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HomeMy WebLinkAboutRFP - 7190 METER DATA MANAGEMENT SYSTEM (2)ADDENDUM No. 1 SPECIFICATIONS AND CONTRACT DOCUMENTS Description of RFP: 7190 - Meter Data Management System OPENING DATE: 1/1/11(Our Clock) 3:00 PM To all prospective bidders under the specifications and contract documents described above, the following changes are hereby made. CHANGE: Terms and Conditions Questions will not be accepted for the terms and conditions. Any exceptions or comments shall be included in the proposal submittal. Please contact Opal Dick, Senior Buyer at (970) 221-6778 with any questions regarding this addendum. RECEIPT OF THIS ADDENDUM MUST BE ACKNOWLEDGED BY A WRITTEN STATEMENT ENCLOSED WITH THE BID/QUOTE STATING THAT THIS ADDENDUM HAS BEEN RECEIVED. Financial Services Purchasing Division 215 N. Mason St. 2nd Floor PO Box 580 Fort Collins, CO 80522 970.221.6775 970.221.6707 fcgov.com/purchasing City of Fort Collins Proposal No. 7190 Representative Terms and Conditions This list of contract requirements is intended to provide an overview of the minimum contract provisions that Fort Collins will include in the Advanced Metering Infrastructure Services Agreement and the Meter Data Management Systems Agreement and the (the “Agreement”) that will be negotiated with the selected Offeror. This summary of terms and conditions will not be binding on the City and the Agreement will contain additional contract terms to provide, among other things, for efficient administration of the contract and to define the rights and responsibilities of the Parties. The City will prepare and submit to the selected Offeror the initial draft of the Agreement. 1.0 Governing Law and Dispute Resolution. The Agreement shall be governed by the laws of the State of Colorado. In the event of a dispute between the parties, the parties will attempt to resolve the dispute informally and may submit the dispute to mediation. The Agreement will not be subject to binding arbitration. The parties will waive the right to a jury trial in the event a dispute is submitted to the judicial process. 2.0 Non-Appropriations. Funds for the Agreement are payable from local appropriations consisting in substantial part of DOE grant proceeds. If sufficient appropriations are not made, the Agreement may be terminated by the City without any obligation to the City other than for payment of completed and accepted work. 3.0 Termination. The Agreement may be terminated for convenience by the City. The Agreement may also be terminated by the City in the event of a Contractor event of default. 4.0 Assignment. The Contractor may not assign or otherwise transfer this Agreement to any third party, whether by operation of law or otherwise, without the prior written consent of the City. 5.0 Indemnification. Contractor shall defend, indemnify, and hold harmless, the City from and against all Losses arising in connection with this Agreement or the Work. The indemnity will survive termination of the Agreement. 6.0 Subcontractors. City acknowledges and agrees that Contractor intends to have portions of the Work accomplished by subcontractors pursuant to written subcontracts between Contractor and its subcontractors. All subcontractors shall be reputable, qualified firms with an established record of successful performance in their respective trades performing identical or substantially similar work. Each subcontractor will be required to comply with the System Security requirements. The Agreement will not create any contractual relationship between any such Subcontractor and the City, nor will it obligate the City to pay or see to the payment of any subcontractor. The work of any subcontractor shall be subject to inspection by City to the same extent as the work of Contractor. 7.0 System Security. In addition to other System Security requirements that are more specifically stated in the Statement of Work, Contractor agrees that all of its, or those of its subcontractors, policies, procedures, personnel, products, and services used to design, build, code, configure, deliver, manage data, integrate, test, deploy, and support the AMI solution and the MDMS shall comply with the currently released and applicable security standards, including but not limited to NIST SP 800 -53 and FIPS 140-2. The System Security components will include, not by way of limitation, media protection, access control, and personnel security. By way of illustration, the personnel security component will require background checks, access agreements, restricted access to the System, and identification procedures. The City will have the right to audit compliance with the System Security requirements, to require remedial action, which may include removal of employees from the Project. 8.0 Licenses. Contractor and its suppliers and subcontractors will grant to the City a nonexclusive, royalty-free license to use all inventions, software, other proprietary rights and specialized knowledge of Contractor which, in each case, form a part of the Work for City’s use to the extent reasonably necessary for the operation, maintenance, repair or alteration of the Project or components thereof in connection with the Project. To the extent Contractor purchases any software, which software is necessary or otherwise desirable for the continued operation of the Project, Contractor shall register City as the licensee of such software with the applicable supplier, subcontractor or owner of the software. 9.0 Warranty. Contractor will warrant that all installation of equipment furnished by Contractor (and any of its subcontractors or suppliers) was performed in a good and workmanlike manner and is free of defects. Contractor will further warrant that the design of the Project meets the requirements of the specifications. 