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HomeMy WebLinkAbout2000-04-03 City CouncilC ty TO:HONORABLE CITY COUNCIL FROM:CITY MANAGER City of Palo Alto Manager’s Report DEPARTMENT: UTILITIES 9 DATE:APRIL 3, 2000 CMR:172:00 SUBJECT:APPROVAL OF A CONTRACT WITH ENERGY MASTERS INTERNATIONAL IN THE AMOUNT OF $300,000 FOR COMPREHENSIVE ENERGY PROJECT MANAGEMENT SERVICES RECOMMENDATION Staff recommends that Council approve and authorize the Mayor to execute the attached contract with Energy Masters International, Inc., in the amount of $300,000 for comprehensive energy project management services provided to City of Palo Alto Utilities’ (CPAU) Key and Major customers. DISCUSSION Consultant Services Description The work to be performed under the contract is for energy services provided to CPAU’s Key and Major customers on an as-needed basis. Services also will be offered to the City of Palo Alto for energy projects at City facilities. Projects shall include any or all of the following: project identification, engineering analysis, project design, preparation of bid specifications, construction management, design and build services (providing qualified subcontractors), project financing, and building commissioning services (to assure new building systems are operating correctly). Typical projects include lighting retrofits, new air conditioning systems, retrofits to process equipment, and other specialized projects resulting in improved air and light quality and lower energy costs. Offering turnkey energy services shall enhance CPAU’s competitive position in comparison with other energy service providers in the area. Selection Process The Northern California Power Agency (NCPA) facilitated a competitive process for its member utilities to select an energy services company. Along with other NCPA member utilities, CPAU selected Energy Masters International to provide comprehensive energy project management services to utility customers. Energy Masters International was selected CMR:172:00 Page 1 of 2 based on the following criteria: qualifications, experience in engineering and project management, and the ability to offer competitive products and services. RESOURCE IMPACT In June 1999, City Council approved $1.744 million in funding for Electric Utility Public Benefit Programs. The services provided under the contract with Energy Masters International qualify as public benefit programs, and are an extension of the existing Industrial Comprehensive Audit Program (ICAP). Utilities staff is currentlyimplementing the ICAP and therefore, there are no additional impacts on staffresources. POLICY IMPLICATIONS This report does not represent any change to existing City policies. ENVIRONMENTAL REVIEW Categorically exempt from California Environmental Quality Act. ATTACHMENTS Attachment A:Contract PREPARED BY:Lindsay Joye, Marketing Engineer 14 f/.~//Di:Director of Utilities CITY MANAGER APPROVAL:~ EMILY H~SON Assistant Ci~ Manager CMR:172:00 Page 2 of 2 CONTRACT NO. BETWEEN THE CITY OF PALO ALTO AND ENERGY MASTERS INTERNATIONAL, INC. FOR CONSULTING SERVICES This Contract No.is entered into , by and between the CITY OF PALO ALTO, a chartered gity and a municipal corporation of the State of California ("CITY"), and ENERGY MASTERS INTERNATIONAL, INC., a Minnesota corporation,.1385 Mendota Heights Road, St. Paul, MN 55120, with a California branch office located at 215 North Marengo Avenue, Suite 370, Pasadena, CA 91101 ("CONSULTANT"). RECITALS: WHEREAS, CITY desires certain professional consulting services, including without limitation, providing energy audits, engineering, marketing plan development and implementation, and other services that may be requested by CITY ("Services") and the preparation and delivery of, without limitation, one or more sets of documents, drawings, maps, plans, designs, data, calculations, surveys, specifications, schedules or other writings ("Deliverables") (Services and Deliverables are, collectively, the "Project"), as more fully described in Exhibit "A"; and WHEREAS, CITY desires to engage CONSULTANT, including its employees, if any, in providing the Services by reason of its qualifications and experience in performing the Services, and CONSULTANT has offered to complete the Project on the terms and in the manner set forth herein; NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Contract, the parties agree: SECTION i. TERM I.i This Contract will commence on the date of its execution by CITY, and will terminate upon the completion of the Project~ unless this Contract is earlier terminated by CITY. Upon the receipt of CITY’s notice to proceed, CONSULTANT will commence work on the initial and subsequent Project tasks in accordance with the time schedule set forth in Exhibit "A". In the event that the Project is not completed within the time required through any fault of CONSULTANT, CITY’s city manager will have the option of extending the time schedule for any period of time. This provision will not preclude the recovery of damages for delay caused by CONSULTANT. 