HomeMy WebLinkAbout507582 ACLARA TECHNOLOGIES LLC - CONTRACT - RFP - 7328 DEMAND RESPONSE SOLUTION & 7329 CUSTOMER WEBAclara-Fort Collins
MASTER SERVICES AGREEMENT
This Master Services Agreement (the "Agreement"), effective the 17'h day of
September, 2012 ("Effective Date") is between Aclara Technologies LLC with its principal
place of business at 945 Hornet Drive, Hazelwood, MO 63042 ("Contractor" or "Aclara") and the
City of Fort Collins having its principal place of business at 215 North Mason Street, Fort
Collins, Colorado 80524 ("City").
RECITALS
1. The City is developing an Advance Metering Infrastructure ("AMI System") to
connect its customers' electric and water meters to an integrated communication network.
2. The City wishes to incorporate web portal and demand response capabilities into
the AMI system (the "Project' or "Advanced Meter Fort Collins (AMFC)").
3. On January 27, 2012, the City issued its request for proposal for the Demand
Response Solution Project as RFP No. 7328 (the "Demand Response RFP").
4. Contractor responded to the RFP with a proposal dated March 12, 2012 (the
"Demand Response Proposal").
5. On January 27, 2012, the City issued its request for proposal for the Customer
Web Portal Technology Project as RFP No. 7329 (the "RFP").
6. Contractor responded to the RFP with a proposal dated March 12, 2012 (the
"Web Portal Proposal").
7. Based on Contractor's Proposals, the City has approved the award of a contract
to Contractor under the terms and conditions of this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual agreements herein contained and
other good and valuable consideration, receipt of which is acknowledged, the parties hereto
agree as follows:
1. DEFINITIONS AND RULES OF INTERPRETATION
Statement of Work shall mean the contracted scope of services as defined in Exhibit A
attached hereto.
Documentation shall mean descriptions and specifications associated with; (1) where used, the
functional requirements of the licensed applications (including, but not limited to, Demand
Response Management System, Demand Response Portal, Web Portal, mobile applications,
integration adapters, customer premise device, etc.), (2) data definition and flow between the
licensed applications and other enterprise applications in the form of integration specifications,
(3) existing or new enterprise application software functional descriptions and application
interface capabilities to be interfaced with the licensed applications in the form of configuration
workbooks and (4) automated metering infrastructure, information technology architecture and
Aclara-Fort Collins
To: City of Fort Collins
Attention: City Clerk
PO Box 580
Fort Collins, CO 80522
With copies to:
City of Fort Collins Purchasing
PO Box 580
Fort Collins, CO 80522
City of Fort Collins Utilities
Attention: Dennis Sumner
PO Box 580
Fort Collins, CO 80522
970-221-6718
dsumner@fcgov.com
A notice shall be effective when received as shown on the delivery receipt. A party may change
its designated representative or address by giving notice to the other as provided above
16. GENERAL PROVISIONS
a. The laws of the State of Colorado shall govern the validity, interpretation and
enforcement of this Agreement. Assignment may be made only with the written consent
of both parties; provided, however, that Contractor may assign to its affiliate without
consent, but with concurrent notice to the City. Venue for the resolution of any dispute
requiring court action shall be in U.S. Federal Court or state courts as appropriate in the
state of Colorado.
b. The City represents and warrants that the Work covered by this Agreement shall not be
used in or in connection with a nuclear facility or application.
c. The price(s) and time schedule(s) set forth herein are based on applicable laws, rules,
regulations, orders or requirements of governmental authorities and other applicable
codes and standards effective on the Effective Date of this Agreement. Any change to
any law, rule, regulation, order, code, standard or requirement (including any changes in
application or interpretation thereof) which requires any change or addition to the work
hereunder shall entitle Contractor to an equitable adjustment in the Agreement price(s)
and time schedule(s).
d. Contractor agrees to provide a mutually agreed upon third party independent auditor
with reasonable access to its documents, papers, and records for work performed under
this Agreement on a time and materials basis for the purpose of audit, examination,
excerpts, and transcriptions necessary to establish Contractor's compliance with this
Agreement. Audit rights shall not be given for work performed on a fixed price basis, nor
will any audit rights be given to Contractor's financial statements.
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e. Contractor shall retain all records for the greater of three years after the termination or
expiration of this Agreement or for so long as such records pertain to any disputes or
other pending matters, whichever is greater.
The parties shall make a diligent, good faith attempt to resolve by negotiation all
disputes arising out of or in connection with this Agreement. If such negotiation is
unsuccessful within a period of forty-five (45) days, the parties shall make a diligent,
good -faith attempt to settle the dispute by mediation. If such mediation is unsuccessful
within a reasonable period of time, either party may submit any unresolved dispute to
binding arbitration in accordance with the Commercial Arbitration Rules of the American
Arbitration Association. Any such mediation or arbitration shall be conducted in Denver,
Colorado by the Regional Office of the American Arbitration Association. Any award
shall be final and binding, and may be entered into a court of competent jurisdiction for
enforcement. To the extent reasonably practicable, and if mutually agreed by
Contractor and the City, Contractor shall continue performance under this Contract while
matters in dispute are being resolved.
g. No action or failure to act by the City or Contractor shall constitute a waiver of any right
or duty afforded any of them under the Agreement, nor shall any such action or failure to
act constitute an approval of or acquiescence in any breach there under, except as may
be specifically agreed in writing.
h. Subject to Section 15(c) herein, Contractor shall at all times comply with all applicable
DOE regulations, policies, procedures and directives set forth in Section 17 below.
17. REQUIRED FEDERAL PROVISIONS
17.1 DOE Requirements.
17.1.1 DOE requires specific contract terms for the purpose of making audit,
examination, excerpts, and transcriptions. Contractor 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 the 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.
17.1.2 Clean Air Act: Contractor 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
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the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and Environmental Protection
Agency regulations (40 CFR part 15).
17.1.3 Energy Policy and Conservation Act: Contractor 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).
17.1.5. Intellectual Property. City acknowledges and agrees that Contractor is only
licensing its proprietary hosted software for this Project and is not performing work under this
Agreement on a work made for hire basis. Therefore, all rights, title and interest in and to
Contractor's intellectual property shall remain with Contractor and shall not be subject to the
provisions of this Section 17.1.5. Should Contractor copyright any work that is subject to
copyright and is developed by Contractor for the City on a work for hire basis under the
Agreement, to the extent specifically permitted under Applicable Law, 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.
17.1.5 Debarment and Suspension. Contractor shall comply with requirements regarding
debarment and suspension in Subpart C of 2 C.F.R. parts 180 and 901.
17.1.6 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.
17.1.7 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.
17.1.8 Civil Rights Requirements. The following requirements apply to the underlying
contract:
17.1.8.1 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 DOE may
issue.
17.1.8.2 Equal Employment Opportunity. The following equal employment
opportunity requirements apply to the underlying contract:
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(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 sec.,
(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) Acme. 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.
17.1.8.3 Subcontracts. The Contractor also agrees to include the applicable
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, through Contractor's
commercially reasonable efforts. In the event a subcontractor does not agree to include such
provisions in its agreement with Contractor, Contractor will promptly notify the City. Contractor
and City shall mutually determine whether it is acceptable to exclude such provisions from the
subcontract agreement. City's agreement to such exclusion will not be unreasonably withheld.
17.2 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 sue. The Contractor agrees to report each violation to the City and understands
and agrees that the City will, in turn, report each violation as required to assure notification to
DOE and the appropriate EPA Regional Office.
17.3 Cargo Preference Requirements. Contractor is providing its proprietary hosted
software solution for this project and will not be shipping equipment, material or commodities by
ocean vessel. In the event Contractor determines that it will be shipping equipment, material or
commodities by ocean vessel, and to the extent required under the ARRA or other Applicable
Law for this Project, 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,
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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.);
and 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. In the event a subcontractor does not agree to include such provisions in its agreement
with Contractor, Contractor will promptly notify the City. Contractor and City shall mutually
determine whether it is acceptable to exclude such provisions from the subcontract agreement.
City's agreement to such exclusion will not be unreasonably withheld.
17.4 Project Reporting and Information Requirements. As may be reasonably requested by
the City, Contractor and its personnel shall reasonably cooperate with and provide records,
data, information and reports requested by the City, in the form and format and within the
timeframes requested by the City, in order to enable the City to comply with the DOE Grant
Agreement reporting and information requirements for the Project. Contractor shall also provide
the City with any backup or additional documentation required by DOE or any other
Governmental Authority. Contractor's support under this Section 16.4 shall be provided at
Contractor's then current time and material rates. Contractor will, however, provide the City with
labor categories and hours expended in those categories at no cost to the City.
17.4.1 Final Cost Audit. To the extent Contractor performs work on a time and materials
(or cost type) basis, and 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 to establish Contractor's compliance with this Agreement.
Contractor and its personnel shall cooperate with, and make all necessary AMI System and
Contractor cost data and documents available to the City and/or to any representative of DOE
or any other Governmental Authority for purposes of such audit. This provision shall not apply to
and audit rights will not be provided for work performed by Contractor on a fixed price basis. In
no event will audit rights be given to Contractor's financial statements.
17.4.2 Job Creation and Retention Reporting. As may be reasonably requested by the
City, Contractor shall provide the City with all AMI System and Contractor information, in the
format and within the timeframe, requested by the City to enable the City to complete and timely
submit to DOE reports, information and data regarding the 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 the 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. Contractor's support under this Section 17.4.2
shall be provided at Contractor's then current time and material rates. Contractor will, however,
provide the City with labor categories and hours expended in those categories at no cost to the
City.
17.4.3 Final Close -Out Report. As may be reasonably requested by the City, Contractor
shall provide the City with all AMI System and Contractor information, in the format and within
the timeframe, requested by the City to enable the City to complete and timely submit to DOE
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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 the City, DOE or any other Governmental Authority shall
request regarding the Project and Contractor services. If the AM] System and the Contractor
services are completed or terminated prior to Project completion, Contractor shall provide the
City with a final report of the AMI System and the Contractor services through the date of
termination of this Agreement.
17.5. No Obligation by the Federal Government. The City and Contractor acknowledge and
agree that, notwithstanding any concurrence by the Federal Government in or approval of the
solicitation or award of the underlying contract, absent the express written consent by the
Federal Government, the Federal Government is not a party to this contract and shall not be
subject to any obligations or liabilities to the Purchaser, Contractor, or any other party (whether
or not a party to that contract) pertaining to any matter resulting from the underlying contract.
The Contractor agrees to use commercially reasonable efforts to include the above clause in
each subcontract financed in whole or in part with Federal assistance provided by DOE. It is
further agreed that the clause shall not be modified, except to identify the subcontractor who will
be subject to its provisions. In the event a subcontractor does not agree to include such
provision in its agreement with Contractor, Contractor shall promptly notify the City. Contractor
and City shall mutually determine whether it is acceptable to exclude such provisions from the
subcontract agreement. City's agreement to such exclusion will not be unreasonably withheld.
17.6. Federal Changes. Subject to Pricing and Time Schedule as provided below, Contractor
shall at all times comply with all applicable DOE regulations, policies, procedures and directives,
listed in this Section 17.
17.7 Pricing and Time Schedule: The price(s) and time schedule(s) set forth herein are based
on applicable laws, rules, regulations, orders or requirements of governmental authorities and
other applicable codes and standards effective on this Agreement's Effective Date. Any change
to any law, rule, regulation, order, code, standard or requirement (including any changes in
application or interpretation thereof) which requires any change or addition to the work
hereunder shall entitle Contractor to an equitable adjustment in the Agreement price(s) and time
schedule(s).
17.8 American Recovery and Reinvestment Act of 2009. The following provisions of ARRA
shall apply:
17.8.1 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:
17.8.1.2 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.
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17.8.1.3 ARRA TITLE XVI—GENERAL PROVISIONS. Contractor will comply, if and to
the extent applicable, with the following:
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.
ECONOMIC STABILIZATION CONTRACTING
Both parties understand that this Agreement is funded through ARRA Funding and not through
TARP Funding. To the extent applicable, Contractor agrees to comply with the provision set
forth below:
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
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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.
18 MISCELLANEOUS
18.1 Severability. The invalidity or unenforceability of any portion or provision of this
Agreement shall in no way affect the validity or enforceability of any other portion or provision
hereof. Any invalid or unenforceable portion or provision shall be deemed severed from this
Agreement and the balance of this Agreement shall be construed and enforced as if this
Agreement did not contain such invalid or unenforceable portion or provision. If any such
provision of this Agreement is declared invalid, the parties shall promptly negotiate in good faith
new provisions to eliminate such invalidity and to restore this Agreement as near as possible to
its original intent and effect.
18.2 Survival of Termination. The provisions of this Agreement which expressly or by their
nature are intended to survive the termination, cancellation, completion or expiration of this
Agreement, shall continue as valid and enforceable obligations of the respective party,
notwithstanding any such termination, cancellation, completion or expiration. These provisions
include, without limitation, Limitation of Liability and Damages, Confidentiality, Indemnification,
Governing Law, and Compliance with Applicable Laws,
18.3 Amendments. No change, amendment or modification of this Agreement shall be valid
or binding upon the parties hereto unless such change, amendment or modification is in writing
and duly executed by both parties. No oral or written amendment or modification of this
Agreement by any officer, agent, member, manager or employee of Contractor or the City,
either before or after execution of this Agreement, shall be of any force or effect unless such
amendment or modification is in writing and is signed by a duly authorized representative of the
party to be bound thereby.
18.4 No Waiver. A party's waiver of any default, breach or failure to enforce any of the terms,
covenants, conditions or other provisions of this Agreement at any time shall not in any way
affect, limit, modify or waive that party's right thereafter to enforce or compel strict compliance
with every term, covenant, condition or other provision hereof, any course of dealing or custom
of the trade notwithstanding. All waivers must be in writing and signed on behalf of the City and
Contractor.
18.5 Further Assurances. The City and Contractor will each use commercially reasonable
efforts to implement the provisions of this Agreement, and for such purpose each, at the
reasonable request of the other, will, without further consideration, promptly execute and deliver
or cause to be executed and delivered to the other such assistance (including in connection with
any financing involving the Project by either party), or assignments, consents or other
instruments in addition to those required by this Agreement, in form and substance satisfactory
to the other, as may reasonably be necessary or desirable to implement any provision of this
Agreement.
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18.6 Entire Agreement. This Agreement, (which includes all Exhibits hereto and any other
documents specifically incorporated therein by reference), supersedes any other agreements,
whether written or oral, that may have been made or entered into between the City and
Contractor or by any office or officer of such party relating to the Project or the Work. This
Agreement and the Exhibits attached hereto constitute the entire agreement between the
parties with respect to the Work, and there are no other agreements or commitments between
the parties with respect to the Project and the Work except as set forth herein.
18.7 Effectiveness of Agreement; Signature in Counterparts. This Agreement may be
executed in any number of counterparts, and any party hereto may execute any such
counterpart, each of which when executed and delivered shall be deemed to be an original and
all of which counterparts taken together shall constitute but one and the same instrument. This
Agreement shall become effective when each party has received a counterpart by facsimile or
electronic mail hereof signed by the other party. The parties agree that the delivery of this
Agreement may be affected by means of an exchange of facsimile or emailed signatures with
original copies to follow by mail or courier service.
18.8 No Third Party Beneficiaries. The provisions of this Agreement are intended for the sole
benefit of the City and Contractor and there are no third -party beneficiaries.
18.9 Appropriation of Funds. Funds for this 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 for its convenience in accordance with Section
5.3, Early Termination by City.
18.10. Non -Solicitation. Neither party shall solicit of hire, in any capacity whatsoever, any of the
other party's employees materially participating in this Project during the term of this Agreement
and for a period of six (6) months from the termination hereof, without the express written
consent of the other party.
18.11 Order of Precedence. In the event of any ambiguity, inconsistency, of conflict arising
under this Agreement, the following order of precedence shall apply:
A. The provisions set forth in this Agreement
B. The provisions set forth in the Exhibits, in the order listed in Section 19 below.
C. Contractor's Best and Final Offer Materials dated May 14, 2012
D. Contractor's Proposal in response to City request for proposal dated March 9, 2012.
19 EXHIBITS
The following Exhibits are attached and incorporated herein and are made a part of this
contractual understanding:
A. Statement of Work
B. Software License Agreement
C. Maintenance Agreement
D. Price and Payment Schedule
E. Project Delivery Schedule
F. Confidentiality
G. Demand Response Services and Devices
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H. Technology Road Map
H.1 Web Portal
H.2 Demand Response Management Systems
I. Identification of Non -City Personnel Accessing Fort Collins
J. AMFC Expense Guidelines City Facilities
K. Fort Collins Building Access Policy
L. Fort Collins VPN Access Policy
M. Best and Final Offer dated 05/14/2012
N. Aclara's Proposal dated 03/09/2012.
O. Change Order Procedure
[Signature Page to follow]
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communications network documentation, as deemed necessary by Contractor to support the
configuration, integration and deployment of licensed applications.
2. RESPONSIBILITIES OF THE CONTRACTOR
2.1 Performance of the Work. Subject to the terms and conditions set forth in this
Agreement, the work to be performed by Contractor includes the licensing of software and
provision of services relating to the Project as identified in Exhibits A through O (collectively,
the 'Work"). Changes to the Work shall be made in accordance with the change order criteria
and change control plan as defined in Exhibit O, Change Order Procedure. The Work and the
related Documentation as referenced herein or attached hereto constitute the entire scope of
supply of software products and related services to be covered by this Agreement. When
Contractor furnishes professional services which require use of City's computer system, City
agrees to make it available during Contractor's scheduled working hours and for reasonable
time increments at no charge to Contractor, subject to the confidentiality requirements of this
Agreement.
2.2 Compliance with Applicable Laws. Contractor shall comply, and cause its subcontractors
to comply, with all applicable federal, state and local laws and regulations relating to the
performance of the Work.
2.2.1. Required Federal Provisions. Without limiting the generality of any other section of
this Agreement, Contractor shall comply with all applicable requirements of the clauses set forth
in the Federal Provisions listed in section 17 below, in effect on this Agreement's Effective Date.
2.3 Personnel Supplied by Contractor. Contractor will provide the City with personnel to
perform the professional services set forth in the Statement of Work. However, Contractor may
allocate its personnel as it deems appropriate or necessary and may have Contractor personnel
who have furnished professional services to the City furnish the same type of professional
services for any other customer of Contractor.
2.3.1 Contractor's Project Manager. Contractor shall designate a 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 the Contractor. Contractor may designate a new Project
Manager from time to time by a Notice delivered to the City.
2.3.2 Key Project Personnel: Named Key Project Personnel will include the position of
the Project Manager. It is recognized that this Key Project Personnel will play a critical role
creating and integrating Aclara deliverables with the City and as such both Aclara and the City
will have a significant interest and investment in this person for the mutual success of this
contract.
