HomeMy WebLinkAbout5.926 Original Contract
o. CJ;up
""
.
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE
CITY OF PORT ANGELES
AND
EES CONSULTING, INC.
RELATING TO: Conservation Potential Study
THIS AGREEMENT is made and entered into this ~~ay of ~~....~ '
2009, by and between THE CITY OF PORT ANGELES, a non-charter c e city of the ate of
Washington, (hereinafter called the "CITY") and EES Consulting, Inc., a Washington
Corporation authorized to do business in the state of Washington (hereinafter called the
"CONSUL T ANT").
WHEREAS, the CITY desires professional services related to a comprehensive conservation
potential study for its electric utility; and
WHEREAS, the CITY desires to engage the professional services and assistance of a qualified
consulting firm to perform the scope of work as detailed in Exhibit A, and
WHEREAS, the CONSULTANT represents that it is in full compliance with the statutes of the
State of Washington for professional registration and/or other applicable requirements, and
WHEREAS, the CONSULTANT represents that it has the background, experience, and ability
to perform the required work in accordance with the standards of the profession, and
WHEREAS, the CONSULTANT represents that it will provide qualified personnel and
appropriate facilities necessary to accomplish the work;
NOW, THEREFORE, in consideration of the above representations and the terms, conditions,
covenants, and agreements set forth below, the parties hereto agree as folJows'
SCOPE OF WORK
The scope of professional services to be performed and the results to be achieved by the
CONSULTANT shall be as detailed in the attached Exhibit A and shall include all services and
material necessary to accomplish the work.
The CITY may review the CONSULTANT'S work product, and if it is not satisfactory, the
CONSULTANT shall make such changes as may be required by the CITY. Such changes
shall not constitute "Extra Work" as related in Section XII of this Agreement.
The CONSULTANT agrees that all services performed under this Agreement shall be III
accordance with the standards of the profession and in compliance with applicable federal,
state and local laws.
The Scope of Work may be amended upon written approval of both parties.
PW 0410_01 Professional Services Agreement
Revised [05/12/06]
Page 1 of 7
" OWNERSHIP OF DOCUMENTS
Upon completion of the work, all documents, exhibits, photographic negatives. or other
presentations of the work shall become the property of the CITY for use without restriction and
without representation as to suitability for reuse by any other party unless specifically venfled
or adapted by the CONSULTANT. However, any alteration of the documents, by the City or by
others acting through or on behalf of the City, will be at the City's sole risk.
III DESIGNATION OF REPRESENTATIVES
Each party shall designate its representatives in writing. The CONSULTANT'S representative
shall be subject to the approval of the CITY.
IV TIME OF PERFORMANCE
The CONSULTANT may begin work upon execution of this Agreement by both parties and the
duration of the Agreement shall extend through January 31,2010. The work shall be
completed In accordance with the schedule set forth in the attached Exhibit C.
V PAYMENT
The CITY shall pay the CONSULTANT as set forth in this section of the Agreement. Such
payment shall be full compensation for work performed, services rendered, and all labor,
materials, supplies, equipment and incidentals necessary to complete the work.
A. Payment shall be on the basis of the CONSULTANT'S standard billing rates as set forth In
Exhibit B multiplied by the actual hours worked, cost for actual labor, overhead and profit
plus CONSULTANT'S direct non-salary reimbursable costs as set forth in the attached
Exhibit B.
B. The CONSULTANT shall submit invoices to the CITY on a monthly basis. Invoices shall
detail the work, hours, employee name, and hourly rate; shall itemize with receipts and
invoices the non-salary direct costs; shall indicate the specific task or activity in the Scope
of Work to which the costs are related; and shall indicate the cumulative total for each task
C. The CITY shall review the invoices and make payment for the percentage of the project
that has been completed less the amounts previously paid.
D. The CONSULTANT invoices are due and payable within 30 days of receipt. In the event
of a disputed billing, only the disputed portion will be withheld from payment.
