HomeMy WebLinkAbout000277 Original ContractProject Name
Simple Steps, Smart Savings.
Contract Period
February 1, 2012 January 31, 2014
Client Name
City of Port Angeles
Client Representative
Joey Currie
Telephone Number
360 417 -4715
Address
321 East 5 Street
City, State, Zip
Port Angeles, Washington 98362
Contractor Name
Fluid Market Strategies
Telephone Number
503- 808 -9003
Address
625 SW Broadway, Suite 300
City, State, Zip
Portland, Or. 97205
Taxpayer Identification Number
20- 3767308
Simple Steps, Smart Savings.
Promotion Services Agreement
44.
This Promotion Services Agreement "Agreement is entered into as the day ofN i
2012 between the City of Port Angeles, Washington, hereinafter called "City," and Fluid Market
Strategies, hereinafter called "Contractor." City and Contractor may also hereinafter be referred
to individually as, "Party", or collectively as, "Parties
The following Exhibits to this Agreement are by this reference incorporated into and made part of
this agreement by the following attachments:
Exhibit A Project Orders 01 and 03
Twist CFLs: Regular Twists, Daylight Twists, A -Lamps
Specialty CFLs: Reflectors, Globes, Candelabras, Torpedoes, Outdoor Lighting
Fixtures: Indoor Hard -Wired Fixtures
City of Port Angeles
Record #000277
1. Scope of Services
This Agreement covers the services specified in Exhibit A Project Orders, which is hereby
included and made a part of this Agreement. The Contractor agrees to perform the services
specified in Exhibit A in the manner and within the time specified therein. Except as expressly
provided elsewhere in the Agreement, any and all modifications or revisions to Exhibit A
(including, but not necessarily limited to, additions, deletions, and extensions) must be in writing
and signed by both parties.
The scope of services offered by Fluid enables City to customize promotional delivery
mechanisms for the Simple Steps, Smart Savings Promotion in their service territory. These
promotions include retail markdown promotions, builder channel promotions, direct mail
fulfillment, online fulfillment, bulk purchase, and direct installation opportunities of the following
products:
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Showerheads: 2.0 GPM or less
Participation in any or all of the delivery mechanisms is determined by City and agreed upon with
individual purchase orders (Exhibit A). Each purchase orders will define the process and fees
associated with the approved delivery mechanisms in which City agrees to by signing the
agreement and individual purchase orders.
2. Term of Agreement
The Effective Date of this Agreement is February 1, 2012 and continues in effect until the 31st of
January, 2014, unless the Parties agree in writing to extend the Term, or unless this Agreement is
earlier terminated in accordance with the Early Termination provisions below. This Agreement
shall remain in force only for the duration of the period specified above, unless extended in
accordance with this Agreement. All obligations incurred under this Agreement shall survive the
Term until satisfied.
3. Compensation and Payment
Compensation shall be paid to the Contractor on the basis of the fees and unit prices listed in
Exhibit A.
Payment for services pursuant to Exhibit A shall be made monthly as follows:
a) Contractor shall submit a monthly invoice with attached expenses to City and to the
attention of:
City of Port Angeles
Attn: Joey Currie
321 East 5th Street
Port Angeles, Washington 98362
The invoice must be itemized to show incentives processed and related administrative fees
charged. City will pay the invoice within thirty (30) days of the receipt.
4. Documentation
The Contractor shall maintain records documenting all fees and expenses in excess of $75.00,
incurred either by Contractor or any subcontractor of Contractor in the performance of this
Agreement. During regular business hours and upon reasonable notice, City, or its designee, shall
have the right to inspect and audit all records required to be maintained under this Agreement.
5. Insurance
Contractor shall obtain the following minimum insurance coverage "Required Insurance prior
to the Effective Date, at its expense, and keep the Required Insurances in effect during the Term
(except with respect to Professional Liability Insurance, when they shall be kept in effect for a
period of the Term plus two years);
Workers' Compensation Insurance in compliance with statutory requirements;
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Commercial General Liability Insurance (including contractual liability), on any
occurrence basis, with not less than $1,000,000 per occurrence for bodily injury and
property damage liability, with an annual aggregate limit of $2,000,000;
Commercial Automobile Liability Insurance, with a combined single limit, or the
equivalent of not less than $1,000,000 per occurrence, for bodily injury and property
damage with respect to Contractors vehicles, whether owned, hired, or non owned,
assigned to, or used by Contractor in connection with the Services; and
The Required Insurances shall be with insurance companies admitted to do business in the state
of Washington and rated "A" or better by Bests Insurance Rating and a financial rating of at least
"VIII" on the most current edition of Bests' Key Rating Guide or a comparable rating guide by
another generally recognized rating agency. Contractor shall furnish City with certificates of
insurance for each of the Required Insurances prior to beginning work. Contractor give the City
no less than two (2) days advance written notice of cancellation of material change in coverage.
