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HomeMy WebLinkAbout477870 SYMBIOTIC ENGINEERING - CONTRACT - AGREEMENT MISC - SYMBIOTIC ENGINEERINGPROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT made and entered into the day and year set forth below, by and between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter referred to as the "City" and Symbiotic Engineering, hereinafter referred to as "Professional". WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Scope of Services. The Professional agrees to provide services in accordance with the scope of services attached hereto as Exhibit "A", consisting of six (6) pages, and incorporated herein by this reference. 2. Contract Period. This Agreement shall commence September 1, 2010, and shall continue in full force and effect until August 31, 2011, unless sooner terminated as herein provided. In addition, at the option of the City, the Agreement may be extended for additional one year periods not to exceed four (4) additional one year periods. Renewals and pricing changes shall be negotiated by and agreed to by both parties. The Denver Boulder Greeley CPIU published by the Colorado State Planning and Budget Office will be used as a guide. Written notice of renewal shall be provided to the Professional and mailed no later than ninety (90) days prior to contract end. 4. Early Termination by City. Notwithstanding the time periods contained herein, the City may terminate this Agreement at any time without cause by providing written notice of termination to the Professional. Such notice shall be delivered at least fifteen (15) days prior to the termination date contained in said notice unless otherwise agreed in writing by the parties. All notices provided under this Agreement shall be effective when mailed, postage prepaid and sent to the following addresses: Standard Professional Services Agreement- rev03/10 3. TASKS AND PROJECT MANAGEMENT Staff Roles Initial setup and testing will be coordinated by Utilities with management lead taken by Norm Weaver, Energy Services. The key individual to coordinate data exchange will be Matt Scheetz with the City IT department. The substantive work to set up the system will be performed by staff with Symbiotic (principally Tim Hillman, Mark Reiner, and Nick Nimmer). The project leads for the target City programs (Climate Wise — Kathy Collier, Business Efficiency and Building Tune-up — Kelley Gonzales, and Home Efficiency — Amber Riley) will develop implementation plans to establish targets and metrics in each program area. Janet McTague will act as grant coordinator. Table 2 and Figure 1 below summarize the outline of tasks and project time -table Task 1 and 2: Project Preliminaries (May to Sept, 2010) Utilities staff will take the lead to obtain review and appropriation of grant funds supporting the project. Second reading approval is anticipated on Auguest 17th. Contractual arrangements and finalization of this SOW will occur in parallel. Project metrics will be defined at this time to be revisited during the evaluation task at the conclusion of the pilot period (Task 7). Task 3: Initial Setup (Sept to Dec, 2010) Symbiotic will work with City staff to identify necessary data fields (consumption data, rate code information, etc.) in the Utilities billing system and have this data transferred to Symbiotic. Concurrently, Symbiotic would work with the Larimer County Assessor's office to acquire necessary data fields from the Assessor's database (parcel shapefiles, building type, size, location, age and cost). In addition, Symbiotic will work with the City's GIS department to acquire any additional GIS layers that may be useful to better characterize building use types throughout the City. Following transfer of utility usage and property data, Symbiotic will perform all data processing necessary to load the data into the SIMS. Utility usage data will be processed and aggregated for reporting purposes based on the utility rate code designations provided by Utilities for residential, commercial, industrial and municipal customers. The usage data will then be linked geospatially with the individual parcel information for usage characterization at the more detailed building sub - sector level (within each of the building sectors). Data gaps and/or discrepancies identified during this initial processing will be outlined and addressed by Symbiotic. The SIMS will be setup/customized to provide a user interface for Climate Wise partners to present their data and allow them to create their own user groups to share data and information. For an additional fee, Symbiotic will import the Utilities' water usage data along with electrical usage data. Task 4& 5: Benchmarking and Test ( Nov through Dec, 2010) After the SIMS is set-up, Symbiotic and City staff would complete the next phase of this project, the enhanced targeting, web interface deployment and tracking of four of the above noted programs. This would begin with a community energy use characterization and benchmarking exercise by sector and sub -sector for targeted marketing. Training and operation testing of the SIMS is expected to occur in mid December, 2010. Standard Professional Services Agreement- rev03/10 10 Task 6: Program Tracking ( Jan to May, 2011) Next, staff will manage the targeted marketing and outreach for the four programs utilizing existing marketing channels. Web interfaces will be deployed for the Climate Wise program partners. Finally, the four programs would be analyzed for an impact assessment using the program tracking module of the SIMS to be completed by April 2011. This phase would include the monthly updating of utility data through August 2011 to keep the SIMS current (the annual license is anticipated to cover September 2010 to September 2011, however the evaluation of this phase of the pilot project will be completed in May 2011 as outlined in Task 7 below). Task 7: Evaluation (Apr/May, 2011) Symbiotic will provide summary data, as needed, to evaluate project metrics defined in Task 2. Staff will prepare, with Symbiotic's assistance, a report summarizing this pilot program. Table 2: Task outline Task Task Name Start Date End Date Days of Progress Days of Project Percent Completed 1 N®Grant Award and Appropriation 05/12/10 08/24/10 104 104 100% 2 Stni of Work and Contract Negotiations 06/15/10 09/16/10 92 93 99% 3 Startup and Initial Setup 09/20/10 11 /20/10 0 61 0% 4 Utility Characterization and Benchmarking 11/01/10 12/15/10 0 44 0% 6 SIMS Operational Testing 12/15/10 01 /01 /11 0 17 0% 6 Program Tracking and Targeting Test 01/01/11 05/01/11 0 120 0% 7 Evaluation and W iteup 04/01/11 05/20/11 0 49 0% 8 9 10 Figure 1: Proposed timeline NEED Grant Award and . Appropriation Stmt of Work and Contract Negotiations Startup and Initial Setup Utility Characterization and Benchmarking SIMS Operational Testing Program Tracking and Targeting Test Evaluation and Writeup Carbon City SIMS Pilot Program Timeline May Jun Standard Professional Services Agreement- rev03/10 11 3. PROJECT BUDGET The proposed budget for the project including the GEO funding request is shown in the Table 3. Funds to Symbiotic Engineering total $90,000 including the optional import of water usage data back to 2005. (Fees to Symbiotic are highlighted by italics in the budget table below.) The annual fee includes quarterly data update and summary report and 80 hours staff support time. Table 3: Budget Breakdown Project Cost Funding Source SIMS setup and data integration $36,000 GEO NEED grant $36,000 SIMS annual license (incl. water data) $36,000 GEO NEED grant $36,000 SIMS customer user interface and data integration $12,000 Utilities funding $12,000 MIS staff for setup data integration 40 hrs @ $50 $2,000 Climate Wise funding $2,000 Project Management 60 hrs @ $50 $3,000 Utilities funding $3,000 Grant Coordination 60 hrs @ $50 $3,000 Utilities funding $3,000 Program Manager (3 @ 60 hrs @ $50) $9,000 Utilities funding $9,000 Option — Water Data Import $6,000 Utilities funding $6,000 New Rebate Funds * $378,646 Utilities and Platte River Power Authority $378,646 Total Project Cost 1 $485,646 Total Project Funding $485,646 * new rebates which support efficiency measures for projects identified through use of the SIMS Budget Narrative This project has been budgeted in two phases: 1) SIMS set-up; and 2) program targeting and tracking. 