E. Final payment for the balance due to the CONSULTANT will be made after the completion.
of the work and acceptance by the CITY.
F. Payment for "Extra Work" performed under Section XII of this Agreement shall be as
agreed to by the parties in writing.
PW 0410 01 Professional Services Agreement
Revised [05/12/06]
Page 2 of 7
VI MAXIMUM COMPENSATION
Unless otherwise agreed to in writing by both parties, the CONSULTANT'S total compensation
and reimbursement under this Agreement, including labor, direct non-salary reimbursable
costs and outside services, shall not exceed the maximum sum of $14,985.00. The budget for
each task is as set forth in the attached Exhibit B. Budgets for task(s) may be modified upon
mutual agreement between the two parties, but in any event, the total payment to
CONSULTANT shall not exceed $14,985.00.
VII INDEPENDENT CONTRACTOR 5T A TU5
The relation created by this Contract is that of owner-independent contractor. The Contractor
is not an employee of the City and is not entitled to the benefits provided by the City to Its
employees. The Contractor, as an independent contractor, has the authority to control and
direct the performance of the details of the services to be provided. The Contractor shall
assume full responsibility for payment of all Federal, State, and local taxes or contributions
imposed or required, including, but not limited to, unemployment insurance, SOCial Security,
and income tax.
VIII EMPLOYMENT
Employees of the CONSULTANT, while engaged in the performance of any work or services
under this Agreement, shall be considered employees of the CONSULTANT only and not of
the CITY, and claims that may arise under the Workman's Compensation Act on behalf of said
employees while so engaged, and any and all claims made by a third party as a consequence
of any negligent act or omission on the part of the CONSULTANT'S employees while so
engaged, on any of the work or services provided to be rendered herein, shall be the sole
obligation and responsibility of the CONSULTANT.
In performing this Agreement, the CONSULTANT shall not employ or contract with any CITY
employee without the City's written consent.
IX NONDISCRIMINATION
The CONSULTANT shall conduct its business in a manner, which assures fair, equal and
non-discriminatory treatment of all persons, without respect to race, creed or national origin, or
other legally protected classification and I in partiCUlar:
A. The CONSULTANT shall maintain open hinng and employment practices and will welcome
applications for employment in all positions, from qualified individuals who are members of
minorities protected by federal equal opportunity/affirmative action requirements; and,
B. The CONSULTANT shall comply with all requirements of applicable federal, state or local
laws or regulations issued pursuant thereto, relating to the establishment of non
discriminatory requirements in hiring and employment practices and assuring the service
of all persons without discrimination as to any person's race, color, religion, sex, Vietnam
era veteran status, disabled veteran condition, physical or mental handicap, or national
origin.
PW 0410_01 Professional Services Agreement
ReVised [05/12/06]
Page 3 of 7
X SUBCONTRACTS
A. The CONSULTANT shall not sublet or assign any of the work covered by this Agreement
without the written consent of the CJTY
B In all solicitation either by competitive bidding or negotiation made by the CONSULTANT
for work to be performed pursuant to a subcontract, including procurement of materials
and equipment, each potential subconsultant or supplier shall be notified by the
CONSULTANT of Consultant's obligations under this Agreement, including the
nondiscrimination requirements.
Xl CHANGES IN WORK
Other than changes directed by the CITY as set forth in Section I above, either party may
request changes in the scope of work. Such changes shall not become part of this Agreement
unless and until mutually agreed upon and incorporated herein by written amendments to this
Agreement executed by both parties.
XII EXTRA WORK
The CITY may desire to have the CONSULTANT perform work or render services in
connection with this project, in addition to the Scope of Work set forth in Exhibit A and minor
revisions to satisfactorily completed work. Such work shall be considered as "Extra Work" and
shall be addressed in a written supplement to this Agreement. The CITY shall not be
responsible for paying for such extra work unless and until the written supplement IS executed
by both parties.