The Commercial General Liability and Commercial Automobile Liability shall be endorsed to (i)
name City, its directors, offices, and employees, as additional insured, (ii) provide that it is
primary insurance with respect to the interests of City and that any insurance maintained by City
is excess and not contributory, (iii) include a cross liability and severability of interest clause
6. Safety
Contractor will be solely and completely responsible for the training of its employees, agents and
contractors "Personnel and the conditions of the work site, including safety of all persons and
property during the performance of services.
7. Governing Law, Venue and Attorney's Fees
The laws of the State of Washington shall govern this agreement. Exclusive venue in case of legal
suit or action is instituted to enforce compliance with any terms, covenants, or conditions of this
agreement shall lie in Clallam County Washington. Both parties agree to submit to the personal
jurisdiction of any court of competent subject matter jurisdiction in Clallam County Washington.
8. Mediation
In the event of a dispute regarding the terms or payment under the contract, the Parties agree to
hire an independent, trained and mutually acceptable mediator to mediate the dispute. The cost
of the mediator will be shared equally by the Parties. The mediation shall be conducted at City of
Port Angeles, Washington.
9. Suspension of Work by The City
The City may suspend, in writing, all or a portion of Contractor's services under Exhibit A in the
event unforeseen circumstances make normal progress in the performance of the Contractors
work inadvisable in the opinion of City. City The time for completion of the remaining work shall
be extended by the number of days the work is suspended by City, unless both parties agree
upon a new completion time. In the event the period of suspension exceeds 90 days, the terms
of this Agreement shall be subject to renegotiation; provided, however, that if such renegotiation
of a mutually acceptable replacement contract has not occurred within 180 days after suspension
(Renegotiation Period), then either party may terminate this Agreement in accordance with the
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early termination provision hereof, provided further, that the failure to renegotiate this
Agreement within the Renegotiation Period shall not be construed as a breach of the Agreement
by either Party.
10. Suspension of Work by Contractor
Contractor may suspend, in writing, all or any portion of its services under this Agreement, but
only if and to the extent the City, fails to make timely payment in accordance with the terms of
this Agreement. City, shall have a period of sixty (60) days from the date on which payment was
due (Cure Period) within which to satisfy any arrearages in payment. Contractor shall resume
performance of any suspended services upon receipt of payment of any arrearages from City,
within the Cure Period.
11. Early Termination
Either party shall have the right, but not the obligation, to terminate this Agreement, on sixty (60)
days written notice, in the event the other party's service or performance fails to conform to the
requirements of this Agreement. Contractor shall have the right, but not the obligation, to
terminate this Agreement, effective upon expiration of the Cure Period, in the event City fails to
pay any arrearage within the Cure Period. Either party shall have the right but not the obligation,
to terminate this Agreement in the event work is suspended under this Agreement for a period in
excess of 90 days and no renegotiation of this Agreement has occurred within the Renegotiation
Period. Any right of early termination shall be in addition to, not in replacement of, any and all
rights and remedies a party may have for breach of the Agreement by the other Party.
12. Relationship of Parties
Contractor is an independent contractor, and this Agreement is not intended to form a
partnership or joint venture between the Parties. The Contractor is solely responsible for
determining the means and methods to accomplish the tasks of Exhibit A and for supervising the
work. Individuals employed by Contractor are not employees or agents of City, nor are
Contractors subcontractors employees or agents of City. Each Party is solely responsible for
payment of compensation to its employees and personnel and will withhold and pay to the
appropriate authorities all taxes, contributions, and assessments imposed or required under all
laws with respect to payment. The Contractor will require these terms in all agreements with
subcontractors for work undertaken for this Agreement.
13. Return of Records
On termination of the contract, if requested, the Contractor will deliver to City, all records,
reports, data memoranda, notes, models or publications whether electronic or hard -copy,
equipment and supplies of any nature, and receipts for any and all billing made to City, that are in
possession or under control of the Contractor, prepared or acquired in the course of this
Agreement with City. Further, the Contractor agrees not to keep or withhold such information or
data, or reproductions of such information or data that relate to the business activities of City, or
to parties in a contract relationship with City. Alternatively, if the return of records and
equipment or supplies is not requested, Contractor agrees to retain these items for three years
after the completion of this contract and to notify the City, project manager at the end of that
time before disposing of them. Contractor shall include a provision substantially identical to the
foregoing in all its Subcontractor Agreements.