1. The SIMS set-up includes: importing GIS data, a high resolution satellite image, tax assessor data, weather data, utility electricity data back to 2005, and program data for the four programs outlined above; linking utility data to the parcel level GIS and tax assessor data; a half day training for staff in the platform operation; anomaly reports describing data quality, the degree to which utility has been successfully matched with GIS and tax assessor data and initial observations; and unlimited log -ins for staff to use the platform. 2. The program targeting and tracking phase includes: detailed energy use characterization and benchmarking by sector and sub -sector throughout the Utilities' service territory; generating lists of customers to be targeted for program intervention by sub -sector based on energy use characterization and benchmarking as well as current program data; targeted outreach and marketing to customers to participate in these four programs; monthly updating and evaluation of energy use trends and program impacts (for the four programs) for the remainder of the project through August 2011; web interfaces for Climate Wise partners; and 80 hours of Symbiotic Engineering (Symbiotic) staff time to serve as an extension of staff for analyses or to customize the platform. Standard Professional Services Agreement- rev03/10 12 The project also leverages funds from increased rebate amounts from Utilities and Platte River Power Authority, marketing and outreach related to the four programs targeted for increased participation and internal staff resources for data integration, project management and program management. At Utilities' option, Symbiotic will import water usage data back to 2005 during the initial system setup. 4. PROJECT RENEWAL AND EXTENSION The initial tasks outline above cover the implementation and trial use period for the SIMS. The initial license to utilize the SIMS is anticipated to run from September 2010 to September 2011. Approaching the license expiration date, Utilities will review the decision to extend licensing for a subsequent annual period. Performance of the SIMS will be assessed based on metrics established in Task 1. Utilities' baseline expectation is for expanded and ongoing use of the SIMS. To this point, we will ask Symbiotic Engineering to provide placeholder fields for future programs such as participation tracking for the Green Energy and Community Solar Garden programs. Utilities expects to expand use of the system for benchmarking and tracking of additional DSM programs beyond the four pilot period programs. Fees for license extension and setup for additional program tracking will be part of contract extension discussions. Standard Professional Services Agreement- rev03/10 13 EXHIBIT B CONFIDENTIALITY IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the "City") pursuant to this Agreement (the "Agreement"), the Contractor hereby acknowledges that it has been informed that the City has established policies and procedures with regard to the handling of confidential information and other sensitive materials. In consideration of access to certain information, data and material (hereinafter individually and collectively, regardless of nature, referred to as "information") that are the property of and/or relate to the City or its employees, customers or suppliers, which access is related to the performance of services that the Contractor has agreed to perform, the Contractor hereby acknowledges and agrees as follows: That information that has or will come into its possession or knowledge in connection with the performance of services for the City may be confidential and/or proprietary. The Contractor agrees to treat as confidential (a) all information that is owned by the City, or that relates to the business of the City, or that is used by the City in carrying on business, and (b) all information that is proprietary to a third party (including but not limited to customers and suppliers of the City) . The Contractor shall not disclose any such information to any person not having a legitimate need -to -know for purposes authorized by the City. Further, the Contractor shall not use such information to obtain any economic or other benefit for itself, or any third party, except as specifically authorized by the City. The foregoing to the contrary notwithstanding, the Contractor understands that it shall have no obligation under this Agreement with respect to information and material that (a) becomes generally known to the public by publication or some means other than a breach of duty of this Agreement, or (b) is required by law, regulation or court order to be disclosed, provided that the request for such disclosure is proper and the disclosure does not exceed that which is required. In the event of any disclosure under (b) above, the Contractor shall furnish a copy of this Agreement to anyone to whom it is required to make such disclosure and shall promptly advise the City in writing of each such disclosure. In the event that the Contractor ceases to perform services for the City, or the City so requests for any reason, the Contractor shall promptly return to the City any and all information described hereinabove, including all copies, notes and/or summaries (handwritten or mechanically produced) thereof, in its possession or control or as to which it otherwise has access. The Contractor understands and agrees that the City's remedies at law for a breach of the Contractor's obligations under this Confidentiality Agreement may be inadequate and that the City shall, in the event of any such breach, be entitled to seek equitable relief (including without limitation preliminary and permanent injunctive relief and specific performance) in addition to all other remedies provided hereunder or available at law. Standard Professional Services Agreement- rev03/10 14 EXHIBIT C "American Recovery and Reinvestment Act of 2009" Requirements Procurement Provisions: This contract is funded by the "American Recovery and Reinvestment Act of 2009" (ARRA). In compliance with the ARRA contractors and subcontractor must adhere to the following provisions: ARRA TITLE XV—ACCOUNTABILITY AND TRANSPARENCY BUYAMERICAN SEC. 1605. USE OF AMERICAN IRON, STEEL, AND MANUFACTURED GOODS. (a) None of the funds appropriated or otherwise made available by this Act may be used for a project for the construction, alteration, maintenance, or repair of a public building or public work unless all of the iron, steel, and manufactured goods used in