000320 cl 0071829 SECTION 2.SCOPE OF PROJECT; CHANGES & CORRECTIONS 2.1 The scope of Services and Deliverables constituting the Project will be performed, delivered or executed by CONSULTANT under the phases of the Basic Services as described below. 2.2 CITY may order substantial changes in the scope or character of the Basic Services, the Deliverables, or the Project, either decreasing or increasing the amount of work required of CONSULTANT. In the event that such changes are ordered,subject to the approval of CITY’s City Council, as may be required, CONSULTANT will be entitled to full compensation for all work performed prior to CONSULTANT’s receipt of the notice of change and further will be entitled to an extension of the time schedule. Any increase in compensation for substantial changes will be determined in accordance with the provisions of this Contract. CITY will not be liable for the cost or payment of any change in work, unless the amount of additional compensation attributable to the change in work is agreed to, in writing, by CITY before CONSULTANT commences the performance of any such change in work. SECTION 3. QUALIFICATIONS, STATUS, AND DUTIES OF CONSULTANT 3.1 CONSULTANT represents and warrants that it has the expeFtise and professional qualifications to furnish or cause to be furnished the Services and Deliverables. CONSULTANT further represents and warrants that the project director and every individual, including any consultant (or contractors), charged with the performance of the ServLces are duly licensed or certified by the State of California, to the extent such licensing or certification is required by law to perform the Services, and that the Project will be executed by them or under their supervision. CONSULTANT will furnish to CITY for approval, prior to execution of this Contract, a list of all individuals and the names of their employers or principals to be employed as consultants. 3.2 In reliance on the representations and warranties set forth in this Contract, CITY hires CONSULTANT to execute, and CONSULTANT covenants and agrees that it will execute or cause to be executed, the Project. 3.3 CONSULTANT will assign TOM DOUGHTY as the project director to have supervisory responsibility for the performance, progress, and execution of the Project. TOM DOUGHTY will be assigned as the project coordinator who will represent CONSULTANT during the day-to-day work on the Project. If circumstances or conditions subsequent to the execution of this Contract cause the substitution of the project director or project coordinator for any reason, the appointment of a substitute project director or 000320 cl 0071829 substitute project coordinator will be subject to the prior written approval of the project manager. 3.4 CONSULTANT represents and warrants that it will: 3.4.1’ Procure all permits and licenses, pay all charges and fees, and give all notices which may be necessary and incident to the due and lawful prosecution of the Project; 3.4.2 Keep itself fully informed of all ekisting and future Federal, State of California, and local laws, ordinances, regulations, orders, and decrees which may affect those engaged or employed under this Contract and any materials used in CONSULTANT’s performance of the Services; 3.4.3 At all times observe and comply with, and cause its employees and consultants, £f any, who are assigned to the performance of this Contract to observe and comply with, the laws, ordinances, regulations, orders and decrees mentioned above; and 3.4.4 Will report .immediately to the project manager, in writing, any discrepancy or inconsistency it discovers in the laws, ordinances, regulations, orders, and decrees mentioned above in relation to the Deliverables. 3.5 Any Deliverables given to, or prepared or assembled by, CONSULTANT or its consultants, if any, under this Contract will become the property of CITY and will not be made available to any individual or organization by CONSULTANT or its consultants, if any, without the prior written approval of the city manager. 3.6 CONSULTANT will provide CITY with one (I) copy of any documents which are a part of the Deliverables upon their completion and acceptance by CITY. 3.7 If CITY requests additional copies of any documents which are a part of the Deliverables, CONSULTANT will provide such additional copies and CITY will compensate CONSULTANT for its duplicating costs. 