14. Indemnification
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The Contractor will indemnify, hold harmless, and defend City, and, its officers, employees,
agents, representatives, and affiliates (each an Indemnified Party) against any and all losses,
liabilities, damages, claims, suits, proceedings, judgments, assessments, costs, and expenses
(including interest and penalties), and including reasonable attorney fees and expenses, incurred
by City, and arising from (i) negligent or wrongful acts or omissions of the Contractor or of its
officers, employees, agents, representatives, subcontractors, or affiliates of this Agreement.
The Parties specifically agree that the provisions of this Section also apply to any claim of injury or
damage to the persons or property of the Contractors employees. Contractor acknowledges and
agrees that, as to such claims, the Contractor, with respect to City, hereby waives any right of
immunity which Contractor may have under industrial insurance (Title 51 RCW as amended and
under any substitute or replacement statue). This waiver was specifically negotiated by the
Parties, is solely for the benefit of the Parties and their successors and assigns, and is not
intended as a waiver of Contractors right of immunity under said industrial insurance for any
other purpose.
15. Force Majeure
Notwithstanding anything contained in this Agreement to the contrary, neither Party will be
deemed liable or to be in default for any delay or failure in performance under this Agreement
deemed to result from acts of God, acts of civil and military authority, acts of public enemy, war,
or any like cause beyond the Parties reasonable control.
16. Notices
Notices required to be made under this Agreement shall be served personally, by facsimile
transmission, by overnight courier to the address shown above, or by email, with a duplicate sent
by certified mail, return receipt requested. Notice shall be effective only upon receipt by the
party being served.
City of Port Angeles
Signature
eaVir Ntui PX S
Name
Oa.1 i 2—
Date
Fluid Market Strategies
V V LY,
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Date
G: \LEGAL \a AGREEMENTS &CONTRACTS \2012 AGRMTS &CONTRACTS \CFLContract 2.docx
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FP,Ir
Project Order Title
Simple Steps, Smart Savings TM
Contractor's Authorized Representative
Megan Milliken 503.808.9003x106
mmilli ken Wluidms.com
This Project Order is entered into pursuant to the terms and conditions of the Promotion Services Agreement
between City of Port Angeles and Fluid Market Strategies "Fluid dated \Jt UL4ity 11
Fluid's Objective
To implement a successful retail promotion for the Simple Steps, Smart Savings promotion.
Scope of Services
The Simple Steps, Smart Savings Promotion will increase sales of ENERGY STAR® CFLs, ENERGY STAR® indoor
hard -wired lighting fixtures and energy saving showerheads in the marketplace. This goal will be accomplished
by providing an incentive of $0.50 per general purpose CFL (twist, A- lamp), an incentive of $2.00 on specialty CFL
products (Reflectors, Globes, Candelabras, Torpedoes, 3 -way, outdoor lighting), an incentive of $8.00 on indoor
hard -wired lighting fixtures, and an incentive of $7.00 on showerheads (2.0 gpm or less). An administrative fee
of $0.25 per unit will be charged on specialty CFLs and an administrative fee of $0.35 per unit will be charged on
all other products.
Administrative Support
Services shall include development, delivery and facilitation of projected unit movement of identified SKUs at
approved retail locations. Fluid staff will receive retail sales reports from partnering retailer locations and
monitor sales reports into a proprietary tracking and reporting database.
Marketing Services
Project Order -01
EXHIBIT B
TO PSA
Fluid will design and produce retail Point of Purchase (POP) materials for participating retail locations, including
those in City of Port Angeles territory. Marketing materials will be delivered directly to the stores by the Fluid
field representatives. Field representatives will support participating retail stores in City of Port Angeles
territory, provide on -site merchandising, sales associate training and event staffing.
Reporting
Minimum reporting requirements will include:
City of Port Angeles will receive detailed electronic reports of promotional product sales once a month.
Sales will be distinguished by retail location and individual product SKUs. This data can be provided in a
hard copy along with the monthly invoice if requested.
Invoices for promotional product sales and administrative costs per unit sold within the prior month will
be sent to City of Port Angeles monthly. Invoicing is dependent upon Fluid receiving sales data reports
from manufacturer /retailer partners in a timely manner; sales data is due from manufacturer on the 15
of each month. However, City of Port Angeles will be invoiced by Fluid within 10 working days of receipt
of sales data.