the project are produced in the United States. (b) Subsection (a) shall not apply in any case or category of cases in which the head of the Federal department or agency involved finds that— (1) applying subsection (a) would be inconsistent with the public interest; (2) iron, steel, and the relevant manufactured goods are not produced in the United States in sufficient and reasonably available quantities and of a satisfactory quality; or (3) inclusion of iron, steel, and manufactured goods produced in the United States will increase the cost of the overall project by more than 25 percent. (c) If the head of a Federal department or agency determines that it is necessary to waive the application of subsection (a) based on a finding under subsection (b), the head of the department or agency shall publish in the Federal Register a detailed written justification as to why the provision is being waived. (d) This section shall be applied in a manner consistent with United States obligations under international agreements. WAGE RATE REQUIREMENTS SEC. 1606. Notwithstanding any other provision of law and in a manner consistent with other provisions in this Act, all laborers and mechanics employed by contractors and subcontractors on projects funded directly by or assisted in whole or in part by and through the Federal Government pursuant to this Act shall be paid wages at rates not less than those prevailing on projects of a character similar in the locality as determined by the Secretary of Labor in accordance with subchapter IV of chapter 31 of title 40, United States Code. With respect to the labor standards specified in this section, the Secretary of Labor shall have the authority Standard Professional Services Agreement- rev03/10 15 and functions set forth in Reorganization Plan Numbered 14 of 1950 (64 Stat. 1267; 5 U.S.C. App.) and section 3145 of title 40, United States Code. ECONOMIC STABILIZATION CONTRACTING SEC. 1611. HIRING AMERICAN WORKERS IN COMPANIES RECEIVING TARP FUNDING. (a) SHORT TITLE. —This section may be cited as the "Employ American Workers Act". (b) PROHIBITION.— (1) IN GENERAL. —Notwithstanding any other provision of law, it shall be unlawful for any recipient of funding under title I of the Emergency Economic Stabilization Act of 2008 (Public Law 110-343) or section 13 of the Federal Reserve Act (12 U.S.C. 342 et seq.) to hire any nonimmigrant described in section 101(a)(15)(h)(i)(b) of the Immigration and Nationality Act (8 U.S.C. 1101(a)(15)(h)(i)(b)) unless the recipient is in compliance with the requirements for an H-1 B dependent employer (as defined in section 212(n)(3) of such Act (8 U.S.C. 1182(n)(3))), except that the second sentence of section 212(n)(1)(E)(ii) of such Act shall not apply. (2) DEFINED TERM. —In this subsection, the term "hire" means to permit a new employee to commence a period of employment. Standard Professional Services Agreement- rev03/10 16 State of Colorado Supplemental Provisions for Contracts, Grants, and Purchase Orders Using Funds Provided under the American Recovery and Reinvestment Act of 2009 As of 8-21-09 The contract, grant, or purchase order to which these Supplemental Provisions are attached has been funded, in whole or in part, with ARRA Funds. In the event of a conflict between the provisions of these Supplemental Provisions, the Special Provisions, the contract or any attachments or exhibits incorporated into and made a part of the contract, the provisions of these Supplemental Provisions shall control. 1. Definitions. For the purposes of these Supplemental Provisions, the following terms shall have the meanings ascribed to them below. 1.1. "ARRA" means the American Recovery and Reinvestment Act of 2009, (Public Law 111-5). 1.2. "ARRA Funds" means any funds that are expended or obligated from appropriations made under ARRA. 1.3. "ARRA Project' means a project or program funded directly by or assisted, in whole or in part, by ARRA Funds. 1.4. "Contract' means the contract to which these Supplemental Provisions are attached and includes a grant contract or a loan contract. 1.5. "Contracting Entity" means a Prime Recipient, a Subrecipient, or a Recipient Vendor. 1.6. "Contractor" means the party or parties to the Contract other than the Prime Recipient and includes a grantee, subgrantee, or a borrower. For purposes of ARRA reporting, Contractor is either a Subrecipient or a Recipient Vendor under this Contract. 1.7. "Entity" means a governmental body; legally recognized for profit or nonprofit business organization, such as a corporation, limited liability company, or partnership; or sole proprietor and excludes individual recipients of Federal assistance. 1.8. "FFATA" means the Federal Funding Accountability and Transparency Act of 2006 (Public Law 109-282). 1.9. "Prime Recipient" means a Colorado State Agency or Institution of Higher Education that receives ARRA Funds directly from a Federal Agency in the form of a grant, loan, or cooperative agreement. 1.10. "Subcontractor" means an Entity engaged by Contractor to provide goods or perform services in connection with this contract. 1.11. "Subrecipient' means a non -Federal Entity receiving ARRA Funds through a Prime Recipient to support the performance of the ARRA Project for which the ARRA Funds were awarded. A Subrecipient is subject to the terms and conditions of the Federal award to the Prime Recipient, including program compliance requirements. The term "Subrecipient' includes and may be referred to as Subgrantee. Standard Professional Services Agreement- rev03/10 17 1.12. "Supplemental Provisions" means these Supplemental Provisions for Contracts and Grants Using Funds Provided under the American Recovery and Reinvestment Act of 2009, as may be revised pursuant to ongoing guidance from the relevant Federal or State of Colorado Agency or Institution of Higher Education. 1.13. "Vendor" means a dealer, distributor, merchant or other seller providing goods or services required for a project or program funded by ARRA. A Vendor is not subject to all the terms and conditions of the Federal award, and all program compliance requirements do not pass through to a Vendor. However, a Vendor may be subject to selected program compliance requirements. See §22 of these Supplemental Provisions. 1.13.1 "Recipient Vendor" means a Vendor that receives ARRA Funds from a Prime Recipient. 1.13.2 "Subrecipient Vendor" means a Vendor that receives ARRA Funds from a Subrecipient. 2. Compliance. Contractor shall comply with all applicable provisions of ARRA and the regulations issued pursuant thereto, including but not limited to these Supplemental Provisions. Any revisions to such provisions or regulations shall automatically become a part of these Supplemental Provisions, without the necessity of either party executing any further instrument. The State of Colorado may provide written notification to Contractor of such revisions, but such notice shall not be a condition precedent to the effectiveness of such revisions. 3. ARRA Contracts and Subcontracts. Contractor shall include these Supplemental Provisions in all of its contracts and subcontracts using ARRA Funds, in whole or in part, and shall provide written notification of revisions hereto to all parties to such contracts or subcontracts in accordance with §2 above. Contractor shall ensure that all subcontractors comply with applicable provisions of ARRA. 4. Debarred or Suspended Entities. Contractor shall not enter into any contract or subcontract in connection with this Contract with a party that has been debarred or suspended from contracting with the Federal Government or the State of Colorado. See Excluded Parties List System at https://www.epls.gov/. 