XIII TERMINATION OF AGREEMENT
A. The CITY may terminate this Agreement at any time upon not Jess than ten (10) days
written notice to the CONSULTANT. Written notice will be by certified mail sent to the
consultant's designated representative at the address provided by the CONSULTANT.
B. In the event this Agreement is termmated prior to the completion of the work, a final
payment shall be made to the CONSULTANT, which, when added to any payments
previously made, shall compensate the CONSULTANT for the percentage of work
completed.
C. In the event this Agreement is terminated prior to completion of the work, documents that
are the property of the CITY pursuant to Section II above, shall be delivered to and
received by the CITY prior to transmittal of final payment to the CONSULTANT.
XIV INDEMNIFICATION/HOLD HARMLESS
CONSULTANT shall defend, indemnify and hold the CITY, its officers, officials, employees and
volunteers harmless from any and all claims, mjuries, damages, losses or suits including
attorney fees, arising out of or resulting from the negligent acts, errors or omissions of the
CONSULTANT in performance of this Agreement, except for mjurles and damages caused by
the sole negligence of the CITY.
PW 0410_01 ProfeSSional Services Agreement
Revised [05/12/06]
Page 4 of 7
The CITY agrees to indemnify the CONSULTANT from any claims, damages, losses, and
costs, including, but not limited to, attorney's fees and litigation costs, arising out of claims by
third parties for property damage and bodily inJury, including death, caused solely by the
negligence or willful misconduct of the CITY, CITY's employees, or agents in connection with
the work performed under this Agreement.
If the negligence or willful misconduct of both CONSULTANT and CITY (or a person identified
above for whom each is liable) is a cause of such damage or injury, the loss, cost, or expense
shall be shared between the CONSULTANT and the CITY in proportion to their relative
degrees of negligence or willful misconduct and the right of indemnity shall apply for such
proportion.
Should a court of competent jurisdiction determine that this Agreement is subject to RCW
4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or
damages to property caused by or resulting from the concurrent negligence of the
CONSULTANT, the CITY, and the officers, officials, employees, and volunteers of either, the
CONSULTANT'S liability hereunder shall be only to the extent of the CONSULTANT'S
negligence. It is further specifically and expressly understood that the indemnification provided
herein constitutes the CONSULTANT'S waiver of immunity under Industrial Insurance, Title 51
RCW, solely for the purposes of this indemnification. This waiver has been mutually
negotiated by the parties. The provisions of this section shall survive the expiration or
termination of this Agreement. However, the CONSULTANT expressly reserves its rights as a
third person set forth in RCW 51.24.035.
XV INSURANCE
The CONSULTANT shall procure and maintain for the duration of the Agreement, insurance
against claims for injuries to persons or damage to property which may arise from or III
connection with the performance of the work hereunder by the CONSULTANT, its agents,
representatives, employees or subcontractors.
No Limitation. CONSULTANT'S maintenance of insurance as required by the agreement
shall not be construed to limit the liability of the CONSULTANT to the coverage provided by
such insurance, or otherwise limit the CITY'S recourse to any remedy available at law or In
equity.
A. Minimum Scope of Insurance
Consultant shall obtain insurance of the types described below:
1. Automobile Liability insurance covering all owned, non-owned, hired and leased vehicles.
Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute
form providing equivalent liability coverage. If necessary, the policy shall be endorsed to
provide contractual liability coverage; and,
2. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01
and shall cover liability arising from premises, operations, independent contractors, and
personal injury and advertising injury. The City shall be named as an insured under the
Consultant's Commercial General Liability insurance policy with respect to the work performed
for the City; and,
PW 0410_01 Professional Services Agreement
ReVised (05/12/06]
Page 5 of 7
3. Workers' Compensation coverage as required by the Industnallnsurances laws of the State
of Washington; and
4. Professional Liability insurance appropriate to the Consultant's profession.
B. Minimum Amounts of Insurance
Consultant shall maintain the following insurance limits:
1. Automobile Liability insurance with a minimum combined single limit for bodily
injury and property damage of $1,000,000 per accident.