3.8 CONSULTANT will be responsible for employing or engaging all persons necessary to execute the Project. All consultants of CONSULTANT will be deemed to be directly controlled and supervised by CONSULTANT, which will be responsible for their performance. If any employee or consultant of CONSULTANT fails or refuses to carry out the provisions of this Contract or appears to be incompetent or to act in a disorderly or improper manner, the employee or consultant will be discharged immediately from further performance under this Contract on demand of the project manager. 000320 cl 0071829 3.9 In the execution of the Project, CONSULTANT and its consultants, if any, will at all times be considered independent contractors and not agents or employees of CITY. 3.10 CONSULTANT will be responsible for employing all consultants deemed necessary to assist CONSULTANT in the performance of the Services. The appointment of consultants must be approved, in advance, by CITY, in writing, and must remain acceptable to CITY during the term of this Contract. SECTION 4. DUTIES OF CITY 4.1 CITY will furnish or cause to be furnished the services, if any, listed in Exhibit "A" and such information regarding its requirements applicable to the Project as may be reasonably requested by CONSULTANT. 4.2 CITY will review and approve, aso necessary, in a timely manner the Deliverables and each phase of work performed by CONSULTANT. CITY’s estimated time of review and approval will be furnished to CONSULTANT at the time of submission of each phase of work. CONSULTANT acknowledges and understands that the interrelated exchange of information among CITY’s various departments makes it extremely difficult for CITY to firmly establish the time of each review and approval task. CITY’s failure to review and approve within the estimated time schedule will not constitute a default under this Contract. 4.3 The city manager will represent CITY for all purposes under this Contract. LINDSAY JOYE is designated as the project manager for the city manager. The project manager will supervise.the performance, progress, and execution of the Project, and will be assisted by TOM AUZENNE, the Manager of Utility Marketing Services. 4.4 If CITY observes or otherwise becomes aware of any default in the performance of CONSULTANT, CITY will use reasonable efforts to give written notice thereof to CONSULTANT in a timely manner. SECTION 5. COMPENSATION 5.1 CITY will compensate CONSULTANT for the following services and work: 5.1.1 In consideration of the full performance of the Services, including any authorized reimbursable expenses, CITY will pay CONSULTANT a fee not to exceed Three Hundred Thousand dollars ($300,000.00). The amount of compensation will be calculated in~ accordance with the hourly rate schedule set forth in Exhibit "B", on a time and materials basis, up to the maximum amount set forth 000320 cl 0071829 in this Section. The fees of the consultants, who have direct contractual relationships with CONSULTANT, will be approved, in advance, by CITY. CITY reserves the right to refuse payment of such fees, if such prior approval is not obtained by CONSULTANT. 5.1.2 The full payment of charges for extra work or changes, or both, in the execution of the Project will be made, provided such request for payment is initiated by CONSULTANT and authorized, in writing, by the project manager. Payment will be made within thirty (30) days of submission by CONSULTANT of a statement, of itemized costs covering such work or changes, or both. Prior to commencing such extra work or changes, or both, the parties will agree upon an estimated maximum cost for such extra work or changes. CONSULTANT will not be paid for extra work or changes, including, without limitation, any design work or change order preparation, which is made necessary on account of CONSULTANT’s errors, omissions, or oversights. 5.1.3 Direct personnel expense of employees assigned to the execution of the Project by CONSULTANT will include only the work of architects, engineers, designers, job captains, surveyors, draftspersons, specification writers and typists, in consultation, research and design, work in producing drawings, specifications and other documents pertaining to the Project, and in services rendered during construction at the site, to the extent such services are expressly contemplated under this Contract. Included in the cost of direct personne~ expense of. these employees are salaries and mandatory and customary benefits such as statutory employee benefits, insurance, sick leave, holidays and vacations, pensions and similar benefits. 5.2 The schedule of payments will be made as follows: 5.2.1 Payment of the Services will be made in monthly progress payments in proportion to the quantum of services performed, or in accordance with any other schedule of payment mutually agreed upon by the parties, as set forth in Exhibit "B", or within thirty (30) days of submission, of such requests if a schedule of payment is not specified. Final payment will be made by CITY after CONSULTANT has submitted all Deliverables, including, without limitation, reports which have been approved by the project manager. 