5. Conflict of Laws. In the event of a conflict between the laws of the State of Colorado or these Supplemental Provisions and ARRA, ARRA shall control. 6. Whistle Blower Protection. ARRA §1553. Contractor shall not discharge, demote or otherwise discriminate against an employee as a reprisal for disclosures by the employee of information that the employee reasonably believes is evidence of: (a) gross mismanagement of a contract or grant relating to ARRA Funds; (b) a gross waste of ARRA Funds; (c) a substantial and specific danger to public health or safety related to the implementation or use of ARRA Funds; (d) an abuse of authority related to implementation or use of ARRA Funds; or (e) a violation of law, rule, or regulation related to a contract, including the competition for or negotiation of a contract or grant, awarded or issued relating to ARRA Funds. Contractor shall post a notice of the rights and remedies available to employees under ARRA §1553 in all workplaces where employees perform work that is funded in whole or in part by money authorized under the ARRA. A sample notice can be found at www.recoverV.gov/?q=content/whistleblower-information. Contractor specifically acknowledges that Contractor and its employees are aware of and shall abide by the provisions of ARRA §1553. Contractor shall include the language and requirements of this subsection ("Whistleblower Protection under §1553 of the ARRA") in all of its contracts and agreements with employees, subcontractors and anyone else who performs work on behalf of Contractor. Standard Professional Services Agreement- rev03/10 18 7. False Claims Act. 31 U.S.C. §§3729-3733. Contractor shall refer promptly to an appropriate Federal Inspector General any credible evidence that a principal, employee, agent, contractor, subgrantee, subcontractor or other person has committed a false claim under the False Claims Act or has committed a criminal or civil violation of laws pertaining to fraud, conflict of interest, bribery, gratuity, or similar misconduct involving ARRA funds. 8. Reporting of Fraud, Waste, and Abuse. Contractor shall also refer promptly to the Colorado Office of the State Controller (OSC) any credible evidence that a principal, employee, agent, contractor, subgrantee, subcontractor, or other person has committed a criminal or civil violation of laws pertaining to fraud, waste, and abuse involving ARRA Funds. The OSC shall report such incidents of misconduct to the appropriate State Agency and appropriate Federal authority. Contact information for reporting fraud, waste, and abuse to the OSC is located at http://www.colorado.gov/dpa/dfp/sco/contracts/ARRA/ARRA Main Page.htm 9. Inspection of Records. ARRA §§902, 1515. Contractor shall permit the United States Comptroller General and his or her representatives or any representative of an appropriate Inspector General appointed under §3 or §8G of the Inspector General Act of 1978, as amended (5 U.S.C. App.) to: (a) examine any records of the Contractor or any of its Subcontractors that directly pertain to, and involve transactions relating to this Contract or any contract or subcontract using ARRA Funds; and (b) interview any officer or employee of Contractor or any of its Subcontractors regarding such transactions. Contractor shall permit the State of Colorado, the Federal Government or any other duly authorized agent of a governmental agency with jurisdiction to audit, inspect, examine, excerpt, copy and/or transcribe Contractor's or such Subcontractor's records during the term of this Contract and for a period of three years following termination of this Contract or final payment hereunder, whichever is later, to assure compliance with these terms or to evaluate Contractor's performance hereunder. 10. Wage Rate Requirements — Davis -Bacon Wage Determinations. ARRA §1606. Contractor and its Subcontractors shall pay all laborers and mechanics employed on ARRA Projects by Contractor or any of its Subcontractors at wage rates not less than those prevailing on projects of a character similar in the locality, as determined by the United States Secretary of Labor in accordance with Subchapter IV of Chapter 31 of Title 40 of the United States Code. The Secretary of Labor's determination regarding the prevailing wages applicable in Colorado is available at http://www.qpo.gov/davisbacon/co.html. 11. Job Opportunity Posting Requirements. Governor's Executive Order D 01409. Contractor shall post notice of job openings created by ARRA funded projects on the Colorado Department of Labor and Employment job website, http://www.connectinqcolorado.com. In the performance of this duty, Contractor and any of its Subcontractors shall post jobs on Connecting Colorado Job Site that clearly designates the job opening as an ARRA job in a form and manner prescribed by the Colorado Department and Labor and Employment. 12. Buy American Requirement - Construction. ARRA §1605. All iron, steel and manufactured goods used in any ARRA Project for the construction, alteration, maintenance, or repair of a public building or public work shall be produced in the United States in a manner consistent with United States obligations under international agreements. This requirement can be waived only by the awarding Federal Agency in limited situations. 13. Environmental and Preservation Requirements. ARRA §1609. Contractor shall comply with all applicable Federal, State, and Local environmental and historic preservation requirements and shall provide any information requested by the awarding Federal Agency to ensure compliance with applicable laws, including National Environmental Policy Act, as amended (42 U.S.C. 4321-4347) and National Historic Preservation Act (16 U.S.C. 470 et seq.). Standard Professional Services Agreement- rev03/10 19 Professional: City: With Copy to: Symbiotic Engineering City of Fort Collins City of Fort Collins, Purchasing Attn: Norm Weaver PO Box 580 PO Box 580 Fort Collins, CO 80522 Fort Collins, CO 80522 In the event of any such early termination by the City, the Professional shall be paid for services rendered prior to the date of termination, subject only to the satisfactory performance of the Professional's obligations under this Agreement. Such payment shall be the Professional's sole right and remedy for such termination. 5. Design, Project Indemnity and Insurance Responsibility. The Professional shall be responsible for the professional quality, technical accuracy, timely completion and the coordination of all services rendered by the Professional, including but not limited to designs, plans, reports, specifications, and drawings and shall, without additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies. The Professional shall indemnify, save and hold harmless the City, its officers and employees in accordance with Colorado law, from all damages whatsoever claimed by third parties against the City; and for the City's costs and reasonable attorneys fees, arising directly or indirectly out of the Professional's negligent performance of any of the services furnished under this Agreement. The Professional shall maintain commercial general liability insurance in the amount of $500,000 combined single. 