10.0 Confidentiality. Contractor agrees that it shall use the confidential information solely for the purpose of performing its obligations under this Agreement and not in any way detrimental to the City. Except as otherwise provided in the Agreement, Contractor shall keep confidential and not disclose the confidential information. 11.0 Ownership of Material. Ownership of all data, material and documentation, computer source codes, programming information, originated and prepared for the City pursuant to the Work and the Agreement shall belong exclusively to the City, except to the extent that an item may be deemed to be in the intellectual property of the Contractor as determined pursuant to the Agreement. 12.0 Records Retention and Right to Audit. The City shall have the right to audit the books and records of the Contractor. The books and records pertaining to the Agreement and the Work will be maintained by the Contractor for a period of three years. Contractor will also agree to allow the DOE to review and audit books and records pertaining to the Project. 13.0 Independent Contractor Status. Contractor is an independent contractor, and nothing contained in the Agreement shall be construed as constituting any relationship with City other than that of City and independent contractor, except as expressly provided in the Agreement, or as creating any relationship whatsoever between City and Contractor’s employees. Neither Contractor nor any of its employees is or shall be deemed an employee of City. 14.0 Insurance. The Contractor shall provide, at a minimum, the following insurance requirements on terms and conditions acceptable to the City per Exhibit B. Contractor’s Insurer shall be reasonably acceptable to the City. All policies providing coverage hereunder shall contain a provision that no cancellation or material change to any policy shall become effective except upon sixty (60) Days’ Notice thereof to the parties. 15.0 Federal Requirements. 15.1 DOE Requirements. DOE requires specific contract terms for the purpose of making audit, examination, excerpts, and transcriptions. Professional is required to retain all required records for three years after the City makes final payments and all other pending matters are closed. Contractor shall submit all records, data, information and reports to City, required in the Agreement, containing Confidential Information which Contractor does not want disclosed to the public or used by DOE or any other Governmental Authority for any purpose other than in connection with this Agreement and the Project, marked conspicuously with the following notice or with a notice or label of substantially the same effect: “Notice of Restriction on Disclosure and Use of Data The data contained in pages ----of this [designate material] have been submitted in confidence and contain trade secrets or proprietary information, and such data shall be used or disclosed only for evaluation purposes, provided that DOE shall have the right to use or disclose the data here to the extent provided in the DOE Grant Agreement. This restriction does not limit the Federal government’s right to use or disclose data obtained without restriction from any source, including Contractor. 15.1.2 Clean Air Act: Professional will comply with all applicable standards, orders, or requirements issued under section 306 of the Clean Air Act (42 U.S.C. 1857(h)), section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR part 15). 15.1.3 Energy Policy and Conservation Act: Professional will comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94–163, 89 Stat. 871). 15.1.4 Intellectual Property. Contractor may copyright any work that is subject to copyright and is developed by Contractor under the Agreement. DOE reserves a royalty-free, nonexclusive and irrevocable right to reproduce, publish or otherwise use any copyrightable work developed by Contractor under this Agreement for Federal purposes and to authorize others to do so. DOE has the right to: (1) obtain, reproduce, publish or otherwise use the data first produced under this Agreement; and (2) authorize others to receive, reproduce, publish or otherwise use such data for Federal purposes. 15.1.5 Debarment and Suspension. Contractor shall comply with requirements regarding debarment and suspension in Subpart C of 2 C.F.R. parts 180 and 901. 15.1.6 Lobbying Restrictions. Contractor shall comply with the restrictions on lobbying in 31 U.S.C. 1352, as implemented by the DOE at 10 C.F.R. Part 601, and shall submit all disclosures required by Law. In addition, Contractor shall comply with the prohibition in 18 U.S.C. 1913 on the use of Federal funds, absent express Congressional authorization, to pay directly or indirectly for any service, advertisement or other written matter, telephone communication, or other device intended to influence at any time a Member of Congress or official of any government concerning any legislation, Law, policy, appropriation, or ratification. 15.1.7 Officials Not to Benefit. Contractor shall comply with the requirement that no member of Congress shall be admitted to any share or part of this Agreement, or to any benefit arising from it, in accordance with 41 U.S.C. 22. 15.2 Civil Rights Requirements. The following requirements apply to the underlying contract: 15.2.1 Nondiscrimination. In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue. 15.2.2 Equal Employment Opportunity. The following equal employment opportunity requirements apply to the underlying contract: (a) Race, Color, Creed, National Origin, Sex - In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e, and Federal transit laws at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. Parts 60 et seq., (which implement Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42 U.S.C. § 2000e note), and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of the Project. