing throughout the program life
Sub-Task 1.2: Project Development
Potential program customers will be pre-screened through a short phone interview to
ensure that the customer is seeking help under the correct energy efficiency program. If
our program is not right for the customer, BASE staff will redirect the customer to other
City of Palo Alto program that could best serve their needs. After completing the phone
interview, BASE will schedule a project kick off meeting with the customer (owner
and/or design engineer) to: 1) explain the program partiCipation process and 2) collect
needed information to identify the potential energy and water efficiency opportunities.
Once the information is collected and analyzed, BASE staff will develop a Technical
Memorandum identifying the potential energy and water efficiency opportunities and
provide the customer/designer with preliminary water, energy, demand, and cost
savings as well as expected incentive amount. The Technical Memorandum will be
presented and discussed with the customer.
Deliverable: Customer Technical Memorandum
Timeline: One week after all needed customer information is collected
Program Implementation
After reviewing the Technical Memorandum the customer will decide on the energy and
water efficiency opportunities to implement. The selected measures will become the
basis for developing and processing the Program Application. To successfully complete
this task, work will be subdivided into the following sub-tasks:
Sub-Task 1.3: Project Feasibility Study
A detailed engineering and economic feasibility study will be developed for the
customer. The study will describe operation of the designed systems and equipment
considered, establish energy and water consumption baselines, estimate the proposed
energy and water consumption and energy and water savings, estimate the expected
. incremental measure cost, and estimate the potential financial incentive for
implementing the recommended upgrades. The feasibility study will help the customer
to further assess the economics of the proposed projects and at the same time serve as
a basis to more accurately document projected savings.
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Deliverable: Comprehensive Energy and Water Efficiency Feasibility Study
Timeline: One month after all needed customer information is collected
Sub-Task 1.4: Process Program Application
Along with the Project Feasibility Study BASE staff will prepare a Signature-ready
Program Application. The Program Application will commit BASE to reserve the
estimated incentive amount and commit the customer to implement the selected
projects.
Deliverable: Signature-Ready Program Application
Timeline: Program Application will be delivered to the customer in
conjunction with the Project Feasibility Study
Sub-Task 1.5: Technical Assistance
While the customer moves forward with the project BASE staff will assist the customer
with any technical questions regarding the recommended projects. BASE staff will work
with the customer's system designers, contractors, and/or equipment vendors to ensure
installed projects operate as intended.
/
Sub-Task 1.6: Project Implementation Verification
After proposed projects are implemented and operational the customer will notify BASE
of project completion. BASE will schedule a site visit with the customer to inspect the
installed project. BASE staff will notify the customer of any deficiencies in
implementation and recommended modifications (if needed). Once the implementation
verification is approved, BASE will develop a Verification Report to document installed
energy saVings.
Deliverable: Verification Report
Timeline: One week after completing a successful verification inspection
Sub-Task 1.7: Conflict Resolution
BASE recognizes that specific issues may arise from time to time. BASE will develop
procedures for dealing with potential conflicts between BASE-Customer. In addition to
developing procedures, BASE will record any outstanding issues and methods of
resolution in a Conflict Resolution Log and submitted to the City Program Manager in a
quarterly basis.
Deliverables: Conflict Resolution Procedures and Log
Timeline: Ongoing throughout the program life
Task 2: Program Administration
Program administration tasks include all activates related to setting up the program,
processing incentives, and satisfying reporting requirements and procedures set by the
City. To successfully meet City needs, program administration will be divided into the
following sub-tasks:
Sub-Task 2.1: Meetings and Communications with City of Palo Alto
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A successful energy efficiency program implementation requires close collaboration
between the program sponsor (City of Palo Alto Utilities) and program administrator
(BASE). Most communication will be done through email or phone conversations, with
in-person meetings scheduled on an as needed basis.
Sub-Task 2.2: Program Set-Up
In this task, BASE staff will attend meetings with the City for further training, familiarity
with the City of Palo Alto Utility Organization, and develop all the necessary program
documents such as: Program and Procedures Manual, Quality Control Plan, Conflict
Resolution Plan, Invoicing Template, and Program Forms.
Deliverables: Program Documents
Timeline: 1 months after contract is awarded
Progress Reporting
BASE staff will develop monthly, quarterly, and annual reporting templates that satisfy
City of Palo Alto reporting requirements. These reports will be developed and submitted
within the timeframe specified by the City of PaloAlto.
Deliverables: Monthly, Quarterly, and Annual Progress Reports
Timeline: Ongoing through out the program life
Sub-Task 2.3: Invoicing
BASE will submit a monthly invoice to the City of Palo Alto for program
accomplishments and installations performed in the preceding calendar month. Monthly
invoices. and supporting documents will be submitted on a schedule specified by the
City of Palo Alto. All submissions will adhere to City requirements.