6. Compensation. In consideration of the services to be performed pursuant to this Agreement, the City agrees to pay Professional a fixed fee in the amount of Ninety Thousand Dollars ($90,000.00). Monthly partial payments based upon the Professional's billings and itemized statements are permissible. The amounts of all such partial payments shall be based upon the Professional's City -verified progress in completing the services to be performed pursuant hereto and upon the City's approval of the Professional's actual reimbursable expenses. Final payment shall be made following acceptance of the work by the City. Upon final payment, all designs, plans, reports, specifications, drawings, and other services rendered by the Professional shall become the sole property of the City. Standard Professional Services Agreement- rev03110 2 14. Non-discrimination. Contractor shall comply with Title VI and Title VII of the Civil Rights Act of 1964 (42 U.S.C. §2000d et seq.), Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 701 et seq.), Title IX of the Education Amendments of 1972 (20 U.S.C. 1681-1688), the Age Discrimination Act of 1975 (42 U.S.C.6101-6107), and other civil rights laws applicable to recipients of Federal financial assistance. 15. Identification and Registration Information. If Contractor is a Subrecipient, Contractor shall obtain a Dun & Bradstreet DUNS number (or update the existing DUNS record), and register with the Central Contractor Registration (CCR), the primary registrant database for the Federal government. 16. Fixed Price — Competitively Bid. ARRA §1554. Contractor, to the maximum extent possible, shall award subcontracts as fixed -price subcontracts under this Contract using competitive bid procedures. Contractor shall provide to its Contracting Entity a summary of any contract or subcontract awarded using ARRA Funds that is not fixed -price or not awarded using competitive procedures. 17. Publication. Contractor shall include the Colorado Recovery logo on all project signage, and is encouraged, to the maximum extent possible, to use the logo on all other publications in connection with the activities funded by the Prime. Recipient that use ARRA funds. 18. Prohibition on Use of Funds. ARRA §1604. ARRA funds shall not be used for any casino or other gambling establishment, aquarium, zoo, golf course, or swimming pool. 19. Enforceability. If Contractor fails to comply with all applicable Federal and State requirements governing the use of ARRA funds, the State of Colorado may withhold or suspend, in whole or in part, funds awarded under the ARRA project, or recover misspent funds following an audit pursuant to §9, above. The remedy under this provision shall be in addition to all other remedies provided to the State of Colorado for recovery of misspent funds available under all applicable State and Federal laws. 20. One Time Funding. Contractor acknowledges and understands that ARRA Projects will not be continued with funds appropriated by the State of Colorado after ARRA Funds are expended or are no longer available. 21. Segregation of Costs. Contractor shall segregate obligations with respect to and expenditures of ARRA Funds from other sources of funding. ARRA Funds shall not be comingled with any other funds or used for a purpose other than the payment of costs allowable under ARRA. 22. Reporting. §1512, FFATA §2. Contractor shall report to its Contracting Entity the data elements required in §23 if Contractor is a Subrecipient or in §24 if Contractor is a Recipient Vendor. No direct payment shall be made to Contractor for providing any reports required under these Supplemental Provisions, as the cost of producing such reports shall be deemed included in the Contract price. The reporting requirements in §§23 and 24 are based on guidance from the US Office of Management and Budget (OMB), and as such are subject to change at any time by OMB. Any such changes shall be automatically incorporated into this Contract and shall become part of Contractor's obligations under this Contract. The State may provide written notice to Contractor of any such change in accordance with §2 above, but such notice shall not be a condition precedent to Contractor's duty to comply with revised OMB reporting requirements. The Colorado Office of the State Controller shall provide summaries of revised OMB reporting requirements as well as reporting templates for Subrecipients and Recipient Vendors at: http://Www.colorado.gov/dpa/dfp/sco/contracts/ARRA/ARRA Main Page.htm Standard Professional Services Agreement- rev03/10 20 23. Subrecipient Reporting. If Contractor is a Subrecipient, Contractor shall report to its Contracting Entity as set forth below. 23.1 Initial Reporting. A Subrecipient shall report the following data elements to its Contracting Entity upon the effective date of the contract: 23.1.1 Subrecipient DUNS Number 23.1.2 Congressional District of Subrecipient 23.1.3 Primary Place of Performance Information, including: Street Address, State, Country, City, Zip code + 4 23.1.4 Subrecipient Officers' Names (Top 5) if all three criteria are met:1) 80% or more of Subrecipient's annual gross revenue is from Federal contracts, 2) Subrecipient's annual gross revenue from Federal contracts is $25 million or more, and 3) Subrecipient's officer names are not publicly available. See page 19 of Recipient Reporting Data Model V3.0 for Quarter Ending September 30, 2009 at hftp://www.colorado.gov/dpa/dfp/sco/contracts/ARRA/ARRA — Main_Page.htm. 23.1.5 Subrecipient Officers' Total Compensation (Top 5) if criteria in §23.1.4 met 23.2 Monthly Reporting. A Subrecipient shall report to its Contracting Entity no later than the 25th day of each month the following inception -to -date data elements as of the end of the prior month: 23.2.1 Job Creation Narrative for both the Subrecipient and the Subrecipient's Vendors 23.2.2 Number of Jobs Created or Retained for both the Subrecipient and the Subrecipient's Vendors 23.2.3 SubAward number or other identifying number assigned by the Subrecipient to each Subrecipient Vendor (this number cannot be a personal identifying number such as a social security number or federal employer identification number) 23.2.4 Vendor name and Zip code + 4 of Vendor's Headquarters for each Subrecipient Vendor; the Subrecipient Vendor's DUNS number may also be provided if available 23.2.5 Subrecipient shall establish reporting deadlines for its Subrecipient Vendors. 24. Recipient Vendor Reporting. A Recipient Vendor shall report to its Contracting Entity no later than the 25th day of each month the following inception -to -date data elements as of the end of the prior month: 24.1.1 Job Creation Narrative 24.1.2 Number of Jobs Created or Retained 25. Event of Default. Failure to comply with these Supplemental Provisions shall constitute an event of default under the Contract and the State of Colorado may terminate the Contract upon 30 days prior written notice if the default remains uncured five calendar days following the notice period. This remedy will be in addition to any other remedy available to the State of Colorado under the Contract, at law or in equity. 26. Reporting Framework — see chart below. Federal IAgency Prime Recipient Subrecipient Recipient Vendor Subrecipielnt Vendor Standard Professional Services Agreement- rev03/10 21 EXHIBIT D Department of Energy (DOE) Award Terms and Conditions The Vendor shall be responsible for adhering to the following Department of Energy (DOE) award terms and conditions: 1. RESOLUTION OF CONFLICTING CONDITIONS Any apparent inconsistency between Federal statutes and regulations and the terms and conditions contained in this award must be referred to the GEO for guidance. 