5.2.2 No deductions will be made from CONSULTANT’s compensation on account of penalties, liquidated damages, or other sums withheld by CITY from payments to general contractors. SECTION 6. ACCOUNTING, AUDITS, OWNERSHIP OF RECORDS 6.1 Records of the direct personnel expenses and expenses incurred in connection with the performance of Basic 000320 cl 0071829 Services pertaining to the Project will be prepared, maintained, and retained by CONSULTANT in accordance with generally accepted accounting principles and will be made available to CITY for auditing purposes at mutually convenient times during the term of this Contract and for three (3) years following the expiration or earlier termination of this Contract. 6.2 The originals of the Deliverables prepared by or under the direction of CONSULTANT in the performance of this Contract will become the property of CITY irrespective bf whether the Project is completed upon CITY’s payment of the amounts required to be paid to CONSULTANT. These originals will be delivered to CITY without additional compensation. CITY will have the right to utilize any final and incomplete drawings, estimates, specifications, and any other documents prepared hereunder by CONSULTANT, but CONSULTANT disclaims any responsibility or liability for any alterations or modifications of such documents. SECTION 7 INDEMNITY 7.1 CONSULTANT agrees to protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents, from any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, caused by or arising Qut of CONSULTANT’s, its officers’, agents’, consultants’ or employees’ negligence or willful misconduct, or conduct for which applicable law may impose strict liability on CONSULTANT in the performance of or failure to perform its obligations under this Contract. The duty to indemnify will continue in full force and effect notwithstanding the expiration or early termination of this Contract with respect to any claims arising out of CONSULTANT’s performance or lack thereof based on facts or conditions which occurred or are known or should have been known .to CONSULTANT prior to the expiration or termination hereof, for a period of ten (I0) years after such expiration or termination. SECTION 8. WAIVERS 8.1 The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Contract or of the provisions of any ordinance or law will not be deemed to be a waiver of any such covenant, term, condition, provision, ordinance, or law or of any subsequent breach or violation of the same or of any other covenant, term, condition, provision, ordinance or law. The subsequent acceptance by either party of any fee or other money which may become due hereunder will not be deemed to be a waiver of any preceding breach or violation by the other party of any covenant, term, condition or provision of this Contract or of any applicable law or ordinance. 000320 cl 0071829 8.2 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 Contract. SECTION 9. INSURANCE 9.1 CONSULTANT, at its sole cost and expense, will obtain and maihtain, in full force and effect during the term of this Contract, the insurance coverage described in Exhibit "C", insuring not only CONSULTANT and its consultants, if any, but also, with the exception of workers’ compensation, employer’s liability and professional liability insurance, naming CITY as an additional insured concerning CONSULTANT’s performance under this Contract. In providing the Services, CONSULTANT is not acting as an insurer 9.2 All insurance coverage required hereunder will be provided through carriers with Best’s Key Rating Guide ratings of A:VII or higher which are admitted to transact insurance business in the State of California. Any and all consultants of CONSULTANT retained to perform Services under this Contract will obtain and maintain, in full force and effect during the term of this Contract, identical insurance, coverage, naming CITY as an additional insured under such policies as required above. 9.3 Certificates of such insurance, preferably on the forms provided by CITY, will be filed with CITY concurrently with the execution of this Contract. 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 altered by the insurer except after filing with the CITY’s city clerk thirty (30) days’ prior written notice of such cancellation or alteration, and that the City of Palo Alto is named as an additional insured except in policies of workers’ compensation, employer’s liability, and professional liability insurance. Current certificates of such insurance will be kept on file at all times during the term of this Contract with the city clerk. 