2.3.3 Retention of Key Proiect Personnel. Contractor shall use commercially
reasonable efforts to ensure that Key Project Personnel are assigned to the Project for its
duration. Contractor shall notify City of intended changes to named project personnel a
minimum of 30 business days in advance. Unless a Key Project Personnel is terminating its
employment with Contractor, or Contractor is terminating a Key Project Personnel's
employment, City shall have the reasonable right to influence any decision to change Key
Project Personnel including the decision to retain Key Project Personnel for the Project. The
retention of the Key Personnel shall be subject to Contractor's consent, which shall not be
unreasonably withheld.
Aclara-Fort Collins
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly
authorized representatives on the dates set forth below.
CITY OF FORT COLLI , CO ORADO
By:
Da ' ./Atteberry, City a ger
Date: � g! l 71l -�,-
James 'O'Neill, FNIGP, CPPO �—
Director of Purchasing and Risk Management
Date: `� I i --7 1
i I
ATTEST:
City Clerk
ACLARA TECHNOLOGIES LLC
By:2eZ-
Name: Bradley S. Kitterman
Title: President
Date: September 17, 2012
ATTEST:
Operations and Finance
Fol?r C .
SEAL
APPROV T;RM:
Assistan ity AtboNey
19
WACLARA
Aclara Technologies of ESCO
Exhibit A
Statement of Work
Project Name: Advanced Meter Fort Collins Customer Web Portal and Demand Response Management
System Implementation
This Statement of Work and the terms and conditions of the Master Services Agreement to which this
Statement of Work is attached as Exhibit A, having an Effective Date of September 17, 2012, describe
the Services to be provided to City in support of the Project at the rates listed in Exhibit 2 attached to this
Statement of Work, as authorized by City by signing this Statement of Work.
Statement of Work (SOW)
Aclara will implement and personalize private label versions of the Software for City's customers and
customer service personnel (the "Private Label Sites") and Aclara Demand Response Management
System powered by Calico (DRMS). In the appropriate sections of the City Site to be determined by City
and Aclara, City will provide annotated links to the customer self-service version of the Private Label Sites
(the "Self -Service Site'). Aclara will provide links from various places within the Self -Service Site to
locations on the City site to be determined by City. The implementation covers only the current service
territories as specified in Exhibit 1.
This SOW includes the following Exhibits which are incorporated herein by reference:
• Exhibit 1 — Project Definition
• Exhibit 2 — Rates
1. Project Approach
City requires Aclara Services for the duration of the Project. The Aclara Personnel assigned to this
Project will assist in the implementation of the Aclara Software and assist City in gaining a better
understanding of the Aclara Software applications.
The scope of the Project is set forth in the attached Exhibit 1, attached to this Statement of Work. Exhibit
1 also includes certain Responsibilities and Assumptions and associated delivery dates that are the
responsibility of City. In addition to the tasks specified in Exhibit 1 hereto, City agrees to provide
appropriate Project resources, including but not limited to data, information, and appropriate and
cooperative personnel, to facilitate the performance of the Services. City shall designate Project
Managers to work with the Aclara Personnel to facilitate the provision of the Services. It is mutually
understood that business requirements, resources and dates may change.
The Project is estimated to start on October 2, 2012 and has a projected completion date of September
30, 2013. The Aclara Personnel will work on the Project during this time, and provide support as
specified by the scope of work.
2. Assumptions and Responsibilities
Project Assumptions and Responsibilities are set forth in Exhibit 1. Should City fail to fulfill those that are
applicable to City, the estimated fees, timeline and scope are all subject to change.
3. Changes
Changes to the SOW shall be subject to mutual written agreement of the parties and shall be made in
accordance with Exhibit O to the Master Services Agreement to which this Statement of Work is attached.
Aclara shall not commence work on any such change unless and until the change has been agreed to in
writing by both parties.
Consumer Engagement SOW 1 Confidential
l -AC-LARA
Aclara Technologies of ESCO
IN WITNESS WHEREOF, the parties have so agreed as of the date written above.
CITY OF FORT COLLINS, LORADO
.• ,�
Darin A. Atteberry, City Manager
Sc
Date:
James O'Neill, FNIGP, CPPO
Director of Purchasing and Risk Management
Date:
A`TTEST: / APPRO D AS TiOF ORM:
yyy
City Clerk Assist City ttorney
ACLARA TECHNOLOGIES LLC
By: &
Name: Bradley S. Kitterman
Title: President
Date: September 17, 2012
ATTEST-
" , Operations and Finance
Exhibit 1 = Project Definition
Exhibit 2 = Rate Schedule
Consumer Engagement SOW 2 Confidential
i� ACLARA
Aclara Technologies of ESCO
Exhibit 1
to
Statement of Work
Project Definition
This Exhibit 1 to the Statement of Work (SOW) addresses the Implementation Services required of the
Project. It is mutually understood that business requirements, resources and dates may change subject
to the applicable terms of this SOW and that any such material change requested by City or as a result of
City inability to provide agreed upon resources and to perform its other responsibilities set forth herein or
the result of City errors or omissions may result in a Change Order in accordance with the Change Order
Procedure as defined in Exhibit O to the Master Services Agreement.
It is understood by Aclara and the City that any material changes to scope, will be addressed through a
formal change order process. Material changes are those which specifically will impact budget, scope,
timeline or resources.
1. Project Scope
The implementation covers the Service Territory defined in the Software License Agreement, attached as
Exhibit B to the Master Services Agreement.
1.1. Modules and Processes
The Modules checked below are those that are included in the Project Scope. This SOW assumes all
Modules and Processes will be implemented according to the Project Timeline in Section 3. If City
chooses to delay implementation of some of the Modules or Processes, there may be an additional
charge.
Module Included
Self Service
Contact Center/Utility
Operated
Residential
Small & Medium
Commercial
Residential
Small &
Medium
Commercial
Bill Analysis
Dashboard
X
X
Bill Analysis
X
X
Detailed Usage Change
Analysis
X
X
Not
applicable
Bill History
X
X
AMI Data Presentment
AMI Data Presentment
X
X
Rate Comparison
X
X
Bill to Date
X
X
Demand Response Management System (DBMS)
DBMS Command and
Control
X
X
DBMS Insight
X
X
Consumer Engagement SOW 3 Confidential
Ilk ACLARA
Module Included
Self Service
Contact Center/Utility
Operated
Residential
Small & Medium
Residential
Small &
Commercial
Medium
Commercial
DBMS Mobile
X
X
DBMS Consumer
X
X
-Engagement
Module Included
Residential
Small &
Medium
Commercial
Energy & Water Analysis
Energy Advisor
X
X
Customer Insights
X
Not
applicable
Community Builder
X
Water Advisor
X
Carbon Advisor
X
Solar Advisor
X
Program Support Module
Included
Dynamic Promotions
X
Enrollment
Dynamic Pricing Rates
X
Email Campaigns
Goals & Alerts Module
Included
Bill -to -date and Threshold alerts
X
Pricing Alerts
X
Demand Response Alerts
X
Other Modules Module
Included
Web Data Services
X
Mobile Presentment
CSR access to Self Service
Modules
X
X
Large C&I Dashboard
1.2. Integration Points
The integration points outlined below are those that are included in the Project Scope. This SOW
assumes all integration points will be implemented at the same time, and will go live according to the
Project Timeline in Section 3. If City chooses to delay implementation of some of the integration points,
Consumer Engagement SOW 4 Confidential
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Aclara Technologies of ESCO
there may be an additional charge. Separate Web Presentment (Web) and DRMS integrations are
required where listed below. In instances where City is responsible for developing the integration, Aclara
will provide support and consulting.
Integration Point
Description
Integration
Frequency
Responsible
Related
Format
Modules
City web site
City will provide an
iFrame
Real
City &
All Consumer
and Self
iFrame for purposes of
Time
Aclara
Engagement
Service.
seamlessly integration the
modules
Self Service application
into the Cit 's web site.
City
City will provide an
Security
Real
City
All, including
authentication
integration with their
Token
Time
Mobile
solution to
existing account
Presentment
Consumer
authentication provider,
Engagement/D
on a single user/single
RMS and
account relationship, for
Mobile
authentication of users
Presentment
entering the Aclara
modules
applications. City will
also provide.
authenticated access to
their existing View Bill
and Pay Bill functionality
from the Aclara
applications.
Customer
City will provide up to
XML
Real
City
All Consumer
billing data to
twenty-four (24) months
Time
Engagement
Consumer
of customer billing, bill
Engagement
cycle, and usage data.
Customer
City will provide up to
XML
Real
City
DRMS
billing data to
twenty-four (24) months
Time
Command
DRMS
of customer billing, bill
and Control
c cle, and usa a data
Customer
City will provide an
XML
Real
License
DRMS
Information to
integration with the CIS
Time
Command
DRMS
for Aclara to pass new
and Control
and updated customer
updates
Interval data to
City will provide up to
XML
Real
City
AMI
Consumer
twenty-four (24) months
Time
Presentment,
Engagement
of interval usage data to
Rate
Aclara's Web
Comparison,
applications.
Bill to Date,
Solar Advisor
Interval data to
City will provide an
Bulk File
Daily
License
DRMS
DRMS
integration with their
Transfer
Batch
Command
Meter Data Management
and Control
System to facilitate the
passage of high volumes
of meter interval data.
Outage
City will provide an
XML
Real
License
Mobile
Management
integration with their
Time
Presentment
System data to
Outage Management
System
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_AC_ LARA
Aclara Technologies of ESCO
Integration Point
Description
Integration
Frequency
Responsible
Related
Format
Modules
Mobile platform
AMI
City will provides two
XML
Real
City
DBMS
way communication to
using
Time
Command
the AMI (Elster EA_MS)
two-way
and Control
to Meter Connected
Web
HAN devices and meter
Services
activity
Event data
City will provide
Batch;
Daily, as
City
AMI
(price -based)
notification of events for
CSV
required
Presentment,
purposes of supporting
Rate
event -based rates.
Comparison,
Bill to Date
Customer
Aclara will provide a
Batch
Monthly
Aclara
Energy/Water
profile data
data extracts in the
file
Advisor,
standard Aclara format
Calculators,
containing any
Bill Analysis
customer -entered profile
data collected in the
application.
Home Area
Aclara will provide two-
XML
Real
Aclara
DRMS
Network (HAN)
way communication with
using
Time
Command
HAN gateways/ devices
two-way
and Control,
via a secure non-AMI
Web
Mobile DRMS
Internet connection
Services
Building
Aclara will provide two-
Inbound
Real
City
DRMS
Management
way communication to
/
Time
Command
Systems
Building Management
Outboun
and Control
Systems using the
d Web
OpenADR protocol to
Services
share DR Events,
(OpenA
Pricing and Status via a
DR
secure non-AMI Internet
Complia
connection
nt
Alerts
A batch file will be
Batch
Daily
Aclara &
Alerts
Enrollment
generated on a nightly
file
City
Data
basis to an FTP site with
enrollment information in
Aclara's standard
format.
Account Data
City will provide Aclara
Batch
Daily
City
Alerts
with a batch file on a
file
nightly basis to an FTP
site containing updates
to email addresses and
other user account data
in Aclara's standard
format.
Alerts output
City will provide Aclara
Batch
Daily
City
Alerts
with a batch file on a
file
nightly basis to an FTP
site containing relevant
AMI data in Aclara's
standard format.
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1.3. Development Scope
No Modifications to core code will be made under this SOW
Any data cleansing or data cleanup is wholly the responsibility of City.
Any migration activities are wholly the responsibility of City.
Any systems integration activities required to integrate DRMS with City's legacy systems are wholly the
responsibility of the City.
1.4. Out of Scope Areas
In the event City requires Services on any of the out of scope areas, Aclara could provide such services
as additional services through a separate SOW.
2. Project Approach
2.1. Assessment and Planning
This phase includes team introductions, a review of key documents (project schedule and configuration
workbooks) and goals and objectives review. Aclara will confirm the project scope, define the project
team organization and develop the communication plan.
2.2. Requirements Gathering and Workbook Completion
The requirements gathering phase is characterized by group and individual discussions, during which the
Aclara team gains a detailed understanding of the City's business requirements through the use of
workbooks and Use Case documents. This phase also includes the development of a rollout plan and
completion of the product workbook(s), which describe the components of the applications that can be
configured by City, and provide a mechanism for City to configure the applications to meet their business
requirements. Also during this phase the DRMS solution design is completed including the system and
data configuration, and the definition of the DRMS functional test plans. City will be responsible for
providing comprehensive and timely review and approval of documentation supplied by Aclara prior to
commencement of the Implementation and Configuration Phase of the project.
Specific to the DRMS, Aclara will conduct the following steps:
2.2.1. Aclara will conduct a walk-through of the DRMS including a review of the City requirements as
they map to the standard DRMS Use Cases.
2.2.2. Aclara will facilitate a walk-through of the DRMS API including documentation review and
message and field level discussion and verification with the City integration team and/or 3rd party
vendors and integrators.
2.2.3. Aclara will document the results of the system review including any risk or issues that need to be
addressed that are discovered during the process.
2.2.4. Aclara will modify the default DRMS functional test plan based on the City configuration
requirements. This test plan will be executed prior to delivery of the DRMS for system testing.
2.2.5. City is responsible for documenting any additional requirements that are introduced by 3rd
parties. In the event that these additional requests alter the scope or requirements of the project,
these changes must be documented in a Change Order.
Consumer Engagement SOW 7 Confidential
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Aclara Technologies of ESCO
2.3. Implementation and Configuration
During this phase, the Aclara team will configure the changes specified in the City workbooks to the
system and set up the system in the Aclara test environment ready for review by City.
2.3.1. All Applications
2.3.1.1. Aclara will work with the City to agree upon the most appropriate web integration strategy. Aclara
supports the use of City headers where the City is responsible for providing a Javascript file
that Aclara can access for displaying their header and footer. Aclara also supports the use of
an Frame. This excludes modules that pop up in a new window.
2.3.1.2. Aclara will provide two environments to City; Production, and User Acceptance Testing/Staging.
2.3.1.3. City is responsible for supplying and maintaining high speed and secure connectivity between the
City's systems and Aclara's applications (Aclara's firewall).
2.3.1.4. Aclara will update the application to match the City's style guide as indicated in the style
configuration workbook. Modifications of images and extensive style changes are not included
in the scope.
2.3.1.5. Aclara will provide an overview of web integration and marketing best practices.
2.3.1.6. Aclara will support full product functionality for electric. Aclara will provide support for water data
presentment and analytics built into Aclara's functionality as of the date of this Agreement.
2.3.1.7. Aclara will provide support for the following units of measure:
• Electric: kWh, KW
• Water: Gallons, KGal, CF, CCF or HCF
Aclara will provide limited support of KVAR in the Bill History module.
2.3.1.8. Aclara will support small and medium commercial customers, up to 500kW in usage with facilities
of 100,000 square feet or less in the business modules. Aclara will also provide data
presentment without analytics, for large commercial customers.
2.3.1.9. City will be responsible for excluding customers who do not meet criteria for accessing the
application. This includes customers with only unmetered services such as street lights. City is
also responsible for delineating large commercial customers through attributes in the billing
data sent to Aclara.
2.3.1.10. City will be responsible for providing Aclara with rates in the Aclara-provided template.
2.3.1.11. City will be responsible for providing reference data and historical data required for the project
in an Aclara-provided format. Aclara will be responsible for inputting this data in to the Aclara
applications.
2.3.1.12. City will launch the module(s) on their web site during Aclara business hours. Support for a
City launch outside business hours is not included in the scope.
2.3.1.13. City will provide content and configuration settings in the configuration workbooks and
integration specifications. The configuration workbooks provide specific areas that can be
configured (unprotected sections of the workbook). Additional configuration and content
changes not specific in the workbook are not included in the scope. Aclara will also provide a
demonstration environment that allows City to review configuration options.
2.3.1.14. City will provide Aclara with advance notice as well as a detailed description of any security
and/or performance testing that is required and will coordinate this testing with Aclara.
2.3.1.15. Aclara will provide the City with a test schedule for acceptance testing as well as a template for
tracking issues. The City will record issues in the Aclara-specified template and provide
updates on a mutually agreed upon schedule.
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Aclera Technologies of ESCO
2.3.1.16. Aclara will provide City with a method for accessing the self-service application for internal
employees. Aclara will provide an integration specification to City detailing how to configure
this.
2.3.1.17. Aclara will provide support and assistance during the first 10 HAN installations.
2.3.1.18. City will provide access to test systems that Aclara personnel can access via the Internet. City
will provide secure connection to the network including any passwords and VPN client software
required.
2.3.2. Data Integration
2.3.2.1. Aclara will provide integration specifications for the integration points specified in section 1.2.
2.3.2.2. City will develop data integrations specified in section 1.2 based on Aclara's specifications.
2.3.2.3. Bill data integration will include detailed usage and cost information for electricity and water
services. Bill data integration will include only summary cost information for other services.
2.3.2.4. For real time data transfers, implementation and configuration will include the standard Aclara
security where any data transactions use SSL.
2.3.2.5. For the Self Service applications, the City will generate a session token (GUID) that will be used
to authenticate and manage the user's session. Aclara is responsible for all aspects of
implementation and ongoing maintenance of SSL certificates.
2.3.2.6. City will provide access to a test site that Aclara personnel can access via the Internet.
2.3.2.7. City is responsible for ensuring that data parameters are consistent between all sets of data.
Account numbers, customerids, premiseids and meterids must be consistent in the data
transfers as well as the web integration.
2.3.2.8. City will be responsible for providing test accounts in City's production and test environments that
allow Aclara to execute tests for all test scenarios.
2.3.2.9. Aclara's implementation will include up to six promotions, either dynamic, static, or a combination,
or use of the marketing panel. City will provide graphics and referring URLs.
2.3.2.10. Aclara's integration with the HAN will be developed using a ZigBee Smart Energy Profile
standards -based integration.
2.3.2.11. City will be responsible for the development and testing of any middleware required in order to
integrate with City's legacy systems. These legacy systems include the Customer Information
System (CIS), AMI and MDMS systems as listed in Section 1.3 above.
2.3.2.12. Aclara will be responsible for the integration and testing of interactions between Aclara
products and deliverables. This will include DRMS integration with Aclara Consumer
Engagement and the iDigi Service.
2.3.3. Energy & Water Analysis
2.3.3.1. Aclara will validate that the pre -defined ZIP code mappings are consistent with the City service
territory and will work with the City to adjustment any discrepancies.
2.3.3.2. Aclara will use the proprietary energy and water analysis models to support detailed
computations required for the bill and energy/water analysis modules
2.3.3.3. Aclara will utilize the pre -configured model for the City's region(s). The pre -defined regional
dataset includes normal and actual weather data, typical home and business characteristics,
building envelope assumptions, equipment efficiency assumptions, measure costs and other
engineering parameters. Customizations to model parameters, regional settings, costs and
assumptions and creation of new regions are not included in the scope.
2.3.3.4. City will have the option to launch the energy and water analysis module in front of
(unauthenticated) and/or behind their login (authenticated). Should City choose to allow both
unauthenticated and authenticated access, unauthenticated users will be required to login
through the City login process if they want their profile to be available for future viewing and
updating.
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Aclara-Fort Collins
2.3.4 Resection of Key Project Personnel. The City shall have the right to reject any
Key Project Personnel that are in violation of any applicable law or provision of this Agreement.