2. STATEMENT OF FEDERAL STEWARDSHIP DOE will exercise normal Federal stewardship in overseeing the project activities performed under this award. Stewardship activities include, but are not limited to, conducting site visits; reviewing performance and financial reports; providing technical assistance and/or temporary intervention in unusual circumstances to correct deficiencies which develop during the project; assuring compliance with terms and conditions; and reviewing technical performance after project completion to ensure that the award objectives have been accomplished. 3. SITE VISITS DOE authorized representatives have the right to make site visits at reasonable times to review project accomplishments and management control systems and to provide technical assistance, if required. Vendor must provide, and must require your subcontractors to provide, reasonable access to facilities, office space, resources, and assistance for the safety and convenience of the government representatives in the performance of their duties. All site visits and evaluations must be performed in a manner that does not unduly interfere with or delay the work. 4. REPORTING REQUIREMENTS a. Requirements. The reporting requirements for this award are identified on the Federal Assistance Reporting Checklist, DOE F 4600.2. These requirements will be provided to the Vendor by the GEO. Failure to comply with these reporting requirements is considered a material noncompliance with the terms of the P.O. Noncompliance may result in withholding of future payments, suspension, or termination of the current P.O., and withholding of future P.O.s. A willful failure to perform, a history of failure to perform, or unsatisfactory performance of this and/or other financial assistance awards, may also result in a debarment action to preclude future awards by Federal agencies. b. Dissemination of scientific/technical reports. Scientific/technical reports submitted under this award will be disseminated on the Internet via the DOE Information Bridge (www.osti. og v/bridge), unless the report contains patentable material, protected data, or SBIR/STTR data. Citations for journal articles produced under the award will appear on the DOE Energy Citations Database (www.osti. ovg /energycitations). c. Restrictions. Reports submitted to the DOE Information Bridge must not contain any Protected Personal Identifiable Information (PII), limited rights data (proprietary data), classified Standard Professional Services Agreement- rev03/10 22 information, information subject to export control classification, or other information not subject to release. 5. PUBLICATIONS a. Vendor is encouraged to publish or otherwise make publicly available the results of the work conducted under this P.O.. b. An acknowledgment of Federal support and a disclaimer must appear in the publication of any material, whether copyrighted or not, based on or developed under this project, as follows: Acknowledgment: "This material is based upon work supported by the Department of Energy under Award Number DE-EE0000082. Disclaimer: "This report was prepared as an account of work sponsored by an agency of the United States Government. Neither the United States Government nor any agency thereof, nor any of their employees, makes any warranty, express or implied, or assumes any legal liability or responsibility for the accuracy, completeness, or usefulness of any information, apparatus, product, or process disclosed, or represents that its use would not infringe privately owned rights. Reference herein to any specific commercial product, process, or service by trade name, trademark, manufacturer, or otherwise does not necessarily constitute or imply its endorsement, recommendation, or favoring by the United States Government or any agency thereof. The views and opinions of authors expressed herein do not necessarily state or reflect those of the United States Government or any agency thereof." 6. FEDERAL, STATE, AND MUNICIPAL REQUIREMENTS Vendor must obtain any required permits and comply with applicable federal, state, and municipal laws, codes, and regulations for work performed under this P.O. 7. INTELLECTUAL PROPERTY PROVISIONS AND CONTACT INFORMATION (NRD- 1003) Nonresearch and Development a. Nonprofit organizations are subject to the intellectual property requirements at 10 CFR 600.136(a), (c), and (d). All other organizations are subject to the intellectual property requirements at 10CFR 600.136(a) and (c). 600.136 Intangible Property (i) Vendors may copyright any work that is subject to copyright and was developed, or for which ownership was purchased, under an award. DOE reserves a royalty -free, nonexclusive and irrevocable right to reproduce, publish or otherwise use the work for Federal purposes, and to authorize others to do so. (ii) Authorize others to receive, reproduce, publish or otherwise use such data for Federal purposes. b. In addition, in response to a Freedom of Information act (FOIA) request for research Standard Professional Services Agreement- rev03/10 23 data relating to published research findings produced under an award that were used by the Federal Government in developing an agency action that has the force and effect of law, the DOE shall request, and the recipient shall provide, within a reasonable time, the research data so that they can be made available to the public through the procedures established under the, FOIA. If the DOE obtains the research data solely in response to a FOIA request, the agency may charge the requester a reasonable fee equaling the full incremental cost of obtaining the research data. This fee should reflect the costs incurred by the agency, the Vendor, and applicable subgrantees. This fee is in addition the agency may assess under the FOIA (5 U.S.C. 552(a)(4)(A)). b. Questions regarding intellectual property matters should be referred to the DOE Award Administrator and the Patent Counsel designated as the service provider for the DOE office that issued the award. The IP Service Providers List is found at http://www.gc.doe.gov/documents/Intellectual Property (IP) Service Providers for Acquisitio "df 8. LOBBYING RESTRICTIONS By accepting funds under this P.O., Vendor agrees that none of the funds obligated on the P.O. shall be expended, directly or indirectly, to influence congressional action on any legislation or appropriation matters pending before Congress, other than to communicate to Members of Congress as described in 18 U.S.C. 1913. This restriction is in addition to those prescribed elsewhere in statute and regulation. 