9.4 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 Section 7 of this Contract. 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 arising out of the Services performed under this Contract. SECTION i0 WORKERS’ COMPENSATION i0oi CONSULTANT, by executing this Contract, certifies that it is aware of the provisions of the Labor Code of the State of California which require every employer to be insured against 000320 cl 0071829 liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that Code, and certifies that it will comply with such provisions, as applicable, before commencing the performance of the Project. PROJECT SECTION II. TERMINATION OR SUSPENSION OF CONTRACT OR ii.I The city manager may suspend the execution of the Project, in whole or in part, or terminate this Contradt, with or without cause, by giving thirty (30) days’ prior written notice thereof to CONSULTANT, or immediately after submission to CITY by CONSULTANT of any completed item of Basic Services. Upon receipt of such notice, CONSULTANT will immediately discontinue its performance under this Contract. 11.2 CONSULTANT may terminate this Contract or suspend its execution of the Project by giving thirty .(30) days’ prior written notice thereof to CITY, but only in the event of a substantial failure of performance by CITY or in the event CITY indefinitely withholds or withdraws its request for the initiation or continuation of Services or the execution of the Project. 11.3 Upon such suspension or termination by CITY, CONSULTANT will be compensated for the Services performed and Deliverables received and approved prior to receipt of written notice from CITY of such suspension or abandonment, together with authorized additional and reimbursable expenses then due. If the Project is resumed after it has been suspended for more than 180 days, any change in CONSULTANT’s compensation will be subject to renegotiation and, if necessary, approval of CITY’s City Council. If this Contract 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 in the reasonable exercise of her discretion. 11.4 In the event of termination of this Contract or suspension of work on the Project by CITY where CONSULTANT is not in default, CONSULTANT will receive compensation as follows: 11.4.1 For approved items of services, CONSULTANT will be compensated for each item of service fully performed in the amounts authorized under this Contract. 11.4.2 For approved items of services on which a notice to proceed is issued by CITY, but which are not fully performed, CONSULTANT will be compensated for each item of service in an amount which bears the same ratio to the total fee otherwise payable for the performance of the service as the quantum of 000320 cl 0071829 service actually rendered bears to the services necessary for the full performance of that item of service. 11.4.3 The total compensation payable under the preceding paragraphs of this Section will not exceed the payment specified under Section 5 for actual Services furnished by CONSULTANT. 11.5 Upon such suspension or termination, CONSULTANT will deliver to the city manager immediately any and alZ copies of the Deliverables, whether or not completed, prepared by CONSULTANT or its consultants, if any, or given to CONSULTANT or its consultants, if any, in connection with this Contract. Such materials will become the property of CITY. 11.6 The failure of CITY to agree with CONSULTANT’s independent findings, conclusions, or recommendations, if the same are called for under this Contract, on the basis of differences in matters of judgment, will not be construed as a fail~re on the part of CONSULTANT to fulfill its obligations under this Contract. SECTION 12 ASSIGNMENT 12.1 This Contract is for the personal services of CONSULTANT, therefore, CONSULTANT will not assign, transfer, convey, or otherwise dispose of this Contract or any right, title or interest in or to the same or any part thereof without the prior written consent of CITY. A consent to one assignment will no[ be deemed to be a consent to any subsequent assignment. Any assignment made without the approval of CITY will be void and, at the option of the city manager, this Contract may be terminated. This Contract will not be assignable by’operation of law~ SECTION 13. NOTICES 13.1 AI’I 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 To CONSULTANT: Attention of the project director at the address of the California branch office of CONSULTANT recited above 000320 cl 0071829 9 SECTION 14.CONFLICT OF INTEREST 14.1 In accepting this Contract, 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. 