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the Contractor agrees to comply with any implementing requirements DOE may issue. (b) Age. In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § § 623 and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing requirements DOE may issue. (c) Disabilities. In accordance with section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C. § 12112, the Contractor agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition, the Contractor agrees to comply with any implementing requirements DOE may issue. 15.2.3(3) Subcontracts. The Contractor also agrees to include these requirements in each subcontract financed in whole or in part with Federal assistance provided by DOE, modified only if necessary to identify the affected parties. 15.3 Clean Water Act. The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq. The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in turn, report each violation as required to assure notification to DOE and the appropriate EPA Regional Office. 15.4 Cargo Preference Requirements. The contractor agrees: a. to use privately owned United States-Flag commercial vessels to ship at least 50 percent of the gross tonnage (computed separately for dry bulk carriers, dry cargo liners, and tankers) involved, whenever shipping any equipment, material, or commodities pursuant to the underlying contract to the extent such vessels are available at fair and reasonable rates for United States-Flag commercial vessels; b. to furnish within 20 working days following the date of loading for shipments originating within the United States or within 30 working days following the date of leading for shipments originating outside the United States, a legible copy of a rated, "on-board" commercial ocean bill-of -lading in English for each shipment of cargo described in the preceding paragraph to the Division of National Cargo, Office of Market Development, Maritime Administration, Washington, DC 20590 and to the DOE recipient (through the contractor in the case of a subcontractor's bill-of-lading.) c. to include these requirements in all subcontracts issued pursuant to this contract when the subcontract may involve the transport of equipment, material, or commodities by ocean vessel. 15.5 Project Reporting and Information Requirements. Contractor and its personnel shall cooperate with and provide all records, data, information and reports requested by City, in the form and format and within the timeframes requested by City, in order to enable City to comply with the DOE Grant Agreement reporting and information requirements for the Project. In addition to the requirements set forth in the Agreement and in this Schedule, Contractor and its personnel shall comply with the following requirements. Contractor shall also provide City with any backup or additional documentation required by DOE or any other Governmental Authority. 15.5.1 Final Cost Audit. In accordance with Applicable Law and the Federal Assistance Reporting Checklist, DOE F 4600.2, DOE reserves the right under the DOE Grant Agreement to initiate a final incurred cost audit in connection with the City’s Project. Contractor and its personnel shall cooperate with, and make all necessary AMI System and Contractor cost data and documents available to City and/or to any representative of DOE or any other Governmental Authority for purposes of such audit. 15.5.2 Job Creation and Retention Reporting. Contractor shall provide City with all AMI System and Contractor information, in the format and within the timeframe, requested by City to enable City to complete and timely submit to DOE reports, information and data regarding City’s Project job creation and retention, including without limitation, monthly and/or quarterly cumulative and/or current reports, as applicable, on AMI System and Contractor Services jobs created and retained at the “contractor” or “Contractor” level by Contractor, as required for City to comply with the Federal Assistance Reporting Checklist, DOE F 4600.2 and the ARRA Section 1512 reporting requirements under the DOE Grant Agreement. 15.5.3 Final Close-Out Report. Contractor shall provide City with all AMI System and Contractor information, in the format and within the timeframe, requested by City to enable City to complete and timely submit to DOE reports, information and data at the end of the DOE Grant Agreement performance period regarding Project completion. Contractor will complete a final close-out report which shall include such information and detail as City, DOE or any other Governmental Authority shall request regarding the Project and Contractor services. If the AMI System and the Contractor services are completed or terminated prior to Project completion, Contractor shall provide City with a final report of the AMI System and the Contractor services through the date of termination of this Agreement. 15.6 American Recovery and Reinvestment Act of 2009. The following provisions of ARRA shall apply: BUY AMERICAN 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 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–1B 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. 16.0 Force Majeure. The Parties will not be in default or otherwise liable for any delay in or failure of its performance under the Agreement if such delay or failure arises due to any act of God, any acts of the common enemy, the elements, earthquakes, floods, fires, epidemics, riots, failures or delay in transportation or communications; provided, however, that lack of funds shall not be deemed to be a reason beyond a party’s reasonable control. The Parties will promptly inform and consult with each other as to any of the above causes, which in their judgment may or could be the cause of a delay in the performance of the Agreement. 