If the City believes any Key Project Personnel are not supporting the success of the Project,
City shall promptly discuss the matter with Contractor. Contractor and the City shall mutually
agree upon the appropriate action to be taken with respect to such Key Project Personnel.
2.4 Identification of Personnel. Contractor will comply with the reasonable rules and
procedures used by the City pertaining to identification of Contractor personnel and restrictions
on access to City records and City facilities as more particularly described in Exhibit K attached
and incorporated herein.
3.0 COMMENCEMENT AND SCHEDULING OF THE WORK.
3.1 Notice to Proceed. Contractor shall commence the Work upon the receipt from the City
of a Notice to Proceed.
3.2 The Work Schedule. The Work to be performed pursuant to this Agreement shall be
performed in accordance with the Statement of Work and Project Delivery Schedule attached
and incorporated herein as Exhibits A and E, respectively. The Work shall be completed no
later than September 30, 2013, with the exception of ongoing software hosting. Time is of the
essence. Any extensions of the time limit set forth above must be agreed upon in a change
order signed by the parties.
3.3 Delay. No failure or omission to carry out or observe any of the terms, provisions or
conditions of this Agreement shall give rise to any claim by either Party against any other Party
hereto, or be deemed to be a breach or default of this Agreement if such failure or omission
shall be caused by or arise out of a Force Majeure Event. The Party claiming that a Force
Majeure event exists must give prompt written notice to the other Party within fifteen (15) days
of when that Party learns of the event.
If a Force Majeure Event occurs, the Project Delivery Schedule, the applicable Work, and the
Payment Schedule may be adjusted, if necessary, by the period of time (if any) that Contractor
is delayed in the performance of the Work as a result of the Force Majeure Event. In order to
effectuate the provisions set forth in this Section 3.3, Contractor and the City shall prepare and
execute a change order in accordance with the applicable Statement of Work.
Force Majeure Event shall be defined as any cause beyond a party's reasonable control,
including without limitation acts of God, strikes, labor shortage or disturbance, fire, accident,
natural disaster, war or civil disturbance, delays of carriers, or acts of government.
3.4 Documentation. The City will supply to Contractor, when needed, Documentation, all
required technical information and data, including drawing approvals, all required commercial
documentation, a remote access telecommunications link and all facilities and computer system
access necessary to carry out Contractor's responsibilities under the Agreement as documented
and agreed to in the Statement of Work.
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Aclara Technologies of ESCO
2.3.4. Rates
2.3.4.1. Aclara will configure up to seventy-two (72) Rate Codes. A Rate Code is defined as the identifier
passed in the billing data transfer that uniquely defines the usage and cost structure to the
lowest level. Each unique combination of rate, rider or any other sub -component combination
is considered to be a rate code.
2.3.4.2. Aclara will support configuration for the following types of charges as part of the rate
configuration: usage charges (for the units of measure defined above), demand charges based
on KW, meter charges, and service charges. Aclara does not include taxes in the rate
modeling.
2.3.4.3. Aclara will configure the following types of rates:
• Standard electric and water (non -tiered, non -Time -of -Use)
• Up to six (6) tiers
• Up to four (4) Time -of -Use (TOU) periods
• Up to four (4) seasons
• Demand rates - up to four (4) demand time periods with an additional billed demand
component
• Coincident peak
• Critical peak
2.3.4.4. Peak time rebate rates and real time pricing rates are not included in the scope.
2.3.5. Bill Analysis
2.3.5.1. Aclara will configure one account summary view, one budget billing view and up to six
service/meter level views in the Bill History module. In the event that the budget billing is at the
service level, Aclara will support one view for each service/meter level view.
2.3.5.2. Aclara will configure up to thirty (30) nexustypes from the pre -defined list of types included in the
Bill History workbook. A nexustype is an identifier used to indicate the usage type (on peak, off
peak, etc.) as well as the type of charge. A nexustype is used to define or map to a line item
(usage or cost) on the customer's bill.
2.3.5.3. Aclara will configure all bill analysis functionality for electricity. Aclara will configure a limited set
of bill analysis functionality for water as follows:
• Transfer of detailed data from the City system to the application within the XML billing
data file
• Presentation of data in Bill History
• Presentation and analysis of data on the detailed bill comparison table
• Presentation of other service data in the bill comparison graph on the bill Dashboard
2.3.5.4. Aclara will display other services (other than electricity and water), in bill history and detailed bill
comparison. These other services will not be configured for interactive analysis as to why
usage or costs changed as a result of weather, lifestyle, and rate changes.
2.3.5.5. Aclara will utilize weather data provided by the National Oceanic and Atmospheric Administration
(NOAA) for the weather station closest to the customer's premise.
2.3.5.6. Aclara will configure links to the City's bill payment program/provider and/or bill image repository
provided Aclara has the information required to build the URL (customerid, account, GUID).
2.3.5.7. Aclara can configure a view of the dashboard for customers who have not yet received a bill.
Consumer Engagement SOW 10 Confidential
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2.3.6. City Employees Access to Self Service Applications
2.3.6.1. Aclara will provide a method for City's Customer Service Representatives and other City
employees to access the Aclara Consumer Engagement applications without having to use the
end user's login information
2.3.6.2. City is responsible for controlling access for this functionality.
2.3.7. AMI Data Presentment
2.3.7.1. Aclara will configure binning for up to two residential and two business TOU rate codes. Binning
is the ability to display interval data color -coded by TOU period (on peak, off peak, shoulder,
etc.).
2.3.7.2. Aclara will configure up to two intervals (hourly and daily or hourly and fifteen (15) minute) of
approved data, including demand. Electric has 15 minute and daily intervals. Water has hourly
and daily intervals.
2.3.7.3. Aclara will support multiple meter manufacturers, provided consistent data elements can be
provided for all meters.
2.3.7.4. Configuration and testing of the "No Bills / New Account" scenario is not included.
2.3.8. Rate Comparison
2.3.8.1. Aclara will launch the Rate Comparison module from a promotion on the dashboard.
2.3.8.2. Aclara will configure up to ten (10) customer groups for comparison, which include up to 72 rate
codes, as specified above. A customer group is defined as a group of customers who have
common characteristics and are eligible for the same rate options. Each group can have a
different set of content as defined in the configuration workbook. Typical customer groups
include:
• Residential electric customers on a non-TOU rate code compared to one pre -defined
TOU rate code
• Small commercial customers on a non-TOU rate code compared to one pre -defined TOU
rate code
• Medium commercial customers on a non-TOU rate code compared to one pre -defined
TOU rate code
2.3.8.3. Aclara will configure regional default load shapes that are used when interval data is not available
for the customer.
2.3.8.4. City will be responsible for ensuring that interval data has been VEE'd (validated, estimate and
edited) prior to delivery to Aclara for presentation.
2.3.9. Bill to Date
2.3.9.1. City will provide Aclara with interval and bill data that is current for purposes of testing the Bill to
Date functionality. This data will remain current throughout the project.
2.3.9.2. Aclara will explain and demonstrate computational configurations and options in the configuration
workbook and provide recommendations for each configuration setting.
2.3.10. Goals and Alerts
2.3.10.1. Aclara will configure the following alerts
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• Bill to Date email alert (mid bill cycle) — Aclara will send a bill to date alert, consistent with
the bill to date displayed on the dashboard, to enrolled customers once per bill cycle (at
approximately the midpoint of the customer's bill cycle).
• Threshold email alert — Aclara will allow customers to set a threshold (usage and/or cost
based) on the Aclara-hosted enrollment page. When the customer's interval usage causes
them to exceed this threshold, Aclara will generate an alert and send to the customer via
email.
2.3.10.2. Aclara's configuration includes alerts via e-mail and SMS.
2.3.10.3. Aclara will configure Alerts only for customers with AMI meters capturing data on a daily basis,
at a minimum.
2.3.10.4. Aclara will provide a page in the application where a customer can enroll/un-enroll for alerts.
2.3.10.5. Aclara will launch the Alerts enrollment page from a promotion on the dashboard.
2.3.10.6. Aclara will support a single opt- in enrollment process, where the customer is assumed to be
enrolled when they submit the information on the enrollment page.
2.3.10.7. Aclara will send Alerts based on an account. If a customer has two (2) meters on one account,
they will receive one alert for all meters they have enrolled.
2.3.10.8. Aclara will configure Alerts for single -metered services. Support for customers that have 2
meters tied to a service is not included in the scope.
2.3.10.9. Aclara will manage the email delivery process, and provide client with a monthly report that
includes number of enrollments as well as delivery statistics and opt -outs and undeliverable
emails.
2.3.10.10.City will be the system of record for the email addresses and mobile phone numbers.
2.3.10.11. For threshold based alerts, Aclara will provide an area on the enrollment page where customers
can configure and manage their usage and/or cost thresholds.
2.3.10.12.Aclara will send Threshold -based alerts a maximum of once per month (when the threshold is
met) and will include logic -driven messaging that is specific to the customers usage and
threshold.
2.3.11. Customer Insights
2.3.11.1. Aclara will integrate profile data from a third party data source so that when customers access
the application for the first time, their address and basic premise information will be pre -filled.
2.3.11.2. Third party data information is obtained from public records and is subject to availability.
2.3.11.3. Implementation fees include up to 50 profile records in the test environment. Aclara charges
$.50/profile for each profile above 50.
2.3.12. Community Builder
2.3.12.1. Aclara will be the system of record for Email Address for all Community Builder Emails. Aclara
will use the email from the bill integration for the purposes of populating an initial email address
for communications. Users will have the opportunity to provide an alternate address and make
subsequent modifications to the address on return visits.
2.3.12.2. City will provide email addresses at the customer level.
2.3.12.3. Aclara will host the customer enrollment option for users to opt -in to receive Community Builder
email messages.
2.3.12.4. The welcome email will be sent to the email address associated with the user that is logged in,
with the email address being transferred via the bill XML.
2.3.12.5. Aclara will provide 4 default templates for each email communication, one for each of the 4
savings plan themes. These templates will be contained within the Community Builder
configuration workbook which City can use to indicate their content and configuration.
2.3.12.6. Aclara requires that any City videos must be hosted by YouTube.
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2.3.13. DRMS
2.3.13.1. Aclara will configure the DRMS software based on the completed DBMS configuration
workbook. Configuration includes software parameters, variables and meta -data in order to
support the agreed upon DBMS workflows and information capture (pricing, demand response
programs, rates, user privileges and other configuration settings). Once the configuration is
accepted, Aclara will hand off the DRMS configuration workbook and the configured system to
the City's team. Any changes to the system or reconfiguration of the system would be the
responsibility of the City.
2.3.13.2. City will be responsible for providing Aclara with reference and configuration data to be
configured in the system, via the Aclara-provided template (DBMS configuration workbook).
The DRMS configuration workbook includes, but is not limited to the following items:
• Meter interval sizing
• Meter channel naming
• Account classes
• Elster configuration
• User self -enrollment (applicable to DRMS Consumer Engagement Portal only)
• Demand response programs (for initial configuration, thereafter City manages)
• Controllable DR items
2.3.14. Mobile Presentment
2.3.14.1. Aclara will implement Mobile Presentment of the following Aclara functionality:
• Bill summary
• Bill highlights
Bill to date
• Disaggregated end use summary
• DRMS Consumer Engagement
Not all features presented as part of DRMS Consumer Engagement on the Web Portal
may be available on Mobile Presentment. Mobile Presentment features are given in
Exhibit H.
2.3.14.2. Aclara will integrate with City's Outage Management System for the purpose of displaying
outage information only.
2.3.14.3. Aclara will integrate with City's authentication solution for the purpose of end user
authentication.
2.4. Integration and System Testing
Aclara will execute Integration and System Testing following the Implementation and Configuration of
each phase of work.
Aclara will perform integration and.system testing with support from the City as necessary. As part of this
testing Aclara will execute test plans and complete a fully integrated test of the applications from the City
test environment to the Aclara test environment, simulating the City/customer experience. During this
task, bugs will be identified and fixed.
For the DRMS phase of the work, this process includes the DRMS functional test where Aclara verifies
the functionality of the configured DRMS including the reference data. Aclara will publish the DRMS
Functional Test results and release notes to the City prior to releasing to UAT. City will review and
approve Aclara developed DRMS functional test plan. The City is responsible for providing Aclara with
representative test data for use during DRMS functional testing.
The deliverable of this task is the applications ready for user acceptance testing
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2.5. User Acceptance Testing (UAT)
Aclara will execute User Acceptance Testing following the Integration and System Testing of each phase
of work.
City and Aclara will work together and mutually agree on the format, content, and timing of the User
Acceptance Testing plan. During this phase, the City will review the application in a test environment,
provide feedback, and identify issues required for the launch. The UAT must include the verification of
any systems integration and data migration that has been developed and unit tested by the City (or their
systems integrator) during the previous phase, and a full end -to -end system test as well as a functional
verification of the system by the City's user team. Aclara will support City during the acceptance testing
and quickly correct any problems identified so that the City can retest as necessary.
2.5.1. City must complete unit tests of data migration and systems integration prior to beginning a more
expansive UAT (System Test).
2.5.2. Aclara will facilitate one or more release readiness review meetings to review DRMS functional
test results and request and receive City's formal acceptance of the DRMS prior to releasing
the DRMS test system to City for UAT.
2.5.3. City will be responsible for coordinating cross -system testing, troubleshooting and issues
resolution as required between Aclara and City's other hardware/software partners.
2.5.4. Aclara will provide the forecast model or algorithm and will verify the model using twelve
consecutive months of data from the past four years supplied by City. City and Aclara will agree
on model verification criteria. City will work with Aclara to test and confirm the forecast model or
algorithm.
To determine when the Private Label Site(s) or DRMS have been successfully implemented ("Successful
Implementation"), the parties agree to an acceptance testing process as follows:
• Aclara shall notify City when the Private Label Site(s) or DRMS are, ready for testing.
• City shall have a maximum of fifteen (15) business days to test the application, unless mutually
agreed. Testing shall include operation of the system and comparison with the specification.
• If City identifies problems that cause the Private Label Site(s) or DRMS to cease functioning, City
shall provide them to Aclara in writing..
• Aclara shall then have a maximum of fifteen (15) business days to correct any materially non-
conforming component (Severity 1 and Severity 2 issues) and notify City that the application is ready
for re -testing.
• The testing cycle shall be repeated as necessary.
• Non -implementation issues, including but not limited to, minor application problems not critical to
operation (Severity 3 and Severity 4 issues) or enhancement requests, need not prevent City
acceptance of the Implementation. However, plans to correct such problems or make the
enhancements will be in place and included as part of the acceptance criteria.
The Private Label Site(s) or DRMS will be considered to have been successfully implemented the earlier
of: 1) City notifies Aclara that the Private Label Site or DRMS have successfully passed the acceptance
testing; 2) Aclara has delivered the application and City does not notify Aclara in writing of any Severity
Level 1 or Severity Level 2 problems within the time period specified above or chooses to delay
production use, or; 3) City begins making the Private Label Site or DRMS available to its customers.
The above agreement is subject to the constraints and timing of the Aclara release cycles.
Severity Level Severity Description
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1
Requires immediate attention — Critical functionality is not available and users
cannot access the system. Causes a major business impact where service is
lost or degraded and no workaround is available, therefore preventing
operation.
2
Requires priority attention — Some important functionality is not available, or a
small number of users cannot access the system. Causes significant business
impact where service is lost or degraded and no workaround is available,
however operation can continue in a limited fashion.
3
Requires attention — There is a problem or inconvenience. Causes a business
impact where there is minimal loss of service and a workaround is available
such that the system can continue to operate fully and users are able to
continue operations.
4
There is a problem or issue with no loss of service and no business impact.
The Maintenance period for Private Label Site(s) will commence upon the Successful Implementation of
the first phase of Web Portal, and the Maintenance period for DBMS will commence upon the Successful
Implementation of the DRMS.'
2.6. Training Phase
Aclara will provide the following training sessions following the Successful Implementation of the DRMS:
2.6.1. Device installers: Aclara will provide training course materials for City HAN device installers. The
training scope will be limited to the devices and systems tested and delivered as part of this
pilot project. Aclara will deliver this training one time in a "Train the Trainer" for to a group of no
more than 6 City team members. Training can be videotaped by City and this recording may be
used as part of City's training for City staff members or other parties under contract with the
City. Additional iterations of this training are out of scope with respect to this Statement of
Work and may be done at an additional cost.
2.6.2. Operations and Maintenance:
2.6.2.1. Aclara will provide DRMS "Train the Trainer materials" (based on DRMS standard use case
flows) for operations and maintenance.
2.6.2.2. Aclara will deliver training for DRMS operations and maintenance prior to deployment. The
training will follow the standard DRMS Use Case flows, but will be executed on the configured
and tested system. The training will take the form of a one-time "train the trainer" course and a
copy of the training materials will be provided so that the City can provide training to new team
members in the future. Training is limited to no more than 8 attendees.. Training can be
videotaped by City and this tape may be used as part of City's training for City staff members or
other parties under contract with the City . Additional iterations of this training are out of scope
with respect to this Statement of Work and may be done at an additional cost.
2.6.2.3. Aclara will train City's Load Control/Demand Management team in the operations and
maintenance of the DRMS prior to deployment. City will be responsible for the ongoing
management of the demand reduction after the system has been deployed.
2.6.3. Aclara will review a walk-through of the DRMS support process using the standard support
agreement, documentation and workflow. In addition, Aclara will review any specific
information with respect to the City implementation including the appropriate maintenance
contacts, ticket tracking systems, FAOs, troubleshooting steps and requisite information in the
case that problems occur in both test systems as well as production systems.
2.7. DRMS Deployment Phase
' In the event Successful Implementation does not occur at the same time for Consumer Engagement Web Portal
and DBMS, Aclara will prorate the maintenance services so that the renewal for each of the Consumer Engagement
Web Portal and DRMS coincide on an annual basis.
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During the Deployment Phase, the DBMS application will be exposed to internal and external customers
for the use of all functionality enabled as of the date of the start of the phase.
For the purposes of this project the Deployment Phase will take the form of a limited pilot implementation
to a maximum of 100 residential HAN installations at existing City customer locations. License reserves
the right to reduce the number of residential HAN installations. Mass market deployment will take place a
separate phase of the overall project as defined in Exhibit E Project Delivery Schedule.
2.7.1. Aclara will support the City operations team during the DRMS Deployment Phase in accordance
with Exhibit C. Support is defined as activities normally covered under the Maintenance
Agreement for this project, plus:
2.7.1.1. Telephone and WebEx support prior to and during the first ten (10) installations
2.7.1.2. A twice -weekly meeting between Aclara and City staff to review installation
progress
2.7.1.3. A weekly meeting to review pilot progress
City may utilize Exhibit G Demand Response Services and Devices to request additional
services from Aclara.
2.7.2. The DRMS Deployment Phase will not begin until Successful Implementation of the DBMS
functionality is realized. During this process, there will be testing of support contact systems
and installation processes that may be used for the mass market Implementation and updates
to these may be required, but these updates will not cause the Successful Implementation
status of the Project to be reversed.
2.7.3. City may utilize Exhibit G, Demand Response Services and Devices, to scope the installation,
configuration, and implementation of HAN hardware at the pilot locations.