14.2 CONSULTANT further covenants that, in the performance of this Contract, it will not employ contractors or persons having such an interest mentioned above. CONSULTANT certifies that no one who has or will have any financial interest under this Contract 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. SECTION 15 NONDISCRIMINATION 15.1 As set forth in the Palo Alto Municipal Code, no discrimination will be made in the employment of persons under this Contract because of the age, race, color, national origin, ancestry, religion, disability, sexual preference or gender of such person. If the value of this Contract is, or may be, five thousand dollars ($5,000) or more, CONSULTANT agrees to meet all requirements of the Palo Alto Municipal Code pertaining to nondiscrimination in employment, includingcompleting the requisite form furnished by CITY and set forth in Exhibit "D". 15.~2 CONSULTANT agrees that each contract for services from independent providers will contain a provision substantially as follows: "[Name of Provider] will provide CONSULTANT with a certificate stating that [Name of Provider] is currently in compliance with all Federal and State of California laws covering nondiscrimination in employment; and that [Name of Provider] will not discriminate in the employment of any person under this contract because of the age, race, color, national origin, ancestry, religion, disability, sexual preference or gender of such person." 15.3 If CONSULTANT is found in violation of the nondiscrimination provisions of the State of California Fair Employment Practices Act or similar provisions of Federal law or executive order in the performance of this Contract, it will be in default of this Contract. Thereupon, CITY will have the power to cancel or suspend this Contract, in whole or in part, or to deduct i0 000320 cl 0071829 the sum of twenty-five dollars $25) for each person for each calendar day during which such person was subjected to discrimination, as damages for breach of contract, or both. Only a finding of the State of California Fair Employment Practices Commission or the equivalent federal agency or officer will constitute evidence of a breach of this Contract. SECTION 16. MISCELLANEOUS PROVISIONS 16.1 CONSULTANT represents and warrants that it has knowledge of the requirements of the federal Americans with Disabilities Act of 1990, and the Government Code and the Health and Safety Code of the State of California, relating to access to public buildings and accommodations for disabled persons, and relating to facilities for disabled persons. CONSULTANT will comply with or ensure by its advice that compliance with such provisions will be effected pursuant to the terms of thi.s Contract. 16.2 Upon the agreement of the parties, any controversy or claim arising out of or relating to this Contract may be settled by arbitration in accordance .with the Rules of the American Arbitration Association, and judgment upon the award rendered by the Arbitrators may be entered in any court having jurisdiction thereof. 16.3 This Contract will be governed by the laws of the State of California, excluding its conflicts of law. 16.4 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 or in the United States District Court for the Northern District of California in the County of Santa Clara, State of California. 16.5 The prevailing party in any action brought to enforce the terms Of this Contract or arising out of this Contract may recover its reasonable costs and attorneys’ fees expended in connection with that action. 16.6 This document represents the entire and integrated Contract between the parties and supersedes ail 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. 16.7 All provis±ons of this Contract, whether covenants or conditions, will be deemed to be both covenants and conditions. 16.8 The covenants, terms, conditions and provisions of this Contract will apply to, and will bind, the heirs, successors, 000320 c10071829 11 executors, administrators, assignees, and consultants, as the case may be, of the parties. 16.9 If a court of competent jurisdiction finds or rules that any provision of this Contract or any amendment thereto is void or unenforceable, the unaffected provisions of this Contract and any amendments thereto will remain in full force and effect. 16~I0 All exhibits referred to in this Contract and any addenda, appendices, attachments, and schedules which, from time to time, may be referred to in any duly executed amendment.hereto are by such reference incorporated in this Contract and will be deemed to be a part of this Contract. 16.11 This Contract may be executed in any number of counterparts, each of which will be an original, but all of which together will constitute one and the same instrument. 