2. Commercial General Liability insurance shall be written with limits no less than
$1,000,000 each occurrence, $2,000,000 general aggregate
3. Professional Liability insurance shall be written with limits no less than
$1,000,000 per claim and $1,000,000 policy aggregate limit.
C. Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provIsions for
Automobile Liability, Professional Liability and Commercial General Liability insurance:
1. The Consultant's insurance coverage shall be primary insurance as respect the
City. Any insurance, self-insurance, or insurance pool coverage maintained by
the City shall be excess of the Consultant's insurance and shall not contribute
with it.
2. The Consultant's insurance shall be endorsed to state that coverage shall not be
cancelled, suspended or materially changed by either party, except after thirty
(30) days prior written notice by certified mail, return receipt requested, has been
given to the City.
3. Any payment of deductible or self-insured retention shall be the sole
responsibility of the CONSULTANT.
4. The CONSULTANT'S insurance shall contain a clause stating that coverage shall
apply separately to each insured against whom claim is made or suit is brought
except with respects to the limits of the insurer's liability.
D. Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best rating of not less than AVII.
E. Verification of Coverage
Consultant shall furnish the City with original certificates and a copy of the amendatory
endorsements, including but not necessarily limited to the additional insured endorsement,
evidencing the insurance requirements of the Consultant before commencement of the work
PW 0410_01 Professional Services Agreement
Revised [05/12/06]
Page 6 of 7
XVI APPLICABLE LAW
This Agreement shall be construed and Interpreted in accordance With the laws of the State of
Washington, and in the event of dispute the venue of any litigation brought hereunder shall be
Clallam County.
XVII EXHIBITS AND SIGNATURES
This Agreement, Including Its exhibits, constitutes the entire Agreement, supersedes all prior
written or oral understandings, and may only be changed by a written amendment executed by
both parties. The following exhibits are hereby made a part of this Agreement:
Exhibit A - Scope of Work
Exhibit B - Budget Costs for Each Task
Exhibit C - Schedule for the Work
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and
year first written above.
CITY OF PORT ANGELES
KENT MY
APPROVED AS TO FORM:
~~ ~tfJ--
WILLIAM E BLOOR, CITY ATTORNEY
CONr2LTANT - ~<ZS G\A~,j \-h",~
JOj9~
T ITL E: ~ ~c::C2.t.,--f-
\~ c:. -
ATTEST.
PW 0410_01 ProfeSSional Services Agreement
Revised [05/12/06]
Page 7 of 7
CllY nrpurt AII~elc,; 2009 ElcctrlC: Uulllv Cotl';<.:ryatloll PotcrHldl SitJ(ly
- ;'hPWK,,',UGJI ppn\V~PCOIIS"I\'mIOO I'ol"~\ll,d \11l(JI '( 1', ,()\\ (lin,11l dot .
EXHIBIT A: Scope of Work
This scope of work is for a Conservation Potential Study (CPS) to help the City's electric utIlity
detel111ine its most cost-effective energy conservation opp0I1unities and where to better target Its
future program eff0I1S. The CONSULTANT has developed a NOI1hwcst-speclfic model to a<iSlst In
definIng where energy conservation potential exists using methodologies that arc consistent with
those of the Northwest Powcr and Conservation Council (Collncil). The target customer glOLlpS for
this CPS are the City's residential and commercial cllstomers. Primary, municipal and industrial rate
classes are not in
Task One - Review Current Conservation Activities
The CONSULTANT will bnefly review the City's current energy conservation activllies fOl the
identified target customer groups. The review wiJl help develop an understanding of the types of
energy conservation measures that have been considered, those that have been succcssfully
deployed, as well as estimating the achieved annual level of energy conservation in average
megawatts.