2.7.4. City will recruit participants and complete all customer premise site -related activities required
during the Deployment Phase including any agreements and waivers required for installations
at the pilot locations Aclara can provide installation services at an additional cost.
2.7.5. City will manage all DRMS system activities during the Deployment Phase.
2.7.6. City will have 45 business days to complete installation at 100 pilot locations.
2.7.7. City will have 60 business days to pilot DRMS at pilot locations, unless mutually agreed. Pilot
shall include operation of the system and comparison with the specification.
2.7.8. Issues identified by City during the Deployment Phase shall be addressed per the terms of the
Maintenance Agreement for this project.
3. Project Timelines
Aclara and the City will share joint responsibility for the development of a project plan for incorporation
into the comprehensive project plan for the City's other smart grid -related initiatives. The estimated
duration of each City phase as defined below is shown herein; the final project plan will be developed by
Aclara and the City.
Phase
Estimated Duration
Assessment & Planning
1 - 2 weeks
Requirements Gathering
2 - 6 weeks
Implementation & Configuration
3 - 6 weeks
Integration & System Testing
4 - 6 weeks
User Acceptance Testing
4 - 8 weeks
Training Phase
1 - 2 weeks
Deployment Phase
11 - 22 weeks
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The delivery date for each phase of work will be developed in cooperation between Aclara and City and
will be driven by City's master schedule, Aclara product release cycles, and the general project
management process flow shown below.
4. Project Organization
4.1. Project Management
4.1.1. Aclara will provide the following management -related functions:
• Aclara Project Manager will develop and maintain a project plan / schedule that
encompass all key activities, Deliverables, and Milestones for the project ("Project
Plan").
• Aclara Project Manager will manage and coordinate of all aspects of the Assessment and
Planning, Requirements Gathering, Implementation and Configuration, Testing, and
Deployment Phases in accordance with the Project Plan and in compliance with the
overall City project schedule.
• Aclara Project Manager will prepare weekly status reports summarizing the progress of
the work and status of deliverables, costs, issues, trends and/or delays, and the
reasons for and actions being taken to correct potential problems. A report format will
be provided to Aclara by the City. Each report should include at a minimum:
• Progress towards the project schedule
• Meetings or conference calls held, planned or required with City staff,
consultants, or system integrator.
• Issues (business and technical issues) and the plan to resolve said issues.
• Status of project personnel.
• Anticipated problems for the following two weeks.
• Progress goals for the next two weeks.
• Status of Aclara deliverables to City.
• Delivery notifications for milestones
• Action Items
• Aclara Project Manager will coordinate all Aclara contracted services with City Project
Managers.
• Aclara Project Manager will develop and maintain a list of project risks, issues, and
changes in coordination with City Project Managers.
• Aclara Project Manager will manage the formal closure of this project in coordination with
City Project Managers on completion of all contracted deliverables and services.
4.1.1.1. City will manage all 3rd Parties and City backend system providers for systems integration
activities.
City agrees to provide appropriate and timely Project resources including but not limited to, data,
information, workspace and appropriate and cooperative personnel, all as necessary to facilitate Aclara's
performance of the Services. City also agrees to provide two points of contact for all project management
related activities including receipt of official notices regarding project status against milestones
transmitted to City via e-mail, as well as communication of these updates to internal City stakeholders.
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City will allocate the following described personnel to the Project appropriate knowledge of the indicated
area and the skills to perform the City tasks, and any additional personnel that may be necessary for City
to perform its obligations under the implementation work plan.
Project Managers
• Subject Matter Experts in relevant areas of the application
• Resource(s) to complete the configuration workbooks
• Technical resource(s) to complete the integration
• Business Analyst(s) familiar with rates and data in the Customer Information System
• User Acceptance Testing resource(s)
Escalation resource(s)
5. Project Governance
The Project will have sponsorship from City's project executive team, who will be available on a timely
and regular basis to monitor the Project progress and to act as a decision maker for policy decisions.
The project will have executive sponsorship from Aclara's senior management, who will be available on a
timely and regular basis to monitor the project progress and to act as a decision maker for policy
decisions or as an escalation point beyond the project manager.
The Aclara project manager and technical team will be available for teleconferences and meetings to
resolve functional, performance, and integration issues. City may request the Aclara project manager and
technical team be on site for any issues which cannot be resolved remotely, at City's cost and per the
AMFC travel guidelines.
6. Project Deliverables
The tables contained in this Section list the Key Deliverables of the Project.
6.1. Acceptance Procedure
The acceptance procedure for all Deliverables outlined in this SOW will be as follows:
• Aclara will work with City personnel to gather input and review draft Deliverables
• When complete, final Deliverables will be reviewed and signed off by City utilizing a mutually
agreed Acceptance Form.
• The Acceptance Form should be physically signed (or electronically signed) indicating
approval or disapproval within ten (10) business days.
• If a Deliverable is neither approved nor rejected within ten (10) business days, the
Deliverable will be deemed to have been approved without change or comment.
• If City is not able to approve a Deliverable, City will provide Aclara with a written description
of why the Deliverable cannot be approved. If required, the parties will meet to discuss the
deficiency of the Deliverable in detail.
• Aclara will inform City if delays are to be incurred due to the Deliverable Acceptance forms
not being signed and returned in a timely manner.
6.2. Accountability
The following shows the key that is used to identify accountability for each deliverable:
[R] Responsibility
Indicates that the designated Party has responsibility and accountability for the applicable
Deliverable or milestone.
[A] Approve
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Indicates that the designated Party is responsible for approving the applicable
Deliverable or milestone.
6.3. Project Deliverables
The tables below describe the responsibilities and obligations of each Party with respect to each
Deliverable listed in this Section. If City cannot complete deliverables in accordance with the project plan
and the project is delayed as a result, a change order may be issued to account for the additional time
spent by Aclara.
—Phase/Delivera6le
�Accounfa—Silit'y)�
Aclara Fcity
Project Initiation & Kickoff
Detailed project schedule
R
A
Communication plan
R
A
Integration specifications
R
Pre -filled Configuration workbook(s) and Use Case
documents
R
Sample bills
R
Requirements Gathering
Completed configuration workbook(s)
A
R
Historical rates
A
R
Requirement specifications
R
A
Marketing & web site integration best practices
R
Rollout plan
R
Baseline metrics for ongoing monitoring
R
Configuration
Configured application in a test environment
R
Working HAN data integration
R
City Test Environment with working data integration
R
Test accounts
R
Integration & System Testing
Application ready for user acceptance testing
R
User Acceptance Testing
Accepted and tested application
R
DRMS "Train the Trainer" training materials
R
A
Configured application ready for deployment to
production
R
A
Launch
Aclara production release
R
A
City launch
R
DBMS Train the trainer
R
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4. CHARGES AND INVOICES
4.1 The City will pay all charges for professional services as documented and agreed to in
the accompanying Exhibit D, Price and Payment Schedule, including any amendments thereto.
The City will also pay for all travel expenses incurred by Contractor for the specific purpose of
performing professional services. Charges for commercial transportation, per diem, lodging,
parking, tolls and other expenses of travel will be based on Fort Collins AMFC Expense
Guidelines attached and incorporated herein as Exhibit J. Travel time will not be charged to
the City except for unusual circumstances that may require excessive or unusual commuting
time. Alternative fee structures related to travel time and expenses may be specified in a
Statement of Work or change order and if so specified, shall take precedence over this
paragraph.
4.2 Contractor will invoice the City upon execution of this Agreement for the Software
License Fee set forth in Exhibit D, Price and Payment Schedule, attached hereto. Contractor
shall invoice the City for the first year's maintenance and hosting fees set forth in Exhibit D,
hereto, upon Successful Implementation as defined in the Exhibit A, Statement of Work.
Thereafter, Contractor will invoice the City annually in advance for the hosting and maintenance
fees, as set forth in Exhibit D hereto.
4.3 Contractor will invoice charges for the Implementation Fees in accordance with milestones
set forth in the Price and Payment Schedule attached hereto as Exhibit D.
4.4 Unless otherwise stated, all payments shall be in United States dollars. Invoices are due
and payable within thirty (30) days after receipt of invoice. Contractor reserves the right to .
suspend performance during any period in which payment is delinquent.
4.5 The pricing contained herein is exclusive of any taxes. Any applicable duties or sales,
use, excise, value-added or similar taxes will be added to the price and invoiced separately
(unless an acceptable exemption certificate is furnished by the City to Contractor). The City
shall, at its own expense, secure any work permit, labor permit, tax exemption certificate, or any
other authorization which may be required to permit Contractor to perform the requested
Services.
5. DEFAULT AND TERMINATION
5.1. Term of Agreement. This Agreement shall commence on the Effective Date, and unless
terminated as provided in Sections 5.2 and 5.3 below, shall remain in effect for a period of five
(5) years ("Initial Term"). Subject to the approval of the Fort Collins City Counsel, the City may
extend this Agreement for successive periods of one (1) year each (or such other period of time
as may be mutually agreed by the parties) by providing not less than sixty (60) days' notice to
Contractor.
5.2 Default. If a party fails in any material manner to perform or otherwise breaches a
material obligation under this Agreement, the other party may consider the non -performing party
to be in default. If the performing party asserts a default, it will give the non -performing party
written and detailed notice of the default; and the non -performing party will have thirty (30) days
thereafter either to dispute the assertion or provide a written plan to cure the default within a
reasonable time period through diligent efforts ("Cure Plan"). The performing party agrees that
the approval of the Cure Plan shall not be unreasonably withheld. If approved, the Cure Plan
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Rates
Exhibit 2
The following categories have been defined for Aclara Personnel:
Aclara Personnel
Hourly Rate
Off -hours hourly rate
On -call hourly rate
Sr. Technical Advisor
$250
$375
$120
Product Manager
$200
$300
$120
Project Manager
$195
$290
$120
Sr. Systems Engineer
$185
$270
$120
Sr. Business Analyst /
Sr. Application
Consultant
$185
$270
$120
DBA
$185
$270
$120
Systems Engineer
$165
$240
$120
Business Analyst /
Application Consultant
$165
$240
$120
Expenses: as incurred per visit Mileage: then current IRS mileage rate
1. Hourly rates are applied to consulting services provided Monday through Friday, 6:00 a.m. - 8:00 p.m.
prevailing eastern time, excluding holidays as observed by Aclara.
2. The following constitutes Off -Hours (all time in prevailing eastern time zone):
Aclara observed Holidays
Weekends: 8:00 p.m. Friday until 6:00 a.m. Monday
Weekdays: 8:00 p.m. until 6:00 a.m.
3. On -Call Service is a pre -arranged service by which Licensee places a request to have Aclara
personnel accessible for a specified time period. During the period for which Aclara personnel are
accessible, On -Call Rates will be charged. If Aclara personnel must actually perform services during
the On -Call period, the services will be billed at the appropriate Hourly Rate or Off -Hours Hourly Rate,
instead of the On -Call rate. This service will be provided remotely via a telecommunications link.
4. Travel and Expenses: City will reimburse Contractor for reasonable, documented travel and
miscellaneous expenses in accordance with the Fort Collins AMFC Expense Guidelines set forth in
Exhibit J to the Master Services Agreement.
5. Aclara reserves the right to change the above rates upon 30 days notice. A change will not exceed
four percent (4%) per year. Changed rates shall not apply retroactively.
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Exhibit B
Software License Agreement
This Software License Agreement ("License Agreement") is entered into as of this 172h day of September,
2012 (the "Effective Date"), by and between ACLARA Technologies LLC, an Ohio limited liability
company, with its principal place of business at 945 Hornet Drive, Hazelwood, MO 63402 ("ACLARA"),
and the City of Fort Collins, Colorado with its principal place of business at 215 North Mason Street, Fort
Collins, CO 80524 ("City").
1. Intent of Parties. City provides its customers with energy -related products and services and
offers its customers access to information and other services through the City Internet site located at
www.fcgov.com/utilities ("City Site"). ACLARA provides a range of tools to help energy companies help
their customers better understand and manage their energy bills, including those identified in Exhibit A
hereto (the "Software"). ACLARA and City wish to cooperate to make the Software available to its
customers in its service territory as defined in Exhibit A to this Software License Agreement (the
"Territory") on the City Site and through City's customer service personnel.
2. Private Label Site and Aclara DRMS.
2.1 Private Label Site. ACLARA will implement, host and maintain private label versions of the
Software (the "Private Label Sites") for customers (the "Customer Private Label Site") and Customer
Service Personnel (the "CSR Private Label Site") in accordance with Exhibit A to this Software License
Agreement.
2.2 Aclara DRMS (powered by Calico). ACLARA will implement, host and maintain the Aclara
DRMS Software for customers in accordance with Exhibit A to this Software License Agreement.
3. Software License. ACLARA hereby grants to City, and City hereby accepts, a limited, non-
exclusive and non -transferable license (the "License") to use the Software listed in Exhibit A in
accordance with the terms and conditions set forth in this Agreement. City may use the Software, as
specified in Exhibit A, for its own internal business purposes only. This license expires with the
termination of this agreement.
4. Fees and Payments.
4.1 Payments. City shall pay ACLARA the License Fees established in Exhibit D, Pricing and
Payment Schedule to the Master Services Agreement, according to the terms established herein for the
use of the Software during the Term (as defined below) of this Agreement. License Fees are non-
refundable should City discontinue or cancel all or a portion of the Software. City shall pay ACLARA an
additional license fee for each additional 12 month (or such other period as may be mutually agreed by
the parties) term of this Agreement, as well as for any additional software modules which may be licensed
hereunder. Such license fee(s) for any additional term will be mutually agreed upon by the parties.
ACLARA contact for payment questions: softwarefinance@aclara.com. Payments shall be sent to:
Aclara Software
P.O. Box 841156
Kansas City, MO 64184-1156
4.2 Taxes. The Parties' obligations with respect to taxes are set forth in the Master Services
Agreement. It is the Parties' expressed intention that such provision shall be applicable to this License
Agreement notwithstanding the termination or expiration of the Master Services Agreement.
License Agreement
WACLARA
Aclara Technologies of ESCO
Term and Termination.
5.1 This License Agreement shall commence on the Effective Date and shall continue for a 5 year
period following Successful Implementation' of the Private Label Site/Aclara DRMS (the "Term"), as
defined in Exhibit A. City may extend this License Agreement for successive periods of one (1) year (or
such other period of time as may be mutually agreed by the parties) by providing not less than sixty (60)
days' notice to Contractor.
5.2 This License Agreement may be terminated in accordance with the termination provisions set
forth in Section 5 of the Master Services Agreement.
5.3 Effects of Termination. Upon expiration or termination of this License Agreement for any reason,
all rights and obligations of the parties hereunder shall cease, except that any amounts due to ACLARA
for services provided prior to termination shall still be owed. The Parties' obligations with respect to
Confidentiality are set forth in the Master Services Agreement and shall survive the Termination of this
License Agreement.
6. Data. ACLARA will provide City with all customer information collected on the Private Label
Sites in a standard format. Both parties agree that, other than in aggregate form, such data is not to be
provided to third parties without the express permission of the customer. For the avoidance of doubt, data
may only be disclosed in an aggregate, anonymous form such that no personally identifiable information
is disclosed to a third party (i.e. neither City nor any individual or group of customers of City ,will be
identifiable) without the express permission of the customer.
7. Trademarks and Copyright. Neither party shall use the other's trade names, trademarks nor
service marks ("Marks") on their respective sites without the prior written approval of the other party,
except as may be necessary in connection with the performance of this Agreement. Nothing in this
Agreement creates in a party rights in the Marks of the other party. City will indicate on the City Site that
some of their content is subject to Copyright ACLARA Software 2012. Upon termination of this
Agreement, each party shall discontinue the use of the other's Marks.
8. Acknowledgments. City agrees that ACLARA retains all right, title, goodwill and interest in any
functionality and content on the Private Label Site (other than City's branding features and other
intellectual property). The parties agree that each party has sole responsibility for the development and
operation of its respective Internet sites. The parties further acknowledge that ACLARA reserves the
right to change the Private Label Sites. ACLARA will provide City with advance notice of any substantive
changes, and agrees not to make such substantive changes without the prior approval of City.
9. Indemnification. The respective indemnity obligations of the parties, including ACLARA's
indemnity obligations relating to Intellectual Property are as set forth in the Master Services Agreement. It
is the Parties' expressed intent that such provision shall be applicable to this License Agreement
notwithstanding the termination or expiration of the Master Services Agreement.
10. Representations and Warranties
1 In the event Successful Implementation of the Private Label Site and the Aclara DRMS do not occur at the same
time. the term of the license for the later occurring implementation may be prorated such that the license for each of
the Private Label Site and Aclara DBMS will renew at the same time. Payment of license fees for each of the Private
Label Site and Aclara DRMS will be required for any additional terms beyond the Initial Term of this Agreement.
License Agreement 2
WACLARA
Aclara Technologies of ESCO
10.1 Neither party shall be bound by any condition, definition, warranty or representation other than as
expressly set forth in this Agreement or as may be set forth in a writing signed by the party to be bound
thereby.
10.2 Neither party is authorized or empowered to act for or represent the other party. Each party
agrees not to do or allow any act that would imply apparent authority to act for the other party.
10.3 Warranty. The Software and Private Label Sites are warranted to conform to requirements set
forth in the Statement of Work attached to the Master Services Agreement as Exhibit A. ACLARA will
correct any material nonconformance of the Private Label Site reported by City. City's sole and exclusive
remedy hereunder relating to non -conforming Software or Private Label Site will be limited to such
correction. Any modification of the Software or Private Label Site by any person other than ACLARA
shall void this warranty.
10.4 NEITHER PARTY NOR ANY OF THEIR RESPECTIVE EMPLOYEES OR AGENTS, WARRANT
THAT THE WEB SITES REFERENCED IN THIS AGREEMENT WILL BE UNINTERRUPTED OR
ERROR FREE. Provisions regarding site uptime may be found in the Maintenance Agreement attached
to the Master Services Agreement as Exhibit C.
10.5 THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT ARE IN LIEU OF ALL
OTHER WARRANTIES, EXPRESS OR IMPLIED INCLUDING WITHOUT LIMITATION ANY
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
11. Limitation of Liability. NEITHER PARTY SHALL BE LIABLE FOR ANY CONSEQUENTIAL,
INCIDENTAL, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES OR FOR THE LOSS OF PROFIT,
REVENUE, OR DATA ARISING FROM THIS AGREEMENT, EVEN IF THE PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACLARA'S LIABILITY TO CITY FOR
DAMAGES OF ANY NATURE SHALL IN NO EVENT EXCEED THE AMOUNTS PAID BY CITY TO
ACLARA UNDER THIS AGREEMENT. THE SOLE REMEDIES FOR ACLARA'S LIABILITY OF ANY
KIND WHETHER IN CONTRACT OR IN TORT ARISING FROM THE SERVICES PROVIDED
HEREUNDER SHALL BE LIMITED TO THE SPECIFIC REMEDIES PROVIDED HEREIN.
12. Confidentiality. The Parties' respective obligations regarding Confidentiality are as set forth in the
Master Services Agreement. It is the Parties' expressed intention that that such provision shall be
applicable to this License Agreement notwithstanding the termination or expiration of the Master Services
Agreement.