Additional necessary reporting requirements will be communicated to Fluid as they are identified
Store List Allocations
See Attachment A
MGSA LGL 019 EXH B
Incorporated Documents (Note: In the event of any conflict between the terms and conditions contained in this Project Order and those set
forth in any Incorporated Documents, the terms and conditions of this Project Order shall prevail.)
Compensation for the Services
Contractor shall be compensated for the Services described above as follows:
City of Port Angeles commits to fund the following product(s):
(Select all products to include)
Itif ENERGY STAR® CFLs
`fd Promotional showerheads
"le ENERGY STAR® rated indoor hard -wired lighting fixtures
And for the product(s) selected above commits to:
(Select one funding option)
Fund all promotional products sold for the duration of the promotion.
Funding of 13 for promotional products selected above.
Time of Performance for the Services
Commencement Date
February 1, 2012
Completion Date
April 30, 2012
Except as provided herein, all terms and conditions of the Master Promotion Services Agreement referenced above shall be
incorporated into and become a part of this Project Order. City of Port Angeles has the right to terminate this agreement at any
time. Termination notice must be received in writing and will have a termination date effective at the end of the month following
the month in which written notice is received.
Accepted By: City of Port Angeles
‹e1 Mt■teics
Please Print Name Approved by: Fluid Mar Strategies
Signature Signature
Ci) 1/2 7/ 7
n
Title Date
Title
MGSA LGL 019 EXH B
Scope of Services
PSA EXH B
Project Order -03
EXHIBIT A
TO PSA
Project Order Title
Simple Steps, Smart Savings rM—
Fluid Run Direct Install
Fluid's Authorized Representative
Megan Milliken 503.808.9003x106
mmilliken @fluidms.com
This Project Order is entered into pursuant to the terms and conditions of and as an amendment to the Promotion Services
Agreement between the City of Port Angeles and Fluid Market Strategies, Inc. (Fluid), dated \Jcht (all 11 2012—.
Fluid's Objective
To conduct home auditing and implement a successful direct install project in homes within the City of Port Angeles service area
in accordance with this document and in conformance with BPA's direct install program requirements.
The Fluid run direct installation portion of the Simple Steps, Smart Savings program will increase adoption and use of energy
saving products by offering the City of Port Angeles CFL installation and energy- saving showerhead distribution services. An
installation fee and a $0.35 administration fee will be applied to all CFLs and showerheads provided to City of Port Angeles utility
customers in accordance with this Project Order. Fluid will comply with BPA's current Implementation Manual for direct install
measures pertaining to this Project Order.
Administrative and Staff Support
Services from Fluid will include development, delivery and facilitation of the direct installation portion of the Simple Steps, Smart
Savings promotion as outlined in Attachment A Direct Install Extension Proposal. Fluid's installation team members will:
Participate in an orientation detailing customer service expectations, installation best practices and outlining the goals of
the promotion.
Secure needed CFL and showerhead product supply, and manage product distribution and inventory.
Recruit select City of Port Angeles utility customers for participation and schedule customer services.
Perform installations in compliance with local and state regulations.
Collect audit data and track activity on the Home Snapshot Audit form (Attachment B).
Provide the City of Port Angeles with reports of project activity and hardcopies of audit forms.
Allow the City of Port Angeles representatives to work closely with Fluid's administration of this program to ensure the
best possible public relations and the best chance of a successful outcome for Fluid and the City of Port Angeles.
Marketing Services
Fluid will provide and operate a consumer facing website that provides information about promotional products as well
as a one page summary of promotion related services offered by the City of Port Angeles.
A customer support telephone number and online signup form will be provided and maintained by Fluid and made
available to utility customers for services under this Project Order.
Fluid will provide program informational handouts to be distributed to customers interested in direct install services.
Fluid will provide informational materials, including Home Energy Savings Steps brochures and Showerhead Installation
Instructions, to utility customers who receive direct install services.
Templates will be made available to the City of Port Angeles for utility bill inserts, newspaper ads, customer direct mail
letters, door hangers, and newspaper copy /web graphics. Additionally, Fluid is available to design custom marketing
materials as needed. The scope of any additional custom marketing will be detailed in a Change Order as an attachment
to this document.
Reporting
Minimum reporting requirements will include:
The City of Port Angeles will receive electronic reports of direct installation and auditing activity once a month. The
report will document the information collected on Attachment B.
Upon request, Fluid will conduct quality control efforts through select site verification to ensure customer satisfaction
and proper product installation.