9. NOTICE REGARDING THE PURCHASE OF AMERICAN-MADE EQUIPMENT AND PRODUCTS -- SENSE OF CONGRESS It is the sense of the Congress that, to the greatest extent practicable, all equipment and products purchased with funds made available under this P.O. should be American -made. 10. DECONTAMINATION AND/OR DECOMMISSIONING (D&D) COSTS Notwithstanding any other provisions of this P.O., the Government shall not be responsible for or have any obligation to the Vendor for (i) Decontamination and/or Decommissioning (D&D) of any of the Vendor's facilities, or (ii) any costs which may be incurred by the Vendor in connection with the D&D of any of its facilities due to the performance of the work under this P.O., whether said work was performed prior to or subsequent to the effective date of this P.O.. 11. HISTORIC PRESERVATION Prior to the expenditure of Federal funds to alter any structure or site, the Vendor is required to comply with the requirements of Section 106 of the National Historic Preservation Act (NHPA), consistent with DOE's 2009 letter of delegation of authority regarding the NHPA. Section 106 applies to historic properties that are listed in or eligible for listing in the National Register of Historic Places. In order to fulfill the requirements of Section 106, the Vendor must contact the State Historic Preservation Officer (SHPO), and, if applicable, the Tribal Historic Preservation Officer (THPO), to coordinate the Section 106 review outlined in 36 CFR Part 800. SHPO Standard Professional Services Agreement- rev03/10 24 contact information is available at the following link: http://www.ncshpo.org/find/index.htm. THPO contact information is available at the following link: http://www.nathpo.org/mgp.html . Section 110(k) of the NHPA applies to DOE funded activities. Vendors shall avoid taking any action that results in an adverse effect to historic properties pending compliance with Section 106. Vendor should be aware that the DOE will consider the Vendor in compliance with Section 106 of the NHPA only after the Vendor has submitted adequate background documentation to the SHPO/THPO for its review, and the SHPO/THPO has provided written concurrence to the Vendor that it does not object to its Section 106 finding or determination. Vendor shall provide a copy of this concurrence to the DOE. Standard Professional Services Agreement- rev03/10 25 7. City Representative. The City will designate, prior to commencement of work, its project representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the project. All requests for contract interpretations, change orders, and other clarification or instruction shall be directed to the City Representative. 8. Project Drawings. Upon conclusion of the project and before final payment, the Professional shall provide the City with reproducible drawings of the project containing accurate information on the project as constructed. Drawings shall be of archival, prepared on stable Mylar base material using a non -fading process to provide for long storage and high quality reproduction. "CD" disc of the as -built drawings shall also be submitted to the City in an AutoCAD version no older then the established city standard. 9. Monthly Report. Commencing thirty (30) days after the date of execution of this Agreement and every thirty (30) days thereafter, Professional is required to provide the City Representative with a written report of the status of the work with respect to the Scope of Services, Work Schedule, and other material information. Failure to provide any required monthly report may, at the option of the City, suspend the processing of any partial payment request. 10. Independent Contractor. The services to be performed by Professional are those of an independent contractor and not of an employee of the City of Fort Collins. The City shall not be responsible forwithholding any portion of Professional's compensation hereunderforthe payment of FICA, Workers' Compensation, other taxes or benefits or for any other purpose. 11. Personal Services. It is understood that the City enters into this Agreement based on the special abilities of the Professional and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Professional shall neither assign any responsibilities nor delegate any duties arising under this Agreement without the prior written consent of the City. 12. Acceptance Not Waiver. The City's approval of drawings, designs, plans, Standard Professional Services Agreement- rev03/10 3 specifications, reports, and incidental work or materials furnished hereunder shall not in any way relieve the Professional of responsibility for the quality or technical accuracy of the work. The City's approval or acceptance of, or payment for, any of the services shall not be construed to operate as a waiver of any rights or benefits provided to the City under this Agreement. 13. Default. Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this agreement, such party may be declared in default. 14. Remedies. In the event a party has been declared in default, such defaulting party shall be allowed a period of ten (10) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail himself of any other remedy at law or equity. If the non -defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non -defaulting party for the non -defaulting party's reasonable attorney fees and costs incurred because of the default. 15. Bindinq Effect. This writing, together with the exhibits hereto, constitutes the entire agreement between the parties and shall be binding upon said parties, their officers, employees, agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal representatives, successors and assigns of said parties. 16. Law/Severability. The laws of the State of Colorado shall govern the construction, interpretation, execution and enforcement of this Agreement. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement. Standard Professional Services Agreement- rev03/10 4 17. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et. seq., Professional represents and agrees that: a. As of the date of this Agreement: Professional does not knowingly employ or contract with an illegal alien who will perform work under this Agreement; and 2. Professional will participate in either the e-Verify program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, administered by the United States Department of Homeland Security (the "e-Verify Program") or the Department Program (the "Department Program"), an employment verification program established pursuant to Section 8-17.5-102(5)(c) C.R.S. in order to confirm the employment eligibility of all newly hired employees to perform work under this Agreement. b. Professional shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or knowingly enter into a contract with a subcontractor that knowingly employs or contracts with an illegal alien to perform work under this Agreement. C. Professional is prohibited from using the e-Verify Program or Department Program procedures to undertake pre -employment screening of job applicants while this Agreement is being performed. d. If Professional obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Professional shall: Notify such subcontractor and the City within three days that Professional has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and 2. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to this section the subcontractor does not cease employing or contracting with the illegal alien; except that Professional shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. e. Professional shall comply with any reasonable request by the Colorado Department of Labor and Employment (the "Department") made in the course of an investigation that the Department undertakes or is undertaking pursuant to the authority Standard Professional Services Agreement- rev03/10 established in Subsection 8-17.5-102 (5), C.R.S. f. If Professional violates any provision of this Agreement pertaining to the duties imposed by Subsection 8-17.5-102, C.R.S. the City may terminate this Agreement. If this Agreement is so terminated, Professional shall be liable for actual and consequential damages to the City arising out of Professional's violation of Subsection 8-17.5-102, C.R.S. g. The City will notify the Office of the Secretary of State if Professional violates this provision of this Agreement and the City terminates the Agreement for such breach. 