13. Assignment. Neither party may assign its rights or obligations under this Agreement without the
prior written consent of the other party, provided however, that Aclara may assign this Agreement to an
Affiliate, or to entity acquiring all or substantially all of the assets of Aclara if the acquiring entity is an
Affiliate, or, by operation of law, to an entity into which Aclara is merged if the surviving entity is an
Affiliate, in each such case without prior approval of the other Party. In any such event, Aclara shall
provide the other Party with prompt written notice of such assignment. As used herein, "Affiliate" means a
company which either owns or controls Aclara or which Aclara owns or controls directly or indirectly, or is
under common control directly or indirectly with Aclara through a common parent company.
14. Governing Law. This Agreement will be governed by and construed in accordance with the laws
of the State of Colorado.
15. General Provisions.
15.1 Force Maieure. The Parties' obligations regarding Force Majeure are as set forth in the Master
Services Agreement. It is the Parties' expressed intention that that such provision shall be applicable to
this License Agreement notwithstanding the termination or expiration of the Master Services Agreement.
License Agreement
�z ACLARA
Aclara Technologies of ESCO
15.2 Waiver. The waiver by either party of a breach or a default of any provision of this Agreement by
the other party shall not be construed as a waiver of any succeeding breach of the same or any other
provision, nor shall any delay or omission on the part of either party to exercise or avail itself of any right,
power or privilege that it has, or may have hereunder, operate as a waiver of any right, power or privilege
by such party.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the latest date below.
CITY OF FORT COLLIN Q, COiNRADO
By:
'p—
Darin A. Atteberry, City anager
Date: 0 y/ 7 h .--),-
James O'Neill, FNIGP, CPPO �-
Director of Purchasing and Risk Management
Date: � L i I 1
/ATTEST:
l
City Clerk
ACLARA TECHNOLOGIES LLC
Name: Bradley S. Kitterman
Title: President
Date: September 17, 2012
ATTEST:
�Z
"*`
Operations and Finance
License Agreement
APPROV D T FORM:
Assists Cit ttorney
WACLARA
Aclara Technologies of ESCO
Exhibit A
Licensed Software
A.1 Territory
The Software is intended for use by City in its current Colorado service territory (including reasonably,
anticipated limited annexation growth) and does not cover any additional territories obtained via acquisition.
A.2 Applications Covered
The following ACLARA applications are included with the Software being provided under this Agreement
for one test site and one production site.
x� Modules
Consumer Engagement
"� l"Self
Residential
Service
Small &
Medium
Commercial
, 'Contact'Center
Residential
-
Small &�
Medium
16,pyringercialm
mBill Anal si's
va,
Dashboard
X
X
Bill Analysis
X
X
Detailed Usage Change Analysis
X
X
Not applicable
Bill History
X
X
Load_Analysis
AMI Data Presentment
X
X
Rate Comparison
X
X
Bill to Date
X
X
'vDemand, Response�Management System (DBMS), ,
p,
Y
� J
✓ < /
DRMS Command and Control
X
X
DRMS Insight
X
X
DRMS Mobile
X
X
DRMS Consumer Engagement
X
X
<Energy &x.Water Analysis
X
Not
applicable
Energy Advisor
X
Customer Insights
X
Community Builder
X
Water Advisor
X
Carbon Advisor
X
Solar Advisor
X
=Pro` idrn Support
Dynamic Promotions
X
Enrollment
Dynamic Pricing Rates
X
License Agreement
WACLARA
Aclara Technologies of ESCO
Goals & Alerts
Bill -to -date and Threshold alerts X
Pricing Alerts X
I Other Modules I
CSR access to Self Service
Large C&I Dashboard I X
Browser and other system support requirements are posted and updated at least annually on the Aclara
Client Portal.
License Agreement
WACLARA
Aclara Technologies of ESCO
Exhibit C
Maintenance and Support Agreement
1. Hosting & Service Level Agreement
• Upon Successful Implementation (as defined in the Exhibit A, Statement of Work), Aclara will host
the Private Label Site(s) and Aclara DRMS in a secure, 24/7 environment according to the terms
established below and the terms of the Master Services Agreement to which this Maintenance and
Support Agreement is attached as Exhibit C.
• Aclara will use commercially reasonable efforts to provide a high level of site uptime for all
deployed modules. It is our goal to provide at least 98% uptime. This means a total of no more than
approximately 15 hours of unscheduled down time within a month. This goal excludes scheduled
maintenance and upgrades, failure caused by the Internet or City software, events of force majeure,
or downtime caused by any other factor beyond Aclara's reasonable control. Aclara will calculate
uptime separately for the Private Label Site(s) and DRMS applications and apply the refund
percentages below accordingly.
Aclara will refund up to a percentage (see table below) of the total Hosting Fee for the month if up
time performance, with the exclusions noted above, is not met based upon the following table. This
table applies to the prime time period only. Downtime is defined as the site being unavailable for City
or staff use.
Average U time for the Month
Refund of monthly fee
97% or better
0%
95% — 96.99%
5%
90-94.99%
10%
85-89.99%
15%
80-84.99%
20%
70-79.99%
35%
60-69.99%
300
50-59.99%
40%
Below 50%
100%
Average Uptime is calculated as follows:
The sum of actual available time (calibrated in 15 minute increments in a given calendar month during
Prime Time when the site was operational) divided by the expected sum of possible available time (all
15 minute increments in a given calendar month during Prime Time).
The formula for this calculation is: X/Y
X = The sum of actual available time
Y = The sum of possible available time
• Aclara will use commercially reasonable efforts to prevent more than 1 hour of continuous down time
during prime time (defined as 6:00 AM to 10:00 PM Mountain Time) every day; and to prevent more
than 6 hours of continuous down time during non -prime time (defined as the hours between 10:01 PM
to 5:59 AM Mountain Time, with the same exclusions as noted above.
• Generally, Aclara performs all scheduled system maintenance and upgrades during non -prime time
or off-peak hours. Aclara will provide City with as much advanced notice of scheduled downtime as
reasonably possible.
Maintenance Agreement 1 Confidential
WACLARA
Aclara Technologies of ESCO
During any period of downtime of the Private Label Site(s), Aclara DRMS, or any components of more
than 30 minutes in duration, Aclara will provide notice to users by posting a web page that indicates
that the site is temporarily unavailable due to routine maintenance and to please come back later.
• Aclara will provide e-mail notice to appropriate City staff if there will be more than thirty (30) minutes
down time of the Private Label Site(s), Aclara DRMS, or any components. Notice will include at least
a brief description of the reason for the down time and an estimate of the time when City can expect
the site to be up and available.
• Aclara will provide City access to a client portal that will be used to report issues and review
maintenance and upgrade schedule. City agrees to make good faith efforts to notify Aclara in
advance whenever unusually heavy traffic is expected because of promotions or other factors.
• Aclara will use commercially reasonable efforts to respond within thirty (30) minutes during prime
time hours or within six (6) hours during non -prime time hours to any issue categorized as Severity 1
(as defined herein) that is posted by City through the reporting tool.
• Aclara will store City data on mirrored drives in the production environment and ensure continuous
replication of all City data to a Disaster Recovery site through the term of the Agreement.
Aclara will use commercially reasonable efforts to ensure that all hardware (including servers, routers,
and other related equipment) on which the applications are deployed are attached to backup power
systems sufficient to maintain the site's availability for so long as any power outage could reasonably
be expected to occur, based on the experience of Aclara at its deployment location.
• Aclara agrees to maintain firewall protection and redundant, high speed Internet connections for the
Private Label Site(s) and Aclara DRMS.
2. Maintenance and Suaaort
2.1 Standard Maintenance Services
Maintenance includes all new versions, error corrections, enhancements and improvements to the
Program functionality licensed to City, as the same are released to Aclara's clients generally. Aclara will
provide updates to the application in accordance with the standard release cycle and will provide release
notes to City in advance of the release. At City's request, Aclara will provide technical assistance in
identifying and resolving issues with the Program's failure to conform to its specifications. Aclara offers
two levels of Maintenance Services, as identified on Schedule A, Levels of Maintenance Services
attached hereto.
2.2 City Responsibilities.
City accepts the following responsibilities:
a. Notification of Issues. During the hours between 5:30 a.m. and 5:00 p.m. Mountain
Time on Monday through Friday, excluding Aclara Holidays (See Note 1 below:
1) City shall provide Aclara with timely notification of any Program issues by one of three
methods:
(i) By entering the issue on the Aclara Customer Portal (See Note 2 below);
(ii) By contacting Aclara Customer Support at 1-800-892-9008; or
(iii) By emailing the issue to support@aclara.com
Note 1: Aclara Holidays shall mean New Years Day, Memorial Day, Independence Day,
Labor Day, Thanksgiving, the day after Thanksgiving, Christmas Eve, Christmas, and New
Years Eve.
Maintenance Agreement 2 Confidential
W AC LARA
Acia ra Tech nolog ies of ESCO
Note 2: City's utilization of the Aclara Customer Portal is the preferred method for
notification.
2) Premier Level. Selection of the Premier level of services provides technical support for
Severity 1 and 2 issues, 24 hours per day, 7 days per week, 365 days per year. All Severity 1
and 2 notifications submitted between the hours of 5:30 a.m. and 5:00 p.m. Mountain Time
(Monday through Friday, weekend and Aclara Holidays) must be submitted through the Aclara
Customer Portal. If City cannot readily access the Aclara Customer Portal, City may contact
Aclara at the "800" number listed above. Premier Level Licensees will receive priority treatment
over Base Level Licensees when resources are allocated to competing, same -priority issues.
3) Base Level. Selection of the Base level of services ensures tickets will be processed
on the next business day within the normal business hours (5:30 AM and 5:00 PM Mountain
Time) noted on Schedule A, Levels of Maintenance Service. If an emergency arises, Aclara does
offer support for issues arising during other than normal business hours at the Time and Material
Rates set forth on Schedule B hereto.
b. Support for Issue Investigation. City shall support all reasonable requests by Aclara as
may be required in issue investigation and resolution.
C. Designation of Point of Contact. City shall assign an individual or individuals to serve as
the designated contact(s) for all communication with Aclara during Issue investigation and
resolution.
2.3 Standard Reporting Procedures.
The following procedures shall be followed for issue reporting and operating assistance, as appropriate:
2.3.1 Issue Reporting: Issue reports shall include a description of the issue, any message generated
by the Program related to the issue, an example of what causes the issue to occur, and the City's
assessment of the issue's severity.
2.3.2 Severity Levels
Each issue is assigned a severity level. Severity levels are used to prioritize and schedule maintenance
and support requests so all City's expectations are met. Severity levels are defined as follows:
Severity Level
Description
1
Requires immediate attention — Critical functionality is not available and users cannot
access the system. Causes a major business impact where service is lost or
degraded and no workaround is available, therefore preventing operation.
2
Requires priority attention — Some important functionality is not available, or a small
number of users cannot access the system. Causes significant business impact
where service is lost or degraded and no workaround is available, however operation
can continue in a limited fashion.
3
Requires attention — There is a problem or inconvenience. Causes a business impact
where there is minimal loss of service and a workaround is available such that the
s stem can continue tooperate fully and users are able to continue operations.
4
There is a problem or issue with no loss of service and no business impact.
Aclara will provide verbal or written responses to issues identified by City in an expeditious manner. Such
responses shall be provided in accordance with the Target Response Times defined in Schedule A, Level
of Maintenance Services attached hereto.
2.4 Exceptions.
The following matters are not covered by basic maintenance and support ("Excepted Services"):
Maintenance Agreement 3 Confidential
Aclara-Fort Collins
shall sere as the basis to proceed. If not approved, the performing party may proceed as
otherwise allowed in this contract. If the non -performing party provides a Cure Plan, it will begin
implementing the cure plan promptly after receipt of the performing party's approval of the plan.
If the non -performing party fails to cure the default within the time mutually agreed upon by the
parties, the performing party may terminate this Agreement, in whole or in part. The performing
party shall be permitted to pursue any and all rights and remedies available hereunder or at law
or in equity without terminating this Agreement for default. The non -performing party shall be
subject to any claim the performing party may have against the non -performing party under this
Agreement or as a matter of law. In the event the City terminates this Agreement for default,
Contractor shall be paid the portion of compensation related to Work performed prior to effective
date of termination.
5.3 Early Termination by City. The City may terminate this Agreement at any time without
cause by providing written notice of termination to the Contractor. 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. In the event of any such early termination by the City, the
Contractor shall be paid (i) the contract price due Contractor for all services performed prior to
the date of termination (subject only to the, satisfactory performance of the Contractor's
obligations under this Agreement), (ii) all costs reasonably incurred by Contractor prior to the
effective date of termination including, but not limited to, labor and overhead not covered under
(i) above, and.(iii) the cost of termination reasonably incurred by Contractor in accordance with
the City's termination notice which costs shall include the reasonable cost incurred by
Contractor in preparing any statement and documentation of the contract price and costs due
under this section. License fees and maintenance and hosting fees paid by the City are non-
refundable. No costs incurred after the effective date of the notice of termination shall be treated
as a reimbursable cost unless it relates to performing the portion of the work not terminated, or
taking measures reasonably necessary to comply with the City's notice of termination in a
prudent and business -like manner.
6. WARRANTY
6.1. Contractor warrants to the City that the professional services performed hereunder will
be performed with the highest degree of competence and care, and will conform to the
specifications set forth in this Agreement and the applicable Statement of Work.
6.2. Contractor agrees to re -perform any professional services which do not meet the
specifications in the Statement of Work.
6.3. Contractor warrants third party software (if any) on a pass -through basis in the same
manner and for the same period and extent provided by the original software manufacturer.
6.4 Contractor warrants third party computer hardware and related peripherals (if any) on a
pass -through basis in the same manner and for the same period and extent provided by the
original manufacturer of said computer hardware and peripheral equipment.
6.5 The City's exclusive remedy for any failure of any products or services provided by
Contractor to conform to any of the applicable warranties herein shall be to have Contractor
supply conforming replacement products or re -perform its services, at Contractor's sole cost
and expense, under this Section 6. Notwithstanding anything to the contrary, if Contractor is
WACLARA
Ad a ra Technologies of ESCO
a. Any issue resulting from the misuse or improper use of application (e.g. other than as permitted
under the Software License Agreement).
b. Any issue arising from the use of components manufactured or authorized by anyone other than
Aclara as an interface or peripheral to the Program;
C. Any issue resulting from the combination of the Program with such other programming or
equipment to the extent such combination has not been approved by Aclara;
d. Any issue caused by environmental conditions beyond the control of Aclara.
City will be responsible to pay Aclara's normal charges and expenses for time or other resources
provided by Aclara to diagnose or attempt to correct any such Excepted Services. If Aclara incurs
expense in servicing claims which are later shown to result from any Excepted Services, City shall pay
Aclara the costs associated with the performance of such service. Aclara's time and material rates are
set forth in Schedule B hereto; Aclara, in its sole discretion, may change these rates upon thirty days'
notice to City.
In addition, City is responsible for procuring, installing, and maintaining all equipment, telephone lines,
communications interfaces, and other local hardware at City site necessary to operate City's components
including City web site/portal to which the Private Label Site and Aclara DRMS link and to obtain
maintenance and support services from Aclara. Aclara will not be responsible for delays caused by
events or circumstances beyond its reasonable control.
2.5 Ongoing Support Services specific to the Private Label Sitefs)
2.5.1 Rate Updates
• City will provide rates to Aclara in the Aclara-provided template as soon as new rate information is
available.
• Aclara will update already implemented rates once they are received and will move the changes to
the production environment within one week.
• New rate forms, new rate structures or changes to structures of already implemented rates required
after the initial release will be setup at an additional cost.
2.5.2 Aclara will provide up to 4 hours of configuration, content changes and/or reporting requests on a
monthly basis at no additional charge. If the City requires more than 4 hours in a given month, the
additional changes can be completed on a time and materials basis. Hours will not roll over from month
to month. Configuration and content changes are subject to the constraints and timing of the Aclara
product release cycles. Off -cycle releases can be arranged at an additional cost.
2.5.3 In the event that the City sends invalid data to Aclara in the data integration, Aclara will notify the
City and the City will adjust their data transfer process to correct the issue.
2.5.4 Aclara will do updates to ZIP codes once per year.
2.5.5 Reporting
• Aclara will provide monthly usage statistics to the City throughout the term of the agreement. Monthly
usage statistics will be posted to the Aclara client portal for review by the City.
• Aclara will provide monthly extracts of the profile data collected via the web site in a CSV format.
Aclara will provide the data schema corresponding to this extract as part of the implementation. Data
extracts will be posted to a secure Aclara-provided site using SFTP (FTP over SSH).
More frequent reports and/or ad hoc reports can be provided at an additional cost.
2.5.6 Ongoing Release Testing
• Aclara Service Level Agreement (SLA) applies to the production environment only. SLA on the test
environment can be provided at an additional cost.
• Aclara provides City access to one test site and one production site.
Maintenance Agreement 4 Confidential
liall ACLARA
Aclara Technologies of ESCO
• Aclara supports links back to two City -hosted environments. Once the City is live, Aclara will link to
the production site to the City production environment. The Aclara test environment can continue to
link back to one City test environment. In the event that the City needs to change the links on either
of these environments, this can be done on a time and materials basis.
IN WITNESS WHEREOF, City and Aclara have caused this Agreement to be executed by their duly
authorized representatives.
CITY OF FORT COLLI S, LORADO
By: V- --- )-- — j
Darin A. %Atteberry, i Manager
Date: Q 9! l -7 (/ --�—
By:
James O'Neill, FNIGP, CPPO
Director of Purchasing and Risk Management
r
Date: �� i -1
F
/ATTEST:
City Clerk
ACLARA TECHNOLOGIES LLC
Name: Bradley S. Kitterman
Title: President
Date: September 17, 2012
ATTEST:
S . , Operations and Finance
-CEtT Cp
Y �
U Cry �� •e!'
APPROV O FORM:
, ( �1�
Assistantl,dity A rney
Maintenance Agreement 5 Confidential
WACLARA
Aclara Technologies of ESCO
SCHEDULE A
LEVELS OF MAINTENANCE SERVICES
Base
Premier
Technical Support: Technical Support is available during the hours of 5:30 AM - 5:00 PM
X
Monday -Friday US Mountain Time, excluding Aclara Holidays and weekends, toll -free at 800-
892-9008.
24x7 Technical Support: Technical Support is available between the business hours of
X
6:30am to 6pm US Central Time by accessing the Aclara City Portal (or Toll -free at 800-892-
9008, if access to the City Portal is not readily available to City). On -call technical support is
available after 5:00 PM and before 5:30 AM Mountain Time 24-hours a day17 days a
week1365 days a year, including Aclara Holidays and weekends. Such after hours support is
provided for Severity 1 and 2 issues only. Non Severity 1 or 2 items will be addressed during
the standard business hours of 5:30 AM - 5:00 PM US Mountain Time.