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Product Description
Administrative Fee
Installation Fee
Product Cost*
Total Cost Per Unit
CFL Twist 13 -15 Watt
$0.35
$2.25
$1.42
$4.02
CFL Twist 23 -26 Watt
$0.35
$2.25
$1.99
$4.59
CFL Reflector
$0.35
$2.25
$3.24
$5.84
CFL Globe
$0.35
$2.25
$3.04
$5.64
Showerhead
$0.35
$8.00
$3.50
$11.85
Fluid will meet reporting standards enabling the City of Port Angeles to obtain reimbursement from BPA for qualifying
work performed under this Project Order.
Additional reporting requirements will be communicated to Fluid as they are identified.
Incorporated Documents (Note: In the event of any conflict between the terms and conditions contained in this Project Order and those set
forth in any Incorporated Documents, the terms and conditions of this Project Order shall prevail.)
Attachments A (Direct Install Extension Proposal)
Attachments B (Snapshot Audit Form)
Compensation for the Services
id shall be compensated for the Fluid Run Direct Install Services described above as follows:
For selected product only.
In accordance with the unit prices listed in the chart above the City of Port Angeles commits to fund this direct install project
until one of the following is achieved:
Project costs for the City of Port Angeles have reached a maximum amount of 4 /3460
or
A maximum of 3(0 utility customer homes are retrofitted within the City of Port Angeles
service area.
Any change in the scope of services in this document will be detailed in a written Change Order signed by both parties and
attached to this agreement.
Time of Performance for the Services
Commencement Date
2012
Completion Date
3c2_, Z017.
Except as provided herein, all terms and conditions of the Master Promotion Services Agreement referenced above shall be incorporated into and become a part of
this Project Order. This Project Order shall remain in effect unless terminated by either party at any time by giving a thirty (30) day notice to the other party or
meeting completion obligations in this Project Order. Notice shall be effective when received.
Accepted By: City of Port Angeles
4
Please Print Name
PSA EXH B
Approved by: Fluid Market Strategies
IrYI e vl i'YL I L L VC tri
Please Print Ngine
2
ORT s NGELES
W A S H I N G T O N U.S.A.
CITY COUNCIL MEMO
Date: January 17, 2012
To: CITY COUNCIL
From: Glenn A. Cutler, P.E., Director of Public Works Utilities
Subject: Simple Steps, Smart Savings Promotion Services Agreement
Summary: The City has been offered a new Agreement to deliver energy- efficient compact
fluorescent lamps and showerheads to the City's low- income customers as a component of the
upcoming expanded Low Income Weatherization Project. All City expenses would be eligible for
reimbursement under the Bonneville Power Administration's energy conservation program.
Recommendation: Approve and authorize the City Manager to sign the Simple Steps, Smart
Savings Promotion Services Agreement with Fluid Marketing Strategies including Project
Orders 1 and 2 in an amount not to exceed $104,000, and to make minor modifications to the
Agreement, if necessary.
Background /Analysis: On April 20, 2010, City Council approved the current agreement which
expires on January 31, 2012; the proposed agreement provides continuing services through January 31,
2014. The proposed Project Orders 1 and 2 would include the installation of approximately 9,000
compact fluorescent lamps and 396 low -flow showerheads at the residences of 300 of the Cities' low
income customers who apply for our Low Income Weatherization project.
These products will lower the electrical demand for our utility customers through reduced
consumption. Another benefit will be the development of "snapshot" audits of the homes where these
products are installed. These snapshot audits will provide the City with critical information in regards
to structural soundness and weatherization opportunities. The snapshot audit will be required for
customers to participate in the Low Income Weatherization project. The proposed Agreement and
Project Orders are attached. All City expenses are eligible for reimbursement under the BPA's
energy conservation program.
On January 10, 2012, the Utility Advisory Committee forwarded a favorable recommendation to City
Council to authorize the City Manager to sign the Simple Steps, Smart Savings Promotion Services
Agreement with Fluid Market Strategies including Project Orders 1 and 2 in an amount not to exceed
$104,000, and to make minor modifications to the Agreement, if necessary. As part of the
recommendation it was recognized that a full -time equivalent Fluid Market Strategies employee will be
retained, and where possible, materials will be locally purchased as long as costs do not increase by
more than 5
Attachment: Proposed Simple Steps, Smart Savings Promotion Services Agreement Project
Proposed Project Orders 1 and 2
N: \CCOUNCIL \CC2012 \CC0117 \Simple Steps Smart Savings Promotion Services Agreement.doc