18. Red Flags Rules. Service Provider must implement reasonable policies and procedures to detect, prevent and mitigate the risk of identity theft in compliance with the Identity Theft Red Flags Rules found at 16 Code of Federal Regulations part 681. Further, Service Provider must take appropriate steps to mitigate identity theft if it occurs with one or more of the City's covered accounts. 18. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit B - Confidentiality, consisting of one (1) page, attached hereto and incorporated herein by this reference, Exhibit C - ARRA Requirements, consisting of two (2) pages, attached hereto and incorporated herein by this reference and Exhibit D — Department of Energy (DOE) Award Terms and Conditions, consisting of three (3) pages, attached hereto and incorporated herein by this reference. Standard Professional Services Agreement- rev03/10 6 0�.�•�®RT �ae�!y. , � . •. cS7 U • SE kL I BDTl��_-•-� ��°� City Clerk APP S TO FORM: Assist n ity Attorney ATTEST: THE CITY OF FORT COLLINS, COLORADO Ja es B. O'Neill II, CPPO, FNIGP Direct of urchasing & Risk Management DATE: b C Z 5- I I C) Symbiotic Engineering By: Title: «b� Date: 9 Izz��n (Corporate Seal) Corporate Secretary Standard Professional Services Agreement- rev03/10 EXHIBIT A Symbiotic Engineering SIMS Scope of Work 1. PROJECT ABSTRACT Fort Collins Utilities (Utilities) is purchasing an enabling technology platform to target, track, quantify and report resource usage for carbon reduction trends, consumption trends and demand -side management program effectiveness. Grant funds totaling $72,000 from the GEO/DOE NEED program will be applied to this pilot project. The SIMS (Sustainability Information Mgmt. System) platform provides an interface between the Utilities' account records, geographic information system (GIS) data, tax assessor information and current/historic weather data. The enhanced analytical capabilities provided by this interface will increase energy efficiency results in four specific programs by using customized query capabilities to generate targeted efficiency program outreach to homes and businesses. These enhanced efficiency program results would further the City's carbon reduction goals and would improve program efficiency, accountability and data quality. The platform will leverage anticipated collaborative efforts with other utilities, local governments and state agencies. 2. BACKGROUND AND OBJECTIVES In response to aggressive goals in recently adopted City policies (see the Climate Action Plan, Energy Policy and Water Conservation Plan at www.fcgov.com) and those which will be updated in 2010 (City Plan, Transportation Master Plan and Green Building), the City continues to expand and enhance the programs it offers to customers in the areas of energy and water efficiency and other climate protection strategies. These programs include the Business Efficiency Program, Home Efficiency Program, Home Energy Reports, Green Energy, Load Management and Climate Wise. With this wide array of programs and incentives available to residents and businesses, the City desires to implement the Carbon CityTM Sustainability Information Management System (SIMS) to provide comprehensive solutions for increasing resource savings in the community. The City has a carbon emissions reduction goal of 20% below 2005 levels by 2020 and 80% below by 2050. The Climate Wise program has a goal to increase reported carbon reductions by 10,000 tons annually and a program target of 140,000 avoided tons by 2012; the reductions include savings from energy, water, waste and transportation measures. The Energy Policy includes an overall target for savings from energy efficiency programs of 1.5% of the community's electric use. This is equivalent to 22,000 megawatt -hours of annual savings or greenhouse gas (GHG) emissions reductions of 16,180 metric tons of carbon dioxide equivalent (mt-COA. Total efficiency program savings in 2008 and 2009 were 11,000 and 14,000 MWh, respectively. Reaching the 2010 goal will require a 50% increase in program savings, and thus significant increases in program participation are needed. The objective of this pilot program is to implement the SIMS in the City to provide a comprehensive solution that will: Standard Professional Services Agreement- rev03/10 1. Provide detailed utility customer characterization for enhanced targeting of program marketing to increase participation rates in four primary residential and commercial programs; 2. Provide a web interface for Climate Wise program partners that will present them with their energy use trends, normative group comparisons, and enable sharing of best practices; and 3. Track the weather normalized energy use changes of each individual utility customer in these programs to better quantify program impacts. This project will utilize the SIMS to improve the energy efficiency results of four specific programs. The programs would take advantage of the building energy use characterization and benchmarking capability to strategically target customers for participation (both by breadth, expanding the number of participants, and depth, achieving deeper level of savings per customer) and the ability to use weather normalized energy benchmarks to track results. Table 1 describes in more detail how the SIMS would be used with each program to achieve these results. Saving estimates for each program are included in Attachment A. Table 1: SIMS Enhancements to Programs Ref Name Use of SIMS Tool 1 Business Use normative data from the benchmarking capability to target specific Efficiency commercial sectors for efficiency program outreach. For example, Program information would be provided to retail customers that puts their electricity use in context of other similar businesses or how comparable businesses are saving based on prior program participation. 2 Home Use the benchmarking capability by neighborhood to identify common Efficiency energy use patterns and solutions identified through completed projects. Program For example, within a particular neighborhood, there are both similar construction types and codes in place at the time of construction. As successful projects are completed through the program, Utilities would provide information on solutions to other customers in the neighborhood. 3 Building e This program targets specific sizes and energy use intensity commercial Tune-up customers. The platform can be used to pre-screen customers for Program eligibility and identify those most likely to benefit based on building type, age, size and energy use intensity. 4 Climate . Climate Wise partners would be provided with a user interface that would Wise present their data and allow them to create their own user groups to share Program data and information. The user interface and custom groups would enable normative comparisons, sharing of best practices and provide a rapid feedback mechanism. This would mobilize existing partners to increase efficiency savings through new projects and considering additional "deep" savings opportunities. Standard Professional Services Agreement- rev03/10 9