Target Response Time — Severity 1: Requires immediate attention— Critical production
<4 hours
<2 hours
functionality is not available or a large number of users cannot access the system. Causes a
major business impact where service is lost or degraded and no workaround is available,
therefore preventing operation of the business.
Target Resolution Time` — Severity 1 (as defined above). Resolution means the time in
< 1 week
< 3 days
which an issue is resolved, including testing and providing of a software patch or update
version.
Target Response Time — Severity 2: Requires priority attention - Some important production
<1 day
<4 hours
functionality is not available, ore small number of users cannot access the system. Causes
significant business impact where service is lost or degraded and no workaround is available,
however the business can continue to operate in a limited fashion.
Target Resolution Time` — Severity 2 (as defined above). Resolution means the time in
< 2 weeks
< 1 week
which an issue is resolved, including testing and providing of a software patch or update
version.
Target Response Time — Severity 3: Requires attention —There is a problem or
<2 days
<6 hours
inconvenience. Causes a business impact where there is minimal loss of service and a
workaround is available such that the system can continue to operate fully and users are able
to continue business operations.
Target Resolution Time' — Severity 3 (as defined above). Resolution means the time in
< 4 weeks
< 2 weeks
which an issue is resolved, including testing and providing of a software patch or update
version.
Target Response Time — Severity 4: There is a problem or issue with no loss of service and
<3
<1
no business impact.
business
business
days
day
Target Resolution Time' — Severity 4 (as defined above). Resolution means the time in
Scheduled
Scheduled
which an issue is resolved, including testing and providing of a software patch or update
for future
for future
version.
update
update
version
version
Access to Aclara Portal (www.aclara.com): City will receive individual user
X
X
names/passwords to the Aclara Customer Portal, as well as have access to Issue
Management Reports for each case generated by City.
'If a resolution is not possible in the timeframes specified, Aclara will provide a resolution plan.
Maintenance Agreement 6 Confidential
WACLARA
Aclara Technologies of ESCO
SCHEDULE B
TIME AND MATERIAL RATES
Additional Services may be provided at the City's request in accordance with the following Time and
Material Rates (hereinafter referred to as "Rates"').
Rates:
The following Rate categories have been defined for Aclara technical staff:
AclaraJechnical Staff, -
Standard Hourly Rate
Off -Hours Hourly Rate i
On-Call.HourlyfRate
Sr. Technical Advisor
$250
$375
$120
Product Manager
$200
$300
$120
Project/Account Manager
$195
$290
$120
Deployment Manager
$195
$290
$120
Sr. Engineer
$185
$270
$120
Sr. Business Analyst
$185
$270
$120
DBA
$185
$270
$120
Trainer
$185
$270
$120
Engineer/Support
Engineer
$165
$240
$120
Business Analyst
$165
$240
$120
Equipment
Service/Installation
$125
$200
N/A
Administrative Support
$125
N/A
N/A
Rate Adjustments.
The above hourly rates are in U.S. Dollars and are subject to adjustment upon thirty (30) days
notice.
2. Service Charges.
A. Services will be charged at the applicable Rates as follows:
1) Standard Hourly Rates will apply to all service hours expended that do not
exceed eight (8) consecutive hours during Aclara's normal business hours of
5:30 AM - 5:00 PM Mountain Time, Monday through Friday, excluding Aclara
Holidays.
2) Off -Hours Hourly Rates will apply to all service -hours expended beyond eight (8)
consecutive hours during Aclara's normal business hours of 5:30 AM - 75:00 PM
Mountain Time, Monday through Friday excluding Aclara Holidays.
'Rates exclude any applicable taxes and the like.
Maintenance Agreement 7 Confidential
WACLARA
Aclara Technologies of ESCO
B. If Aclara is requested to travel to the City's site to provide Services, the costs and
expenses associated with such travel will be borne by City and invoiced as set forth below.
1) Travel Expenses: City will reimburse Aclara for reasonable, documented travel
and miscellaneous expenses in accordance with the Fort,Collins AMFC Expense
Guidelines set forth in Exhibit M to the Master Services Agreement.
2) Portal to Portal Invoices: Travel time for On -Site Maintenance Services will be
invoiced to City on a portal-to-portal basis at Aclara's On -Call Hourly Rates.
4. On -Call Maintenance Service
On -Call Maintenance Service is a pre -arranged service by which City places a request to have
Aclara technical staff accessible remotely for a specified time period. During the period for which
Aclara technical staff is accessible, On -Call Hourly Rates will be charged. If Aclara technical staff
must actually perform services during such period, the services will be billed at the appropriate
Standard Hourly Rate or Off -Hours Hourly Rate, instead of the On -Call Hourly Rate. This service
will be provided remotely via a telecommunications link.
5. Pre -Purchased Support Hours
A. Pre -purchased software support hours are a block of hours intended to cover Software
issues that are not covered under this Agreement, thereby allowing the City added
flexibility to utilize Aclara's services without generating a Change Order. Should City
request services which are not included in this Agreement and desire to utilize the pre -
purchased hours, Aclara shall provide the City with an estimated number of hours
required to resolve such request. The City may then advise Aclara either to stop working,
sign and fund a Change Order, or use the pre -purchased support hours to resolve the
request. Aclara reserves the right to decline the City's request, depending on the nature
of the request.
B. Pre -purchased support hours may be purchased at any time during the term of this
Agreement and may be used at any time during the Initial Term (as set forth in the
Software License Agreement) of this Agreement. Pre -purchased support hours expire at
the end of the Initial Term, or upon termination of this Agreement (regardless of use),
whichever occurs first. Should City renew this Agreement after the Initial Term and desire
pre -purchased software support hours, City must purchase a new block of hours in
accordance with the terms of this provision.
C. Pre -purchased software support hours are offered in the following increments and
volume discounts:
40 hours Hourly Rates listed in Section 1 above.
80 hours 5% discount
120 hours 10% discount
For the Initial Term, pre -purchased software support hours will be calculated as the
number hours multiplied by a rate of $185.002 per hour.
P This rate is subject to adjustment after the Initial Term.
Maintenance Agreement 8 Confidential
Aclara-Fort Collins
Exhibit D
Price and Payment Schedule
This Exhibit D describes contract Fees, Demand Response Services and Devices Pricing,
Estimated Travel and Miscellaneous Expenses and Total Contract Price as follows:
1. Fee Summary
Fee Summary represents the fees to be paid by the City to Aclara for software and services
during the Initial Term. Aclara will invoice the City and City shall pay Aclara for the fees listed
below in accordance with Section 4 of the Master Services Agreement to which this Exhibit D is
attached.
Table 1.1 License Fees
Fee Type
Web Portal
DRMS
Totals
License Fees
$332,850
$390,000
$722,850
Table 1.2 Implementation Fees
Fee Type,
Web Portal
DRMS
Totals
Implementation Fees
$419,000
$683,798
$1,102,798
Table 1.2 represents the milestones upon which the implementation fees will be paid by the City
to Aclara. Aclara shall invoice the City for the implementation fees in accordance with the
milestones set forth in Table 1.2a below as follows: (1) Ten percent of the Total Implementation
Fee will be invoiced upon execution of this Agreement, as set forth in Section 1 of the Table 1.2a
below; (2) the remaining ninety percent (90%) of the Web Portal Fees will be invoiced in two
phases as set forth in Section 2 of Table 1.2a below; and (3) the remaining ninety percent (90%)
of the DRMS Fees will be invoiced as set forth in Section 3 of Table 1.2a below. City shall pay
Aclara in accordance with the Section 4 of the Master Services Agreement to which this Exhibit
D is attached.
Aclara-Fort Collins
Table 1.3 Payment Schedule for License and Implementation Fees
Section 1
Milestone
% Payment for
$payment
relevant fee
Contract Signing of both Web Portal and
10% of total fee
$110,280
DRMS
Section 2
Milestone
% Payment for
relevant fee
$ payment
Web Portal Phase One
Requirements Gathering Complete
18%
$75,420
Implementation & Configuration Complete
18%
$75,420
System Integration Testing Complete
18%
$75,420
Successful Implementation
18%
$75,420
Web Portal Phase Two
Requirements Gathering Complete
4.5%
$18,855
Implementation & Configuration Complete
4.5%
$18,855
System Integration Testing Complete
4.5%
$18,855
Successful Implementation
4.5%
$18,855
Aclara-Fort Collins
Section 3
Milestone
% Payment for
relevant fee
$ Payment
DRMS
Requirements Gathering Complete
20%
$136,760
Implementation & Configuration Complete
20%
$136,760
Successful Implementation
40%
$273,519
Demand Response Pilot Test Accepted
10%
$68,379
Table 1.4 — Annual Hosting and Maintenance Fees
Aclara shall invoice the City and City shall pay the Aclara for the fees set forth below in
accordance with the terms of Section 4 of the Master Services Agreement to which this
Exhibit D is attached.
Annual Fees*
Year 1
Year 2
Year 3
Year 4
Year 5
Total
Annual
Maintenance
$69,570
$69,570
$71,657
$73,807
$76,021
$360,625
Fee Web
Portal*
Annual
Hosting Fee
$27,500
$27,500
$28,325
$29,175
$30,050
$142,550
Web Portal
Annual
Maintenance
$78,000
$80,300
$82,800
$85,200
$87,800
$414,100
and Hosting
Fee DRMS
TOTAL
$175,070
$177,370
$182,782
$188,182
$193,871
$917,275
Annual Fees
*After the Initial Term, Annual Maintenance and Hosting fees are subject to an annual
increase of 4% per year.
Aclara-Fort Collins
Table 1.5 Email Fee and Estimated Annual SMS Fees
The City will be charged an Email Fee of $0.015 per email for each email over 50,000 emails per
quarter, and a Fee of $0.08 per SMS text message sent by Aclara, billed quarterly based on the
actual number of SMS text delivered by Aclara. Should Aclara contract with a new vendor
resulting in a reduced SMS message delivery fee, Aclara will pass the benefit of any decrease on
to the City through reduced rates
Estimated Annual SMS Fees
Year 1
Year 2
Year 3
Year 4
Year 5
Total
Estimated
$16,000
$16,640
$17,305
$18,000
$18,720
$86,665
SMS Text Fees
Table 1.6 Mobile Bill Pay Fees
Table 1.6 represents the fees to be paid by the City to Aclara for enabling Bill Pay for Mobile
functionality. License fee and 50% of Implementation Fees will be invoiced upon City
authorization to proceed. The remaining 50% of Implementation Fees and Year 1 Annual
Maintenance Fee will be invoiced upon Successful Implementation of the Bill Pay for Mobile
module. Subsequent Annual Maintenance Fees will be invoiced on the anniversary of Successful
Implementation.
Fee Type
Bill Pay for Mobile
License Fee
$11,088
Implementation Fees
$7,500
Maintenance
Year 1
Year 2
Year 3
Year 4
Year 5
Total
Fees
Annual
Maintenance
$2,271
$2,271
$ 2,339
$2,409
$2,482
$11,772
Fee
2. Demand Response Devices and Services
2.1 Tables 2.1 and 2.2 represent the fees to be paid by the City for Demand Response
Devices and Services for the Initial Term as proposed in Aclara Best and Final Offer dated
June 11, 2012. Such fees are based upon information provided by the City to Aclara and
represent the compensation for the scope of work set forth in Exhibit G to the Master
4
Aclara-Fort Collins
Services Agreement. The fees set forth in Tables 2.1 and 2.2 below shall remain valid
through December 31, 2012.
Thereafter, Aclara reserves the right to evaluate its prices and adjust them as appropriates.
Pricing is subject to change pending City modifications to quantities, services requested and
timing for services and devices. The City and Aclara shall mutually agree in writing upon
price and payment terms for the Demand Response Devices and Services prior to Aclara
providing any devices or services to the City.
2.2 As implementation experience is gained and new products become available, the City
reserves the right delete or add items, at a price and schedule to be mutually agreed upon
with Aclara, when in the City's sole opinion any such modifications bring better value to the
City. Any such modifications shall be documented in writing with the Exhibit G Demand
Response Adjustments Form. Any increase in total contract cost will require a mutually
agreed upon Change Order to be executed by authorized representatives of each party, and
other documentation as may apply.
Table 2.1
Aclara shall invoice the City for the Demand Response Program Services as follows:
• Ten percent (10%) of the Demand Response Program Services Fee shall be invoiced
upon authorization to proceed, and the remaining ninety percent (90%) shall be invoiced
on monthly basis based on actual services provided.
Premises
Demand Response Program Services Pricing
Quantity
Price for
Total Price
2013-2017
term
DR Customer Marketing
5,000
$38.078
$190,389
Demand Response Device Installation
1
N/A
$372,000
Management
Demand Response Device Installation
6,650
$171.03
$1,137,379
For budgetary purposes only, City may consider including an annual escalation of 4% to the pricing provided in
Tables 2.1 and 2.2. City acknowledges that such escalation may or may not be an adequate representation of the
actual pricing for the devices and services required, and that Aclara is not bound by such escalation should the
pricing require an adjustment. .
5
Aclara-Fort Collins
unable or refuses to remedy a breach of warranty claimed by the City within a reasonable
amount of time, the City may pursue all available remedies at law or equity to address
Contractor's breach of this Section 6.
INSURANCE
7.1 Contractor will provide the insurance coverage designated hereinafter and pay all costs.
Before commencing work under this Agreement, and in the event of a change in Contractor's
insurance policy, the Contractor 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:
"Contractor shall endeavor to provide thirty (30) days written notice in the event the
insurance evidenced by this Certificate is cancelled or materially altered."
In case Contractor breaches any provision of the Insurance Requirements set forth in this
Section 7 and fails to remedy such breach within 5 days of the date of such breach, the City
may, only upon mutual agreement and prior written consent of Contractor (which shall not be
unreasonably withheld), take out and maintain, at the expense of Contractor, the insurance
requirements set forth in this Section 7, and may deduct the cost of such insurance from any
monies which may be due or become due the Contractor under this Agreement. The City, its
officers, agents and employees shall be named as additional insureds on the Contractor's
general liability and automobile liability insurance policies for any claims arising out of work
performed under this Agreement.
7.2 Insurance coverages shall be as follows:
7.2.1 Workers' Compensation & Employer's Liability. The Contractor shall maintain
during the life of this Agreement for all of the Contractor's employees engaged in work
performed under this agreement:
(a) Workers' Compensation insurance with statutory limits as required by Colorado
law.
(b) Employer's Liability insurance with limits of $100,000 per accident, $500,000
disease aggregate, and $100,000 disease each employee.
7.2.2 Commercial General & Vehicle Liability. The Contractor 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
$500,000 combined single limits for bodily injury and property damage.
7.3 In the event any work is performed by a subcontractor, the Contractor 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.
Aclara-Fort Collins
Call center for DR program recruitment & DR
6,650
$16.22
$107,868
customer support
Total Services Budget
$1,807,636
Note: Services pricing based on quantity of 6,650, premises. Aclara will provide specific
pricing based upon the desired number of premises upon City's request.
Table 2.2
Aclara shall invoice the City for the Demand Response Program Devices as follows:
Aclara shall invoice the City for 100% of the Demand Response Device Fees set forth
below upon shipment of the devices to the City
2013
2014
2015
2016
2017
Total
Premises
100
3,000
1,550
1,000
1,000
6550
PCT
50
1,500
775
500
500
3,325
LCS
50
1,500
775
500
500
3,325
Gateway
59
1,755
907
585
585
3890
Total Devices
Budget
$21,447
$670,068
$360,050
$241,582
$251,245
$1,544,421
2.3 Total Demand Response Program Services and Devices Budget $3,352,057
3. Travel and Miscellaneous Expenses:
3.1 City will reimburse Aclara for reasonable, documented travel and miscellaneous expenses in
accordance with the Fort Collins AMFC Expense Guidelines set forth in Exhibit J to the Master
Services Agreement.
3.2 Total Estimated Travel and Miscellaneous Expense contract budget: $35,000
4. Total Contract Price:
4.1 Total contract price: $6,247,005
Aclara-Fort Collins
Exhibit E
Project Delivery Schedule
The schedule set forth in this Exhibit E represents the delivery date anticipated by the Parties' for each of
the Milestones listed below. The Parties' acknowledge that this schedule is subject to change depending
on the City's requirements for this Project. Any such change in the Project Delivery Schedule will be
accomplished through the issuance of a Change Order, executed by authorized representatives of each
Party. The schedule set forth in Exhibit A (Statement of Work) to the Master Services Agreement,
including any amendments thereto, shall govern this Project should the terms of this Exhibit E conflict
with those set forth in Exhibit A.
Phase 2 — Basic Web Presentment
• Milestone 2.1 — August 22, 2012— SOW Signature
• Milestone 2.2 - August 27, 2012 — Start of Basic Web Presentment Configuration and
Deployment
• Milestone 2.3 — November 20, 2012 — Start of Basic Web Presentment Test
• Milestone 2.4 — January 18, 2013 — Basic Web Presentment Test Accepted
Phase 3 — Advanced Web Presentment / Mobile
• Milestone 2.2 - January 25, 2012 — Start of Advanced Web Presentment Configuration and
Deployment
• Milestone 2.3 — March 13, 2013 — Start of Advanced Web Presentment Test
• Milestone 2.4 — April 23, 2013 — Advanced Web Presentment Test Accepted
Phase 3 —Demand Response Solution
• Milestone 3.1 — August 22, 2012 — SOW Signature
• Milestone 3.2 - August 27, 2012 — Pre -Deployment Activities: Planning, Design, Development,
Integration
• Milestone 3.3 — February 25, 2013 — Begin Deployment of Devices
• Milestone 3.4 — April 23, 2013 — Start of Demand Response Phase 3 Test
• Milestone 3.5 — June 7, 2013 — Demand Response Phase 3 Test Accepted
Phase 4 — Demand Response Mass Market Ready
Milestone 4.1 — July 1, 2013 — Begin Deployment of Devices
• Milestone 4.2 - November 1, 2013March 7, 2014 — Start of Demand Response Phase 4 Test
• Milestone 4.3 — March I April 11, 2014 — Demand Response Phase 4 Test Accepted
Aclara-Fort Collins
Exhibit F
CONFIDENTIALITY
IN CONNECTION WITH WORK provided to the City of Fort Collins (the "City") pursuant
to this 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) which is identified or marked as
"confidential" or "proprietary" and (c) customer data. The Contractor shall not, without
the prior written consent of the City, disclose any such information to any person not
having a legitimate need -to -know for purposes of performing its obligations under this
Agreement. 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.
WACLARA
Aclara Technologies of ESCO
Exhibit G
Demand Response Services and Devices
1. Intent of Parties
The descriptions below set forth the work to be performed by Aclara with respect to the
Demand Response Services and Devices at the prices (should the City authorize the Aclara to
perform such work prior to December 31, 2012) established in the Exhibit D, Pricing and
Payment Schedule. Should work other than as set forth below be requested by the City, or if
this work is requested after December 31, 2012, the Aclara shall prepare a Demand Response
Adjustment Form, including a Scope of Work, for each part of the requested devices and
work, taking into account the City's program goals, demand response objectives, resource
availability, budget, pricing and payment terms, and schedule. Such Demand Response
Adjustment Form(s) shall be mutually agreed upon by the parties in writing, and executed by
authorized representatives of each party prior to any work being performed by Aclara. Such
Demand Response Adjustment Form(s) will be incorporated as Exhibit(s) to this Agreement.