Task Two-Market Data Collection
The CONSULTANT shall conduct a structured collection and analysis of the charactenstic energy
data for the target customer groups. The CONSULTANT will strive to uncover any data limitations,
issues or concerns that will need to be addressed early in the process to ensure successful CPS
completion. Specitic tasks include, but are not Illnited to, the follo\ving:
a. Obtain characteristic data for the target cLlstomer groups by rate class (i.c , ReSidentIal, General
Service, General Service Demand, Non-Protit and Yard/Area Lighting).
b. In addition to the rate class infal111ation, other types of required customer data will incl ude'
· Residential structure types (i.e., single famIly, multi-family, mobile homes);
· Residential heat types (i.e., zonal electric, heat pump, other heating fuels), and;
· Commercial sef,TJ11entation (e.g., restaurant, hotel, office).
The CONSULTANT will work with City statIto identify and capture the available data, and the City
will serve as the plimary source for utIlIty-specific data. In areas \-vhere the City is unable to prOVIde
the required data, the CONSULTANT will estimate the required data using published surveys and
regional sources.
Task Thrcc- Develop Energy Conservation Measure Data
The CONS U L T ANT shall provide the estimated incremental cost and savings for each energy
conservation measure identified for the target customer groups, along with the respectIve measure
lives and other potential benefits, as \vell as a description of the methodologies used to create the
. ! .
Cit) or Port Angdc, 200i) Eleen ic Utility ('onscrvatH)1l Potential Study
N' PWK~'IIC;HTP()\V"I COlhCI"a1lO11 P0klltrnl Slu<l:- CP~ ~o\V lfin:ll) <loe
estllnate. In additIOn to the CONSULTANT'S internal database, this lllformation may also be drawn
from sources such as the ReglOnal Techl1lcal Forum and from the database of conservatIon measure
compiled by the BP A Conservation Ratc Credit program. In dc\'elopmg the pOlifol1o of energy
conservation measures that applies to the City's service tcmtory, the CONSULTANT shall folkm thl:'
reqUIrements stipulated by the state Energy Independence Act (1-937) by bemg con<;istcnt \\, Itl1 the
Councd's established conservation potential assessment methodologies.
The CPS will also ll1clucle a discussion ofload management program potential. This diSCUSSion will
contain a summary of current and previous load management programs implemented ill the
Northwest. Summary calculations will be provided as an example of how to obtain pOSSIble load
management savings.
Task Four- Model Development and Scenarios
Once the market and energy conservation measure data have been collected and revIewed, the input
shall be mcorporated into the CONSULT ANT'S energy conservation potential model. Also under
this task, the model will be adjusted to handle any ul11que City service telTitory charactenstics as
\Vell as set up three scenarios representing low, medium, and high levels of energy conservatIon
potential. Specific questions the City wants to have addressed 1l1clude: 1) Verifying the levelized
cost of energy conservatIOn, 2) ldentlfying the most cost-effective energy conservation measures,
and 3) Establishing the value of energy conservation to the City's electric utility.
The energy conservation potential shall be presented in three ways: 1) technical, 2) economic, and 3)
achievable. The technical potential is the amount of energy conservation that would be available
regardless of cost. The economic potenttal is the remaining technical potential after screening for its
cost-effectiveness. Achievability rates are applied to the economic potential to reflect impacts and
factors that limit the amount of conservation that would be realistically accomplished, and may be
furiher sef,rmented by forecasts oflow, medium and high penetration rates.
The results will also he summarized by target audience and by measure. These results wiU be
presented both at a high level (e.g., pie charts) and vVlth detailed tables. The CONSULTANT shall
also produce supply curves of conserved energy from this model to provide a graphic indIcatIOn of
the energy conservation potential by each measure's levelized economic cost.
T ask Five-Meetings/Presentations
The CONSULTANT will prepare for and participate in meetings with staff, senior management, and
the City's Utility Advisory Committee (UAC) to review findings, conclusions, and
recommendations. Video teleconferencing will be used instead of personal travel with the City-
provided epopcentral.com service and CONSULTANT will be required to have a webcam and
broadband Internet cOill1ection. The City recommended webcam is a Logitech QUlckCam Pro 9000
or equivalent. The CONSULTANT shall be reimbursed for any City-required travel. Followmg
* ::...