Deliverable: Monthly Invoice
Timeline: Ongoing through out the program life
Sub-Task 2.4: Develop Program Documentation
On an as needed basis, BASE staff will develop new program documentation or modify
existing program documents to ensure that documents are up to date with new program
developments. New program documents may include: new program forms, expanding
the portfolio of energy efficiency projects considered under the program, etc.
Deliverables: Program Document Updates and/or New Program Documents
Timeline: Ongoing throughout the program life (on an as needed basis)
Sub-Task 2.5: Program Closure
Program activities will start ramping down by October 2013, to ensure all customers can
be fully served by the end of the program cycle (December 31, 2013). Prior to the ramp
down date, BASE staff will ensure that all services are complete, projects and measures
are installed, and all incentives are processed by BASE staff to assure that they can be
paid by December 31, 2013. Program closure announcements will be made to the City
and posted on the program website to alert program customers.
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EXHIBIT "B"
SCHEDULE OF PERFORMANCE
CONSULTANT shall perform the Services so as to complete each milestone within the number
of days/weeks specified below. The time to complete each milestone may be increased or
decreased by mutual written agreement of the project managers for CONSULTANT and CITY
so long as all work is completed within the term of the Agreement. CONSULTANT shall
provide a detailed schedule of work consistent with the schedule below within 2 weeks of receipt
of the notice to proceed.
Task 1 Program Marketing
1.1 Customer Recruitment Ongoing throughout the program life
1.2 Project Development Ongoing throughout the program life
1.3 Project Feasibility Study After interested customer located
1.4 Process Program Application After customer approves study
1.5 Technical Assistance After customer approves study
1.6 Implementation Verification After project completed
1.7 Conflict Resolution Ongoing throughout the program life
Task 2 Program Administration
2.1 Meetings and Communication At least monthly
2.2 Program Set-Up One month after contract award
2.3 Progress Reporting Monthly
2.4 Invoicing Monthly
2.5 Program Documentation Monthly
2.6 Program Closure 2Q 2014
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EXHIBIT "C"
COMPENSATION
The CITY agrees to compensate the CONSULTANT for professional services performed in
accordance with the terms and conditions of this Agreement, and as set forth in the budget
schedule below. Compensation shall be calculated based on the hourly rate schedule attached
as in the budget schedule below and up to the not to exceed budget amount for each task set
forth below.
The compensation to be paid to CONSULTANT under this Agreement for all services
described in Exhibit "A" ("Basic Services") shall not exceed$67, 130 per year for a total not
to-exceed amount of $201,390 for all three years. CONSULTANT agrees to complete all
Basic Services within this amount. Any work performed or expenses incurred for which
payment would result in a total exceeding the maximum amount of compensation set forth
herein shall be at no cost to the CITY.
CONSULTANT shall perform the tasks and categories of work as outlined and budgeted
. below. The CITY's Project Manager may approve in writing the transfer of budget amounts
between any of the tasks or categories listed below provided the total compensation for Basic
Services.
Proposal Cost Sheet -Three-Year Program
1 -Program
2-
3 -Program
Labor Category I
Performance
Program
Assistant Program
Manager
Time and Material (Tasks 1 and 3):
Performance (Task 2)
Total Program Cost
Annual Cost:
Hours I
Savings
Hourly Rate I
Performance
Rate
$67,750
$133,641
(33%)
(67%)
$201,391.00
$ 67,130.33
Cost
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EXHIBIT "D"
INSURANCE REQUIREMENTS
CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE 'EXPENSE, SHALL FOR THE TERM OF THE CONTRACT
OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES
WITHAM BEST'S KEY RA TINGOF A-,VII, OR IDGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN
THE STATE OF CALIFORNIA.
A WARD IS CONTINGENT ON COMPLIANCE WITB CITY'S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW,
MINIMUM LIMITS
REQUIRED TYPE OF COVERAGE REQUIREMENT EACH
YES
YES
YES
YES
YES
OCCURRENCE AGGREGATE
WORKER'S COMPENSATION STATUTORY
EMPLOYER'S LIABILITY STATUTORY
BODILY INJURY $1,000,000 $1,000,000
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
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, INCLUDING,
ERRORS AND OMISSIONS,
MALPRACTICE (WHEN APPLICABLE),
AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000
THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED, CONTRACTOR, ATITS 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' COMPENSATION, EMPLOYER'S LIABILITY AND PROFESSIONAL
INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES.
I. 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 REQUIIIED 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
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THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL
NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS
ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF
THE COMPANY UNDER THIS POLICY.
C. NOTICE OF CANCELLATION
I. 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 THENON-PA YMENT
OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A TEN (lO)DAY
WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
NOTICES SHALL BE MAILED TO:
PURCHASING AND CONTRACT ADMINISTRATION
CITY OF PALO ALTO
P.O. BOX 10250
PALOALTO,CA 94303
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