2. Program Marketing
2.1. At the City's request, Aclara will provide a proposal for a Scope of Work for services
including the following:
2.1.1. Development and execution of a marketing program to introduce end users to
demand response and City's program offerings in collaboration with existing
Utilities marketing programs.
2.1.2. Development and execution of a strategy to create program awareness and
stimulate program participation.
2.1.3. Determination of the most appropriate marketing campaigns and tactics, including
objectives and expected effectiveness (response and participation) rates, to
optimize end user participation in City's demand response programs.
2.1.4. Determination of customer segmentation to be used in targeting different
customer groups for City's demand response programs.
2.1.5. Development of marketing materials to support the initiatives above will be
finalized in the Scope of Work and may include:
2.1.5.1. Direct mail letters to create program awareness and knowledge,
The direct mail may be fliers, post cards, etc. or to be determined at a later
date. May be mailed to a customer list and content developed for each
subset that may be determined by a customer segmentation study completed
prior to this step. The messaging may include:
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Aclara Technologies of ESCO
• highlight the benefits of the program,
• provide information on demand response,
• include instructions on how to sign up,
• provide the relative advantages to the customers' current energy billing
and usage awareness scenario, and
• reduce customer uncertainty about signing up for the program.
Direct mail will be followed up by up to three outbound telephone calls.
2.1.5.2. Coordination with City's public affairs representatives to recruit opinion
leaders in each customer segment to sign up for the program and talk to the
media about their experience. Activities may include:
• Communication with City representatives to gain insight into the
City's opinion leadership and provide input as to the best candidates
for the program;
• Recruitment of City representatives for the program to provide third -
party endorsements;
• Marketing materials that may include hard copy brochures and email
messaging in HTML geared toward customer recruitment with the
format of these pieces will fit within the City marketing standards;
• Active engagement of participants to sign up for the program;
• E-mail messaging,
• Web Presentment
2.1.5.3. Engaging various communication channels in the community (i.e.
newsletters from chambers, neighborhood groups, city council members)
and providing electronic newsletter stories, speaking points, and photos to
bring the message to their audiences. Activities may include:
• Communication with community; communication channels using
marketing materials developed above;
• Electronic program announcement for newsletters geared toward the
constituency of the third party publishing the announcement;
• Electronic press releases for local media (if local media presence fits
into segmentation plan);
• Electronic success stories and testimonials for newsletters and local
media (with digital photos where possible/available); and
• Electronic ads where required or most advantageous.
3. Customer Recruitment and Enrollment and Ongoing Support
3.1. At the City's request, Aclara will provide a proposal for a Scope of Work for services
including the following:
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Aclara Technologies of ESCO
3.1.1. Providing call center resources for program marketing, enrollment and ongoing
customer service; and
3.1.2. Providing monthly reporting on the effectiveness of recruiting and end user
satisfaction in the program.
4. Home Area Network (HAN) / End Use Hardware Device Installation
4.1. At the City's request, Aclara will provide a proposal for a Scope of Work for services
including the following:
4.1.1. Providing program management to oversee planning and execution of the
installation of hardware at City's end users
4.1.2. Providing day to day management and support of installation efforts, including
supply chain management, scheduling, execution, closeout of completed
installations, and summary reporting
4.1.3. Executing field installation and commissioning of City end user -located demand
response hardware as listed in Exhibit D or otherwise mutually agreed to by the City
and Aclara and directly connected to the implementation of the Project
5. Demand Response Program Services and Devices Budget
5.1 Services at the City's request, Aclara will provide Program Services as indicated below:
Premise
Demand Response Program Services
Qty
Price for
Total Price
Pricing
2013-2017
term
DR Customer Marketing*
5,000
$38.078
$190,389
Demand Response Management
I
N/A
$372,000
(Installation, Marketing, & Call Center)
Demand Response Device Installation
6,650
$171.03
$1,137,379
Call center for DR program recruitment &
6,650
$16.22
$107,868
DR customer support
Total Services Budget
$1,807,636
* Assumes City will be responsible for marketing to Friends & Family and existing City Demand
Response premises. City will not market to any premises outside of these group
3 Confidential
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** Services pricing based on quantity of 6,650 premises. Aclara will provide specific pricing
based upon the desired number of premises upon City's request.
5.2. Devices. At the City's request, Aclara will provide devices to total number of premises
as indicated below:
2013
2014
2015
2016
2017
Total
Premises
100
3,000
1,550
1,000
1,000
6,650
PCT
50
1500
775
500
500
3,325
LCS
50
1500
775
500
500
3,325
Gateway
59
1755
907
585
585
3,890
Total Devices
$21477
$670,068
$360,050
$241,582
$251,245
$1,544,421
Budget
5.3 Per unit Device pricing:
In -Premise Devices
Unit $Cost
Qty
Total
Each
$Cost
1. Load Control Switch (LCS)
$123.29
1
$123
$123.29
100
$12,329
$123.29
250
$30,823
$123.29
500
$61,645
$123.29
1,000
$123,290
$123.29
2,500
$308,225
$123.29
5,000
$616,450
$112.63
10,000
$1,126,300
2. Programmable Communicating Thermostat
(PCT)
$165.56
1
$166
$165.56
100
$16,556
$165.56
250
$41,390
$165.56
500
$82,780
$165.56
1,000
$165,560
$165.56
2,500
$413,900
$165.56
5,000
$827,800
$150.69
10,000
$1,506,900
3. Broadband -Connected Gateway Device
$120.24
1
$120
$120.24
100
$12,024
$120.24
250
$30,060
$120.24
500
$60,120
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Aclara Technologies of ESCO
$120.24
1,000
$120,240
$120.24
2,500
$300,600
$120.24
5,000
$601,200
$114.16
10,000
$1,141,600
Device Warranty
5 year standard
warranty per
device
Additional Extended
5 year warranty per
device
Load Control Switch (LCS)
$3.75
$3.75
Programmable Communicatin Thermostat (PCT)
$5.95
$5.95
Broadband -Connected Gateway Device
$3.95
$3.95
Other Devices
5.4 Total Demand Response Program Services and Devices B $3,352,057
6. Warranty
6. I. Aclara will pass on to the City any warranty provided by the manufacturer or supplier of
the devices set forth in this Exhibit G. The City may purchase the manufacturer provided
warranty for a period of 5 years at the device warranty prices set forth on Exhibit D. The
City may also purchase an additional 5 year extended warranty at the device extended
warranty price set forth on Exhibit D.
7. Third Party Certification
7.1. At City's request, Aclara will provide a Scope of Work for documentation of a process for third party certification for devices not currently supported by Aclara's DRMS
application.
7.2. Third -party devices will be certified as fully supported or DR supported only:
7.2.1. A fully supported certification means Aclara DRMS supports all functionality of
the device.
7.2.2. A DR supported only certification means the devices can be controlled during
events, but Aclara DRMS may not support all device functionality.
Confidential
WACLARA
Aclara Technologies of ESCO
Demand Response Services and Devices Adjustment Form
Demand Response Services and Devices are adjusted as follows:
2013
2014
2015
2016
2017
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0
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T
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O
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Item
Item
Item
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$
$
$
$
$
Totals
Total
$
Additional Scope of Work documentation and clarifications attached as necessary.
Approvals:
NOTE: The above adjustments are limited in total to the Total Budget as given in Section 5.3
above. Any modification in excess of that Total Budget will require an authorized City of Fort
Collins Change Order
Authorized
Aclara: Signatory:
Date:
Fort Collins: Project Manager:
Date:
Confidential
WACLARA
Aclara Technologies of ESCO
Exhibit H
Technology Road Map
1. DRMS Road Map
1.1. Contractor will deliver functionality that meets the requirements listed below from the City's RFP
titled V7328 Demand Response Solution RFP" with the deployment of the DRMS in accordance
with the Project Timeline Phase Three described in Exhibit E Project and Delivery Schedule.
1.1.1. Requirement 13.12.1.5
1.1.1.1. Aclara DRMS will report each event by total MW achieved, kW by customer,
failed HAN devices (requires broadband gateway), and overrides.
1.1.2. Requirement 13.14.12
1.1.2.1. Mobile device access will display demand response event notification.
1.1.3. Requirement 13.14.14
1.1.3.1. Mobile device access will allow the consumer to override Price Responsive and
Direct Load Control events when those programs and events are created with Opt -out
option.
1.1.4. Requirement 13.14.9
1.1.4.1. Mobile application will allow the customer to manually control in -home devices
that support the ZigBee Home Automation cluster through the customer gateway.
1.1.5. Requirement 13.8.5.16
1.1.5.1. Mobile application will display various rate structures, such as Tiered, TOU, CPP,
and Net Metering.
1.1.6. Requirement 13.8.5.5
1.1.6.1. Mobile application will support push notification messaging from the utility.
1.1.7. Requirement 13.8.5.18
1.1.7.1. Mobile applications will indicate current rate status (e.g. which Tier, which TOU
period, etc.) if available from the DRMS.
1.1.8. Requirement 13.14.2
1.1.8.1. Mobile application will support Apple iOS and Android mobile platforms.
1.1.9. Requirement 13.14.11
1.1.9.1. Mobile application will allow the customer to monitor the online status of
registered in -premise devices.
Confidential
Aclara-Fort Collins
8. INDEMNIFICATION
8.1 Contractor shall indemnify, defend and hold the City, its officers, employees and agents
free and harmless from any and all third party actions, claims, damages, obligations or liabilities
that may arise from claims for personal injury, including death and/or damage to tangible
property to the extent arising or resulting from the negligence or willful misconduct of Contractor,
its officers, employees and agents in the performance of this Agreement, provided that: (i) the
City promptly notifies Contractor in writing of such claims; (ii) the City fully cooperates with
Contractor in assisting in the defense or settlement of such claims; and (iii) Contractor has the
sole right to conduct the defense of such claim or to settle such claim. Contractor shall defend
at its own expense, with counsel of its choosing, but reasonably acceptable to the city, any suit
or action brought against the City, its officers, employees and agents based upon such claims.
Contractor's obligations under this Section 8.1 shall be reduced to the extent of the negligence
or willful misconduct of the City or its officers, employees and agents.
8.2. The City is responsible for its own negligence and that of its officers, employees and
agents. The City will release Contractor, its officers, directors, agents and employees,
contractors and subcontractors, from any and all claims, damages, obligations or liabilities that
may arise or result from the negligence or willful misconduct of the City, its officers, employees
and agents in the performance of this Agreement. The City's obligations under this Section 8.2
shall be reduced to the extent of the negligence or willful misconduct of Contractor or its officers,
directors, agents and employee, contractors or subcontractors. Nothing herein is intended as a
waiver of the provisions of the Colorado Governmental Immunity Act, Colo. Rev. Stat. Sec. 24-
10-101 et seq.
9. INTELLECTUAL PROPERTY INFRINGEMENT
Contractor shall pay costs and damages finally awarded in any suit brought by a third
party against the City to the extent based upon a finding that the design or construction of the
products and services as furnished and used strictly in accordance with this Agreement
infringes a United States copyright, trademark, patent or other intellectual property right,
provided that (i) the City promptly notifies Contractor of any charge of infringement, (ii) the City
fully cooperates with Contractor in assisting in the defense or settlement of such claim; and (iii)
Contractor is given the sole right at its expense to settle such charge and to defend or control
the defense of any suit based upon such charge. In addition, in the event the products are held
in such suit to be infringing or misappropriating or their use by the City is enjoined or limited in
any manner, Contractor shall at its expense, procure for the City the right to continue use of the
products, or replace or modify the same with an equivalent non -infringing product with
functionality substantially similar to the product it is replacing. Contractor shall have no
obligation hereunder with respect to claims, suits or proceedings, resulting from or related to, in
whole or in part, (i) the combination with, or modification of, the goods after delivery by
Contractor in ways not contemplated in the Agreement, or (ii) the use of the goods, or any part
thereof, in the practice of a process that was otherwise not contemplated in the Agreement.
10. LIMITATION OF LIABILITY
Notwithstanding anything contained herein to the contrary, except for either party's
obligations set forth in Section 8 herein, the total aggregate liability of either party to the other
party for any and all liability arising out of or in connection with this Agreement shall be limited to
M a I I
ACLARA
Aclara Technologies of ESCO
1.2. Contractor will deliver requirement 13.10.8.1, support the capability for the platform to function as
an OpenADR 2.0 Virtual Top Node (VTN), by January 2014.
1.3. Contractor will deliver requirement 13.10.8.4, support Zigbee SEP 2.0 protocol and message
structure within nine (9) months of full ratification and publication of documentation ZigBee SEP
2.0.
2. Web Portal Roadmap
2.1. Contractor will deliver support web portal requirement 13.4.13.4 for coincident peak rates in
December 2012.
2.2. Below is an overview of Contractor's anticipated Web Portal product roadmap through December
2014. Roadmap items other than support for coincident peak rates as set forth in Section 2.1
above are subject to change at Contractor's discretion.
2.2.1.January 2013 Release
2.2.1.1. Mobile platform and mobile application
2.2.1.2. New consumption based alerts Tiered consumption alert
2.2.2.March 2013 Release
2.2.2.1. Projected bill alert
2.2.2.2. Demand Response and other event driven or ad hoc alerts
2.2.2.3. Incorporate Calico Demand Response screens into user experience
2.2.2.4. Rate Comparison Calculator support for complex rates, conjunctive billing and
capacity reserve and multiple meters
2.2.3.June 2013 Release
2.2.3.1. Demand Response - Building Energy Assessment Module
2.2.3.2. User Interface Enhancements for all self-service applications — usability,
accessibility, visual design
2.2.4.September 2013 Release
2.2.4.1. New UI/UX for Customer Service Representative Module
2.2.5.December 2013 Release
2.2.5.1. Home Area Network Portal
2.2.6.June 2014 Release
2.2.6.1. User feedback
2.2.6.2. Competitions and rewards program
2.2.6.3. Social media interface
2 Confidential
WACLARA
AcIara Tech no ogies of ESCO
2.2.7.December 2014 Release
2.2.7.1. Data mining and analytics portal
2.2.7.2. AMI-based disaggregation and peer -comparison
2.2.7.3. Consumer segmentation and targeting
Confidential
Aclara-Fort Collins
Exhibit I
Identification of Non -City Personnel Accessing City Facilities
A. It is the purpose of this policy to establish guidelines for identification and
access control of contractors, vendors, and other visitors when such personnel are
making use of City facilities or grounds not designated for use by the public ("Non -Public
Areas"). Access control will enhance City building security, reduce possible loss of
property, and further meet the requirement for various federal preparedness assistance
(through grants, contracts, etc). Proper issuance and wearing of a badge allows the
badge wearer authorized access to Non -Public Areas. The absence of a badge indicates
that the non -City personnel are permitted access ONLY to public facility areas. Staff
must ask personnel observed to be in a Non -Public Area without a City -issued
identification badge if assistance is required and should direct that person to a location
to obtain assistance and a badge (if appropriate).
B. Public Meetings: This policy does not apply to portions of City facilities or
grounds that are routinely used by the public. Those personnel attending City programs
such as golf, cultural and recreation functions; Council and Board meetings, and other
public open meetings are not required to wear City -issued identification badges, unless
access to Non -Public Areas is necessary. If that is the case, then a City -issued
identification badge is required.
C. Badges:
Visitor: Personnel who need to access a Non -Public Area for one day
or less may be issued a Visitor's sign -out badge. Visitor's sign -out
badges may be issued from the public reception / administration office
at the facility being visited if visitors present a valid driver's license or a
picture ID. The Visitor sign -out badge is for use only during normal
building operating hours (typically Monday through Friday from S AM to
5 PM) and must be returned when leaving the facility. The issuer will log
the badge number, the time it is issued and returned along with visitor's
name and purpose of visit and other information deemed necessary by
the visited facility. The City employee that they are visiting must
accompany any and all visitors at all times that the visitor is in Non -
Public Areas. Visitor logs will be maintained and reviewed by
designated building staff to ensure visitors have checked out and that
badges are returned. These logs will be retained for 18 months.
2. Contractor / Vendor: Personnel that are employed by City contractors
or vendors and who require access to Non -Public Areas for less than
five days will be issued a temporary ID badge by the sponsoring
department. If greater than five days, a photo ID badge will be issued.
If a City contractor or vendor's employee needs non -escorted access
outside the facilities' normal office hours, such personnel must consent
in writing to and undergo a Colorado Department of Public Safety
(CDPS) criminal background check report prior to obtaining an ID
badge. Link - (www.cbirecordscheck.com). If a City contractor or
vendor's employee will be escorted by a City of Fort Collins employee
Aclara-Fort Collins
after normal hours at all times, a criminal background check is not
required. Contract managers may require criminal background checks
for contractors and vendors accessing Non -Public Areas during normal
business hours if access is required for those associated with positions
of trust as defined in the City's Personnel Policies. Additionally,
contractors that work in sensitive areas or with sensitive information,
even if they work only during normal hours, may be required to undergo
a criminal background check.
3. Photo ID badges: Where a person qualifies for a photo ID badge, the
photo ID badges will be issued by Operation Services Department at
300 LaPorte — building B. Contractors must sign a statement indicating
they have read and understand this policy and agree to abide by it prior
to being issued a badge. The following information must be provided to
the project manager or contract representative to obtain a badge:
a. Full name
b. Company name, job title, supervisor's name
C. City contact name
d. Purpose for access — i.e., work being done
e. Estimate length for access and hours of access.
D. ID Badges and Visitor sign -out badges are issued to specific individuals
only and are for the exclusive use of the named individual. They must not be loaned to
anyone. ID Badges must be worn in a manner that allows identification of the individual
by photographic image, name, position and title to be conspicuous to others while on
duty.
E. ID Badges and Visitor sign -out badges remain the property of the City.
Visitor logs will be maintained and reviewed by designated building staff to ensure
visitors have checked out and that badges are returned. Designated personnel will
maintain records for those contractors / vendors being issued longer -term badges. In the
event that a contractor, vendor, or other visitor does not return the ID Badge or Visitor
sign -out badge upon demand or at the completion of the contract, assignment, or visit
(as applicable) or if the badge is lost, the person will be required to pay a replacement
fee in an amount set by Operation Services. Such person will not be permitted to enter
Non -Public Areas of City facilities or grounds until a replacement badge is obtained.
F. An ID Badge will not be required of contractors who are working on City
facilities that are unoccupied prior to the City's formal acceptance of the facility from the
contractor. This exception is applicable only to new construction or major remodel of
unoccupied spaces.
G. City employees that do not have regular authorization to visit a Non -Public
Area are considered visitors under this policy. Depending on the facility, a visitor badge
may not be required if the visitor is wearing his or her City ID badge. However, such
employee must be sponsored and sign in when entering a Non -Public Area.
H. Utilities and Police access: These departments may also have specific facility
access/security policies that supplement or supersede this general administrative policy.
is
Aclara-Fort Collins
Exhibit J
Fort Collins AMFC Expense Guidelines
Lodging, Per Diem Meals and Incidentals and Other expenses:
December 19, 2011
Fort Collins Policy:
Lodging:
• Hotels will be reimbursed at $84/day provided the government rate is available. If
the government rate is not available, the best available rate shall be used and a
printout of the available rates at the time of the reservation provided as
documentation.