16.12 This Contract is subject to the ~iscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Contract 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 of the fiscal year and funds for this Contract are no longer available. This Section 16.12 will take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Contract. II II II II II II II II II II II 12 000320 cl 0071829 IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Contract on the date first above written. ATTEST:CITY OF PALO ALTO City Clerk APPROVED AS TO FORM: Senior Asst. City Attorney APPROVED: Assistant City Manager Director of Administrative Services Director of Utilities Risk Manager Mayor ENERGY MASTERS INTERNATIONAL, INC. Taxpayer Identification No. (Compliance with Corp. Code § 313 is required if the entity on whose behalf this contract is signed is a corporation. In the alternative, a certified corporate resolution attesting to the signatory authority of the individuals signing in their respective capacities is acceptable) Attachments : EXHIBIT "A": EXHIBIT "B" : EXHIBIT "C" : EXHIBIT "D" : SCOPE OF PROJECT &TIME SCHEDULE RATE SCHEDULE INSURANCE NONDISCRIMINATION COMPLIANCE FORM 000320 cl 0071829 13 CERTIFICATE OF ACKNOWLEDGMENT (Civil Code § 1189) COUNTY OF ~) ~.~@~ SS. On ~h ~ , 2000, before me, the undersigned, a Notary Public in and for said County and State, personally appeared , personally known to me or proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS ~m hand~ and official seal. ~ SHARON P. HOLSCHER ~, ~,,~ NOTARY PUBUC-MINNESOTA S’g ature of Notary Public 000320 cl 0071829 14 CERTIFICATE OF ACKNOWLEDGMENT (Civil Code § 1189) On ~T~ ~ , 2000, before me, the undersigned, a Notary Public in and for said County and State, personally appeared , personally known to me or prov@d to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. ~,, .~@ NOTAnY PUgLI~.MIN,~ESOTA ~ MYCOMkIISSION ~XPIRES 1-31.2005 000320 c10071829 15 EXHIBIT A to the Contract Agreement between the City of Palo Alto Utilities (CITY) and Energy Masters International, Inc. (CONSULTANT) dated March 24, 2000 SCOPE OF SERVICES CONSULTANT shall provide services to City of Palo Alto Utilities (CITY) in the design, implementation and management of energy services programs for Key and Major accounts, including CITY facilities. CONSULTANT will provide services in the areas of energy services program development and design, marketing of new products and services, design of funding and cost share programs, including those related to the application of public benefits funds, and financing strategies. These services shall be provided on an as-needed basis over the three-year term. 1. Marketing Plan Development CONSULTANT will support CITY in developing individualized marketing plans to maximize the participation by Key and Major accounts in CITY energy services programs. Specifically, CONSULTANT will work with CITY to develop an Energy Services Marketing Plan to bring new behind-the-meter services to Key and Major accounts. These new services will be integrated with other CITY programs now underway and will be designed to add additional value for the CITY brand. Participating customers will see CITY as the provider of these new customer programs. CONSULTANT will: a.Work with CITY to customize a marketing strategy, which takes into account CITY desire to target and deploy solutions to specific market segments. b.Assist in establishing a baseline of customer satisfaction with CITY existing portfolio of services. c.Review CITY register of electric customers, broken down by standard industrial code, and work with CITY to classify target segments for focused sales and marketing efforts. d.In concert with CITY marketing and account service staff, identify those segments and specific customers that will be initially targeted for energy efficiency solutions. e.Co-develop marketing and sales materials for use by CITY marketing representatives in direct sales calls, mailers and other sales opportunities. f.Support the development of cost share funding initiatives for the customer programs, including the judicious use of Public Benefits Funds and other financial resources. 2. Professional Services to Evaluate Customer Energy Options CONSLrLTANT will: a.Support CITY in performing detailed assessments of selected customer facilities and identifying those energy efficiency and demand management measures that are most viable for those customers. bo Assist CITY in precisely determining customer needs, and analyzing the costs and benefits of candidate energy efficiency measures. c.Develop technical and financial proposals for the selected project or projects. d.Review the proposals with CITY marketing representatives and management and work with CITY to schedule a joint proposal presentation before the customer. 