City ofPott Angdt.:s 2009 ElccttK UlIlity Cou;t.:tvatiol1 Pntclllial Study
N 'P\VK::"L1GlrPJ>O\V~P'''"'er''llI''n I'orellllal Sludy'CI'S sow (fill.lll.tIlle
these reviews, CONSULTANT wIll revise the analyses, as appropriate, and finaliz~ the CPS
recommendations. Specific meetings include the following:
a. Up to two (2) staff review teleconferences will be scheduled tll drscuss the prclimrnary results Ilnd
incorporate changes/edits.
b. One (l) teleconference to discuss and present shrdy findings. conel usions and I ecommcnuatlO!1S
with senior management and the UAC, which IS tentatively planned for June 9, 2009,
Task Five -Documentation:
An executive level report for the CPS will be provided at the conclusion of the analysIs docllmentll1g
the process, assumptions, findings, and recommendations. SpeCific documentation requirements
include the following:
a. All presentations \vill be provided to the City eJectrol11caIly.
b. All EXCEL spreadsheet models WIll be provided to the City electronically.
c. One copy of the draft executive-level repoli will be submitted to the City for review and
comment. CONSULTANT will incorporate all appropriate changes identified dunng the City's
review of the draft.
d. Three (3) bound copies of the final executive-level report will be provided to the City along with
an electronic reproducible version of the report.
labor
Task # Task Title Budget
Task 1 Review Current Conservation Activities $ 2,220
Task 2 Market Data Collection $ 3,300
Task 3 Develop Conservation Measure Data $ 3,030
Task 4 Model Development Scenarios $ 3,540
Task 5 Meetinqs, Presentations, and Documentation $ 2,895
Total $ 14,985
EXHIBIT B: Budget Costs for Each Task
Exhibit C - Schedule for the Work
2009 City of Port Angeles Electric Utility Conservation Potential Study
ESTIMATED PROJECT T1MELlNE - 2009
~4"'lr-,,~,'i!~'Mi'j.l,-~m""~~~'''~'al~!;rlffi>:~~;''i)~!j'~_~'\!l: ''\'i1-'l . "'.. ..'. ",,'~ '" 1t.~,. ,
E&:..~~~~~~~~~~~l~fi~~~~l.~~~~~t~~i:~*1ai!~:t;}~!ui~~ ~
~ ~ ~ ~ ~ ~ ~ ~ M ~ ~ ~ ~ ~ ~ N
N m ~ ~ N ~ ID ~ ~ ~ ~ ~ v ~ ~ ~ ~
Ol
'"
N
~
N
N
Notice to Proceed
Task One - Review Current Conservation Activities
*
f7'");"'1,;,-:'rJ<f~~1f'lh~:(:;.~~~3
r~l .,....:ii.;:;)..-"";.tt~/,...~-:. ~ "\.'fA~g:,~-.!
~:r;f:?{~Hif:~~~t~~~d.1t~.i~"rfd
Task Two-Market Data Collection
Task Three- Develop Energy ConservatIon Measure Data
Task Four- Model Development and Scenarios
Task Five - Meetings/Presentations
Internal Review Meellng/Conference Call. (2)
Presentahons Committees/Council - (1)
Task Six - Documentation (executive level report/memo)
<II
'"
.
!ii'ii."~.1\"~~~{~~;!)
~~~X~'~~~~~ii~~~~
Note' Final results are dependant on date of Notice to Proceed and the timely scheduling of meetings
* Indicates Nohce to Proceed
il> Indicates Internal staff review of preliminary results
. Indicates presentatIon to Utility AdVISOry Committee
The above chart represents esllmated tIming only that wIll likely evolve as the project proceeds
CPS09 Schedule