17.0 Prohibition Against Employing Illegal Aliens. Contractor will comply with Section 8-17.5-101, C.R.S., et. seq., requiring, among other things, that Contractor will not knowingly employ or contract with an illegal alien who will perform work under the Agreement. Contractor 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 the Agreement. 18.0 Liquidated Damages. In the event Contractor fails to achieve substantial completion of the Work in accordance with the Work Schedule and the Agreement, liquidated damages will be assessed in an amount that is customary and reasonable given the nature of the Project. 19.0 Default. Contractor shall be in default of its obligations pursuant to the Agreement if Contractor becomes insolvent, generally does not pay its debts as they become due, admits in writing its inability to pay its debts, or makes a general assignment for the benefit of creditors; Contractor fails to perform any material provision of the Agreement and such failure continues for thirty (30) day. 20.0 Remedies for Default. If a Contractor Event of Default occurs the City may terminate the Agreement and Contractor shall be liable to the City for the reasonable and direct costs of completing the Work, including compensation for obtaining a replacement contractor. The Parties will expressly waive the right to recover and indirect, consequential or special damages. 21.0 No Liens. Contractor shall not directly or indirectly create, incur, assume, or suffer to be created by it or any Subcontractor, employee, laborer, materialman, or other supplier of goods or services any Encumbrances on the Work or the Equipment. 22.0 Changes to the Work. Changes to the Work shall only be valid if accomplished pursuant to a Change Order. 23.0 Suspension of Work. The City may suspend performance of the Work at any time for its convenience by giving five (5) Business Days’ advance notice thereof to the Contractor. 24.0 Commencement and Scheduling of the Work. Contractor shall commence the Work upon the receipt from the City of a notice to proceed. The Contractor shall prepare a monthly progress report including any requested updates to the Work schedule and submit it to the City within fourteen (14) days after the end of each calendar month. In addition, Contractor shall keep, and furnish to City at City’s request, such information as City may reasonably require demonstrating that the Work is progressing according to the milestones in the Work schedule and for the purpose of confirming that invoice payments are due and owing under the Agreement. 25.0 Representatives. Contractor shall designate a Contractor’s project manager who shall have full responsibility for the management of the Work and shall act as a single point of contact in all matters on behalf of Contractor. The City shall designate a City representative, who shall act as the single point of contact on behalf of the City with respect to the prosecution and scheduling of the Work and any issues relating to the Agreement. 26.0 Survival of Obligations. The provisions of the Agreement which expressly or by their nature are intended to survive the termination, cancellation, completion or expiration of the Agreement, shall continue as valid and enforceable obligations of the respective Party, notwithstanding any such termination, cancellation, completion or expiration. EXHIBIT B INSURANCE REQUIREMENTS 1. The Service Provider will provide, from insurance companies acceptable to the City, the insurance coverage designated hereinafter and pay all costs. Before commencing work under this bid, the Service Provider shall furnish the City with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies, and containing substantially the following statement: "The insurance evidenced by this Certificate will not be cancelled or materially altered, except after ten (10) days written notice has been received by the City of Fort Collins." In case of the breach of any provision of the Insurance Requirements, the City, at its option, may take out and maintain, at the expense of the Service Provider, such insurance as the City may deem proper and may deduct the cost of such insurance from any monies which may be due or become due the Service Provider under this Agreement. The City, its officers, agents and employees shall be named as additional insureds on the Service Provider's general liability and automobile liability insurance policies for any claims arising out of work performed under this Agreement. 2. Insurance coverages shall be as follows: A. Workers' Compensation & Employer's Liability. The Service Provider shall maintain during the life of this Agreement for all of the Service Provider's employees engaged in work performed under this agreement: 1. Workers' Compensation insurance with statutory limits as required by Colorado law. 2. Employer's Liability insurance with limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee. B. Commercial General & Vehicle Liability. The Service Provider shall maintain during the life of this Agreement such commercial general liability and automobile liability insurance as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of work under this Agreement. Coverage for property damage shall be on a "broad form" basis. The amount of insurance for each coverage, Commercial General and Vehicle, shall not be less than $1,000,000 combined single limits for bodily injury and property damage. In the event any work is performed by a subcontractor, the Service Provider shall be responsible for any liability directly or indirectly arising out of the work performed under this Agreement by a subcontractor, which liability is not covered by the subcontractor's insurance.