3. Deploying Selected Energy Efficiency Measures Once a customer has selected the energy efficiency measures that offer the most value to their business and operations, CONSULTANT will make a "best effort" attempt to negotiate a contract with that customer and, upon execution of such contract, will provide those measures. Sales Process a.CONSULTANT will create an "Initial Project Questionnaire," to aid CITY in identifying opportunities for adding value for their largest customers. b.CONSULTANT and CITY will jointly ca~l on targeted customers to continue dialogue originated by CITY Key and Major .accounts or economic development team. c.CONSULTANT will work with CITY to preliminarily assess the merits of customer energy efficiency projects. d.If a project shows initial merit, CONSULTANT will perform additional technical analyses to validate initial assumptions and findings. e.During this project development phase, the CONSULTANT/CITY team will establish priorities, reasonable project fimehnes and deliverables to the customer. Available Public Benefits fimds will be applied to the analysis and cost bene:fits will be calculated accordingly. f.CONSULTANT and CITY team will jointly present the analysis and project proposal to the customer. g.If the customer approves the project, CONSULTANT will install or manage the installation of the solution, and provide necessary monitoring and verification. h.CONSULTANT will work with CITY to coordinate the application of Public Benefits funds. 5. Additional Services for CITY In addition to supporting CITY efforts CONSULTANT will: al b~ to provide new behind-the-meter solutions to CITY customers, Aid in conducting customer fortun~ on energy awareness and demand side management and support the development of materials to convey CITY competeucies in offering programs on the customer’s side of the meter. Support the development of CITY Key and Major accounts personnel by providing training on demand side management and energy efficiency issues. c:Help communicate and advocate CITY program to regional stakeholders. d:Provide guidance on the creation of innovative financing strategies to maximize customer participation in CITY programs. e:Assist CITY in assessing the energy efficiency of City facilities and install, or manage the installation of, new systems to improve the efficiency of those facilities. 6.Use Of Local Contractors To the extent possible, CONSULTANT will utilize local contractors in the installation of energy conservation measures at customer facilities. Representatives from CONSULTANT will work with CITY Chambers of Commerce to identify local suppliers and contractors who offer competitive pricing for goods and services. However, if no local resources can be found that provide competitive price and value, CONSULTANT reserves the fight to utilize contractors of its choosing to provide the best value for participating customers. 7.Square Foot Rates for Customer Projects CONSULTANT will conduct customer facihty audits and prepare customer reports under a price-per-square-foot compensation scenario. Costs for these analyses differ by facility, depending on the facility’s level of complexity, and will be jointly determined for each participating customer by CITY and CONSULTANT. The following reflects the cost-per-square-foot pricing scenarios: Site Survey Preliminary Scoping / Energy Conservation Measure Development (Investment Grade) Design/Engineering Savings Calculations, Financial Analysis & Project Costing Preliminary Report Comprehensive Report Comprehensive Report With Computer Modeling Design/Build Bid Package Documents Project / Construction Management Measurement & Verification Training & Support Services $.05-.10 $.05-.10 $.o5-.15 $.05-.15 $.05-.10 $.07-.15 $.10-.25 $.05-.20 $.05-.15 $.05-.15 $.05-.25 The square footage billing option does not apply to program development activities, program management services or to training for utility account service personnel. CONSULTANT will provide at least thirty (30) days notice in writing to CITY for any modifications to these rates. 8.Credit to CITY for Successful Projects For each energy efficiency project completed in CITY service territory by CONSULTANT, which was attributable to the CITY Energy Services program,. CITY will be credited an amount equal to 3% of the total project sales price. The credit will be refunded to CITY in terms of hours of professional services. For example, a completed $100,000 project will result in a $3,000 credit for professional services provided to CITY. EXHIBIT B: FEE SCHEDULE Hourly Rates The following hourly rates are in effect for CONSULTANT’ program development, project management and training activities: Regional Director $135.00/hr Area Manager $110.00iht Project Developer $110.00/hr Project Manager $110.00ihr Marketing Specialist $75.00/hr Administrative Aide $55.00/hr CONSULTANT will provide at least thirty (30) days notice in writing to CITY for any modifications to these rates.