• Hotel taxes do not count to the $84 limit, i.e. the rate is $84 plus applicable taxes.
• Receipts are to be provided.
• Actual expense will apply
Meals and Incidentals:
In lieu of requiring expense receipts, Fort Collins will use Federal GSA Guidelines.
• Daily rate: $56
• Travel Days rate: 75% of $56 = $42
Vehicle Expenses:
• All costs related to rental vehicles (gas, parking, etc.) must be documented if they
are to be reimbursed. The standard for vehicle size is mid -size to lower.
If a private vehicle is used, mileage will be reimbursed using the mileage rate set
by the IRS. The most direct route is the standard for determining total mileage.
Extra Ordinary Cost
0 Prior authorization required.
Aclara-Fort Collins
Expenses Not Allowed
• Liquor, movies, or entertainment (including in -room movies);
• Sporting events;
• Laundry, dry-cleaning or shoe repair;
• Personal phone calls, including connection and long-distance fees;
• Computer connections (unless required for City business);
• Other personal expenses not directly related to City business;
• Convenience charges;
• Rescheduling Airline Charges not related to City requirements.
• Excessive meal tip amounts generally over 20%;
• Delivery fees shall not exceed 10% of the total bill, if not already included;
• Hotel Cleaning Tips;
• Extra Baggage for one day trips;
• Air Travel (when local);
• Items that are supplied by the City.
Time Frame for Reporting
• Per contract (every 30 days).
Reference:
The Federal GSA guidelines for Fort Collins are $84/day for hotel and $56 for meals and
incidentals (MME). (Incidentals are defined as 1) fees and tips given to porters, baggage
carriers, bellhops, hotel maids, stewards or stewardesses , and 2) transportation
between places of lodging or business and places where meals are taken). Hotel taxes
(i.e. lodging taxes) are not covered by per diem and are expensed as a separate line
item.
The MME is further broken down by:
• Breakfast: $9
• Lunch: $13
• Dinner: $29
• Incidentals: $5
Federal guidelines further provide for the use of 75% of the MME rate for travel days, i.e.
$42 for Fort Collins.
Fort Collins
Exhibit K
Fort Collins Building Access Policy
CITY OF FORT COLLINS UTILITIES POLICY
SUBJECT: Badge, Key Card and Fob Policy
INITIAL ADOPTION DATE:
SUBSEQUENT REVISION DATES:
EFFECTIVE PERIOD:
REVIEW SCHEDULE:
CANCELLATION:
ENCLOSURE:
REFERENCE:
Until Superseded
Annual
New Policy
City of Fort Collins Utilities
Light and Power
700 Wood Street
PO Box 580
Fort Collins, CO 80522
970.221.6700
970.221.6619 - fax
fcgov.com
PURPOSE: To establish a uniform policy for the distribution of employee, vendor/contractor
identification badges and key cards/fobs. This policy modifies section 8.23 of the City's
Administrative policies to reflect additional Utility Services requirements.
8.23 Employee Identification Badges [new section: 6/16/09]
To specify the City of Fort Collins' Utilities requirements for identification of employees,
vendors and contractors through the use of Identification ("ID) Badges. "ID Badges will
enhance City building security, reduce possible loss of property, and further meet the
requirement for the Cyber Security Plan and various Federal preparedness assistance (through
grants, contracts, etc.) The ID Badge may also serve as a security access card, which will allow
the employee, vendor and contractors access to designated buildings and/or offices — depending
on the employee's, vendors, and contractors position, or requirements. ID Badges may be used
as identification when requesting lodging while traveling on City business. The issuing and
wearing of an ID Badge identifies that the wearer has official and regular business at city
facilities or while contacting members of the public when in the field. The absence of the ID
Badge will indicate that the person should not have access to non-public areas of City facilities.
Staff is encouraged to ask those without an ID if assistance is required, direct that person to a
Fort Collins
location to obtain assistance and an ID Badge or notify a supervisor that someone is wandering
around a secured area in the building. Staff efforts should be viewed as presenting a user-
friendly environment in that visitors are quickly directed to their destination.
SCOPE: This procedure applies to all offices, departments, and divisions of the City of Fort
Collins Utilities.
RESPONSIBILITY: All departments are responsible for proper administration of this policy.
SPECIFIC REQUIREMENTS:
POLICY:
A. All employees will be issued the City's ID Badge upon showing proper personal
identification. ID Badges will be provided by Operations Services — Card Services. ID
Badges must be worn in a manner that allows identification of the employee, vendor or
contractor by photographic image, name, and title to be conspicuous to others. ID
Badges must be worn by all employees, vendor or contractors while on -duty and:
I. in City buildings,
2. on City grounds,
3. in City vehicles, and/or
4. interacting with the public
Employees, vendors or contractors forgetting or misplacing their ID Badge must obtain
and wear a temporary ID Badge at USC Front Office Desk. New employees, vendors or
contractors will be provided a "temporary" ID Badge and be issued a permanent badge
within the first week of their start date.
B. ID Badges are issued for the exclusive use of the named employee, vendor or contractor
and are not to be loaned to anyone.
C. Employees, vendors or contractors must notify the Utility Service Center (USC) Front
Desk, project coordinator, supervisor, or project manager of lost or stolen ID Badges
immediately. The employee, vendor or contractor will need an authorization letter from
his/her supervisor or project manager for the re -issue and will be charged $10.00 for the
first replacement and $25.00 for each subsequent replacement badge. If the employee
finds their lost badge and returns it to the USC Front Desk or Operations Services, the
employee, vendor or contractor will be credited back the replacement fee for the found
ID Badge. Failure to pay the charge may result in deductions from pay and disciplinary
action.
City of
Fort�lins
D. Supervisors, managers, and project coordinators will ensure that all employees, vendor or
contractors wear the ID Badge while on -duty and while in City buildings, on City
grounds and/or in City vehicles.
E. All Employees, Vendors or Contractors shall wear ID Badges separate from the building
access Key Card or fobs. In case of a lost key card or fob, it will be difficult to determine
what building the access card or fob belongs, enhancing the security/safety of employees
and Utility property.
F. Employees, Vendors or contractors must ensure ID Badges are updated to reflect current
information — such as name or position changes. There is no fee for such changes.
G. ID Badges, key cards, and/or fobs remain the property of the City and shall be
surrendered upon demand. Upon separation of employment, employees, vendors or
contractors shall turn in their ID Badges to their supervisor, manager, or project
coordinators who will then notify Operations Services and Utilities Health and Safety
Department for deactivation.
H. Any persons that are contracted by the Utility Department and are stationed or conduct
business in the Utility Service Center building 2-3 times a week will receive a photo ID
card. Contractor whose length of time is less than 1 month will receive a temporary
contractor's badge. This badge must be returned at the end of their contract. If an
extension is needed, a request must be submitted in writing to the main project
coordinator, supervisor or manager.
Contractors, Vendors, Volunteers, Visitors, and Guests. Employees supervising or
authorizing the use of non-public areas of City facilities or grounds by contractor
personnel, vendor personnel, visitors, guests or volunteers will ensure that they have been
issued and are displaying City —issued ID Badges or sign -out badges. Employees that
issue sign out badges must verify the recipients identity by checking their drivers license
or other government issued identification.
Requirements For City Issued Ids For Vendors And Contractors.
1. All vendors and contractors must supply a CDPS (Colorado Department of Public
Safety) investigation report, passing the criminal history and background check.
2. Upon passing the CDPS, a vendor/Contractor ID Card Information sheet must be
filled out by the project manager, supervisor, or coordinator. The following
information is required; Formal First Name, Last Name, Informal First Name (if
any), Middle Name (not required), Employee Company Name, Job Title, City
Contact Name and Contact Number, Vendor or Contractor Contact Name and
Contact Number, Hire Date, Years of Service, and Service Area/Department. The
filled in information card is sent to Operations Services with a copy retained by
the project manager, supervisor, or coordinator. Badge appointments are
coordinated by the project manager, supervisor, or coordinator with Operations
Services.
Fort Collins
3. All key cards/fobs activation requests are completed in writing/email to the Utility
Health & Safety department. The following information is required: Formal First
Name, Last Name, Employee Company Name, Job Title, City Contact Name and
Contact Number, Hire Date, Service Area/Department, and building access area.
4. All vendors and contractors that leave the project site for more than three
consecutive weeks must turn in their badges to the city project manager,
supervisor, or coordinator. The badge will be kept in a locked cabinet and kept
until the completion of the project. The badge will be returned to the vendor or
contract when service or employment is continued.
K. This policy does not apply to the public attending City -provided programs [i.e., golf,
cultural & recreational, council & board meetings, and other public meetings] unless
access is to be granted to non-public areas.
L. This policy is not applicable to:
1. Employees specifically excepted by a Service Area Director when deemed
necessary for valid business reasons.
2. Employees with job requirements that poise a risk to employee safety by wearing
the city badge, is at the supervisor's discretion.
Aclara-Fort Collins
the aggregate sum of payments made by the City to Contractor under this Agreement. In no
case shall either party shall be liable to the other under this Agreement for incidental, indirect,
special, punitive or consequential damages or for the loss of benefit, profit, revenue or data,
even if the party has been advised of the possibility of such damages. This provision shall
survive the termination or expiration of this Agreement.
11. RELATIONSHIP OF THE PARTIES; USE OF SUBCONTRACTORS
11.1 Independent Contractor. Contractor is an independent contractor, and nothing
contained herein shall be construed as constituting any relationship with the City other than that
of the City and an independent contractor, or as creating any relationship whatsoever between
the City and Contractor's employees. Neither Contractor nor any of its employees is or shall be
deemed an employee of the City.
11.2 Subcontractors. Contractor may not subcontract any of the Work set forth in the Exhibit A,
Statement of Work without the prior written consent of the city, which shall not be unreasonably
withheld. Contractor may, however, subcontract the Aclara DRMS work or other portions of the
Work by providing notice to the City of its intent to do so. If any of the Work is subcontracted
hereunder (with the consent of the City), then the following provisions shall apply: (a) the
subcontractor must be a reputable, qualified firm with an established record of successful
performance in its respective trade performing identical or substantially similar work, (b) the
subcontractor will be required to comply with all applicable terms of this Agreement, (c) the
subcontract 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, and (d) the work
of the subcontractor will be subject to inspection by the City to the same extent as the work of the
Contractor.
12. RIGHTS IN AND TO INFORMATION AND MATERIAL
All material and programs, whether written or readable by machine, prepared for or with
the City under this Agreement, will belong to and be the property of Contractor or Contractor's
suppliers and are under license to the City under the terms of the software license referenced in
this Agreement.
13. SOFTWARE LICENSE AND HOSTING
13.1 As part of any Work, requiring delivery of software products, the City shall enter into a
Software License Agreement and Maintenance Agreement with Contractor for the licensing,
hosting and maintenance of such software as set forth in Exhibits B and C respectively.
14. CONFIDENTIAL INFORMATION
14.1 Contractor Confidential Information. The City will not, without the prior written consent of
Contractor, disclose to any third party any Contractor Confidential Information, provided such
Contractor Confidential Information shall be identified or marked as confidential at the time of
disclosure. As used herein, Contractor Confidential Information includes, but is not limited to,
any information that relates to Contractor's research, development, trade secrets, proprietary
Fort Collins
Fort Collins Utilities SGIG Program Contractor's Badge, Key
Card and Fob Policy Acknowledgement Form
I acknowledge that I have received a copy of the Fort Collins Utilities Badge, Key Card and Fob
Policy. Compliance with this policy by contractors working for the Fort Collins Utilities is
important to help maintain security at Fort Collins Utilities facilities.
Accordingly, I will read the Fort Collins Utilities Badge, Key Card and Fob Policy, follow the
policy, and will contact Angel Anderson if I have any questions about the policy.
I understand failure to follow this policy may result in the revocation of my City contractors
badge and card keys or fobs.
Additionally, I acknowledge that the access provided to me by being issued a City ID badge, key
card or fob, may provide me access to confidential information. I acknowledge that my
company I am employed through, has executed a confidentiality and non -discloser agreement
with the City of Fort Collins as part of their contract with the City and/or Utilities and I am
bound to abide by the terms of that agreement.
Vendor Signature
Name (Print)
Date
Please sign and return this form to:.AngeC.Anderson
Light & Power .Administration &
Project Coordination
aanderson@fcqov.com
970.221.6799
CAY of
rt��ins
Exhibit L
City of Fort Collins VPN Policy
The City's Virtual Private Network (VPN) is a way to provide a safe and secure way for City
employees\outside approved vendors to access the City's internal network, from outside the
firewall.
VPN Request Form: Once you have determined that VPN is for you, fill out the VPN Request
Form and submit it to the City's MIS Department. Forms will be available in the MIS Department,
or you can contact 970-221-6791 and one will be sent to you. A copy of the VPN Request Form
is attached. Once complete, inter -office mail the signed form to MIS Helpdesk, or scan it and
email it to Helpdesk@fcgov.com .
VPN account creations may take up to 72 hours to process after the time the form is received.
Firewall: The City must maintain its current level of security for its network. Therefore, it is an
absolute necessity that a personal firewall be installed and maintained on the user's PC or laptop.
Failure to have an operational firewall can result is the VPN account being disabled or cancelled.
Account Maintenance: The MIS Department will be responsible for activating VPN accounts and
passwords. VPN accounts will be deactivated if any suspicious activity is detected from the
account or if it is determined that there is a potential risk to the security and integrity of the City's
network. If a VPN account is closed or discontinued, all parties named on the VPN Request From
will be notified.
Repairs/On-going Maintenance: Problems and questions regarding the VPN client need to be
directed to the MIS Service Desk at 970-221-6791. If for some reason the problem can not be
resolved over the phone, then the user may need to bring their PC or laptop to the MIS
Department for additional troubleshooting. In general, on -site support of the computer is not
available.
Password Rotation: The VPN log -in password will be changed every three months.
Costs: The VPN software will be provided at no cost by the MIS Department. Costs related to
additional software, internet connections, and hardware components are the responsibility of the
VPN user.
VPN Form
Name:
Company:
Telephone Number:
E-mail:
(Windows operating systems only, no other operating systems are supported)
I, , agree that my participation in the City's Virtual
Private Network (VPN) program is subject to the following conditions/restrictions:
1) The City is not responsible in any way for data loss or application issues that could result
from the installation of VPN.
2) The City reserves the right, at its sole discretion, to terminate VPN service without any
advance notice.
3) For security reasons VPN credentials used to access this service shall not be shared.
Passwords will be changed periodically.
4) The computer system utilizing the VPN software must have fully functioning, up-to-date
firewall protection.
5) Any suspicious activity identified from a VPN connection can be cause for termination of
service.
6) Any costs associated with getting VPN services are costs that the VPN user alone will
incur.
I have read, fully understand, and agree to the City of Fort Collins VPN Policy
Signature Date / /
Supervisor OR Sponsors Signature REQUIRED
Date / /
Additional Information for Vendor Access
If known, all applications/applicable TCP and UDP ports used:
Specific source and destination hosts IP address and name:
Direction, whether incoming or outgoing or both
Date needed.
Is this a permanent or temporary request?
If temporary, provide a termination date:
Describe the business need for this request:
Other:
Aclara- Fort Collins
EXHIBIT O
Change Order Procedure
Any change to this Agreement must be agreed to, in writing, by both parties. The following procedure
(whether requested by the City or Aclara) will be used to control all changes. All Requests For Change
("RFC") to the Agreement must be made in writing and shall be submitted by the appropriate Project
Manager. Each request should contain the following information:
• The requested change;
• The impact, if any, on the existing work product;
• Estimated impact, if any, on project schedule; and
• Estimated change, if any, in consulting fees.
The Project Manager shall review and accept or reject the RFC. If rejected, the RFC shall be returned to
the submitting party with written reasons for rejection and, as appropriate, any alternatives.
All accepted RFC's will be incorporated into the Change Order to this Agreement. Aclara will not perform
any Services outside of the Services to be performed under the Agreement until the RFC has been
signed by authorized representatives of each party.
1. Describe the requested change:
2. Define the impact, if any, on existing work product:
3. Define additional work product required as a result of the requested change, if any:
4. Define the impact, if any, to the existing Project schedule. Provide an updated Project schedule, if
appropriate.
Aclara- Fort Collins
5. Provide an updated work product and payment schedule, if appropriate.
Accepted By:
(Aclara)
Signature: SAMPLE
Name: SAMPLE
Accepted By:
(Licensee)
Signature: SAMPLE
Name: SAMPLE
Title: SAMPLE Title: SAMPLE
Date: SAMPLE Date: SAMPLE
Aclara-Fort Collins
products, end -user customer information (such as personal information, bill payment type or
status, utility usage), or business affairs, but does not include information that (i) is at the time of
its disclosure publicly known or becomes publicly known through no breach of the terms of this
Agreement; (ii) was already known by the receiving party at the time of disclosure; (iii) is lawfully
received from a third party not bound under a confidentiality agreement with either party.
The City may disclose Contractor Confidential Information if such information is required to be
disclosed pursuant to a legal, regulatory or judicial order or requirement (including disclosure
required pursuant to the Colorado Open Records Act, Colo. Rev. Stat. Sec. 24-72-201 et seq.)
provided the City shall promptly give Contractor notice of such order or requirement so that
Contractor may seek reversal, rescission or modification of such order or requirement. If
Contractor is successful in having such order or requirement reversed or rescinded prior to the
City's required compliance, no disclosure shall be made. If such order or requirement is
modified, disclosure shall only be made in accordance with such modified order or requirement.
Any Contractor Confidential Information disclosed by the City pursuant to this paragraph shall,
as between the City and Contractor, subject to the duties and obligations set forth in this Section
14.
A breach of this Section 14 will cause Contractor to suffer loss which will not be adequately
compensated for by damages, and in addition to damages in respect of any breach of this
Section 14, Contractor shall be entitled to seek equitable remedies (including, without limitation,
injunctive relief) in case of a breach or to prevent such a breach.
14.2 City Confidential Information. Contractor will comply with the provisions of Exhibit F,
"Confidentiality", attached and incorporated herein, regarding the confidentiality of City
information.
14.3 Security. Contractor must implement reasonable policies and procedures to detect,
prevent and mitigate the risk of identity theft. Further, Professional must take appropriate steps
to mitigate identity theft if it occurs with one or more of the City's covered accounts and must as
expeditiously as possible notify the City Utilities in writing of significant breaches of security or
incidents of identity theft.
15. NOTICES
All notices provided under this agreement shall be effective when mailed, postage
prepaid. Any notice required or permitted under this Agreement shall be in writing and shall be
sent by certified United States mail (return receipt requested), by guaranteed overnight delivery
or commercial courier, addressed to the respective party as follows:
To: Aclara Technologies LLC
Attention: Contracts Administration
945 Hornet Drive
Hazelwood, MO 63042
With a copy to:
ESCO Technologies Inc.
Attn: General Counsel
9900A Clayton Road
St. Louis, MO 63124