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HomeMy WebLinkAbout506424 EXERGY CORPORATION - CONTRACT - AGREEMENT MISC - EXCERGY CORPORATIONCOLLABORATIVE RESEARCH AND DEVELOPMENT AGREEMENT This Collaborative Research and Development Agreement (“Agreement”) effective as of the 16 th day of September, 2015, by and between the City of Fort Collins, a municipal corporation, hereinafter referred to as the “City”, and Excergy Corporation (supported by Paleon Solutions Inc.), hereinafter referred to as “Excergy”. WHEREAS, on September 1, 2012, the parties entered into a Professional Services Agreement associated with Fort Collins RFP # 7414 to facilitate City management and use of electronic utility customer consumption data; and WHEREAS, Excergy is developing a solution to better utilize advanced metering infrastructure (AMI) data to support utility decision-making for operations, asset management, energy efficiency, and customer engagement-- the “Data Cube”; and WHEREAS, in the course of performing under the Professional Services Agreement, Excergy employed a portion of the Data Cube functionality, enabling the parties to realize mutual benefits associated with continued use and further collaborative development of the full Data Cube functionality; and WHEREAS, the parties desire to formalize their collaboration to further develop the Data Cube as a commercial tool to manage and analyze municipal utility data. NOW, THEREFORE, the undersigned parties hereto agree as follows: I. Statement of Objectives. A. Purpose. Develop, test, and evaluate a software configuration for analyzing utility advanced metering infrastructure data to enhance access, timeliness and efficacy of municipal electric utility operational decision-making. B. Benefits to parties. 1. City of Fort Collins: a. The AMI data provided by the Data Cube is substantially greater in quantity and value than prior data obtained via standard non-reconfigurable reports. b. Working in collaboration with Excergy, the City has had a voice in guiding the development and configuration of enhanced reporting of metrics on AMI System Performance, and ad-hoc query access to the Data Cube (via Microsoft Excel). 2. Excergy Corporation and Paleon Solutions Inc.: a. Further development of the Data Cube for broad commercial application relies upon testing functionality in a live utility application with actual utility AMI data. DocuSign Envelope ID: 83FDA41C-B2E5-4F11-AF35-657E9C6BDC00 b. The collaborative relationship with the City supports a more complete discussion and understanding of requested applications, intended uses and results desirable in the market. c. There is market value to Excergy in being able to deploy the Data Cube application utilizing the City’s data and collaborating with the City to identify marketable enhancements. II. Statement of Work. A. Excergy. 1. Excergy agrees to provide the City access and use of the Data Cube. 2. Excergy will support a Data Cube application for the City to provide: (a) Report(s) providing metrics on AMI System Performance, and (b) Access to the Data Warehouse (via Microsoft Excel) to a core City user group for purposes of data analytics. 3. Core functionality and reporting as described below will be provided to the City at no charge: (a) AMI Metrics Reporting (as exists today) (b) Transformer Reporting (as exists today) (c) Spatial Display (as exists today) (d) Access to the SQL Server Analysis Services OLAP Cube for a core City user group (as exists today – up to 20 users) 4. Enhanced functionality and unique customization to source code or system architecture with no commercial value to Excergy are outside the scope of this Agreement. Such change requests by the City will be evaluated by Excergy on a case- by-case basis. Any such approved requests may be completed by Excergy based on hourly rates stated in the Professional Services Agreement under a separate Work Order to that agreement. 5. Data Cube ongoing costs, which are currently paid by Excergy under the Professional Services Agreement, are dependent on the Microsoft, ESRI and Amazon Hosting Services pricing models under that agreement. If the underlying costs to supply the Data Cube as described herein increase more than 20% during the term of this Agreement, Excergy reserves the right to request reimbursement from City to cover such additional monthly costs, or cancel the agreement with 30 days’ notice in the event the City elects not to reimburse Excergy for such additional monthly costs. The professional service hourly rate structure described in the Professional Services Agreement is incorporated herein by reference as the rate structure applicable for this Agreement. Such rate structure shall continue to apply during the term of this Agreement, without regard to expiration or termination of the Professional Services Agreement. DocuSign Envelope ID: 83FDA41C-B2E5-4F11-AF35-657E9C6BDC00 B. City: 1. Subject to City policies and the City’s sole discretion, the parties may engage in certain Data Cube market place communications according to the following guidelines; all presentations, publications, website content and other materials shall be subject to the City’s prior review and written approval: (a) References – The City will respond to a reasonable number of reference verifications. (b) Presentations – The City will participate in shared presentations concerning the Data Cube with Excergy. Such presentations will not endorse the Data Cube, but may state or display the solution name on at least one slide, (for example an “Architecture” or “Technology component” slide). This would be used to only state that the City has the platform used to support the topic of discussion. (c) Publications – The City in conjunction with Excergy will participate in requests from Utility Publications on how (for example) Smart Grid Analytics has been used and select use cases. (d) Website – Product website may list City as a customer and include a brief description of services provided to the City. 2. Notwithstanding the foregoing, City policies generally prohibit the City from endorsing or recommending any commercial products or services; however, the City may discuss its experience, its use and functionality of the Data Cube. Further it is understood that the City’s discussion of its experience, its use and functionality of the Data Cube is of value to Excergy in this Agreement. C. Project Term The period of this Agreement is from October 1, 2015 to September 30, 2020, subject to optional one year extensions up to a total of ten (10) years from the date of execution. The parties reserve the right to terminate this Agreement upon ninety (90) days written notification to the other party. An additional ninety (90) day extension shall be available at the City’s discretion subject to the City reimbursing Excergy for the City’s share of hosting expenses for that additional ninety (90) day extension. III. General Provisions A. License Excergy hereby grants the City a non-exclusive, royalty-free, temporary license to use the Data Cube including upgrades, enhancements and any derivative product (the “License”) during the term of this Agreement. Excergy represents and warrants it is an author and/or legal distributor of the Data Cube, and has secured appropriate legal rights to grant the City the license described herein. B. Notices Any notice given under this Agreement will be in writing and will be deemed given (a) when delivered personally; (b) three (3) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (c) two (2) days after deposit DocuSign Envelope ID: 83FDA41C-B2E5-4F11-AF35-657E9C6BDC00 with a commercial overnight carrier with confirmed verification of receipt. All communications will be sent to the addresses set forth below or to such other address as may be designated by a party in writing pursuant to this Section: City: Fort Collins Utilities ATTN: Kraig Bader 700 Wood Street P.O. Box 580 Fort Collins, CO 80521 Excergy Corporation ATTN: Kyle Peart 3773 Cherry Creek North Drive Suite 757, Denver CO 80209] C. Privileged and Confidential information 1. Confidentiality. 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 parties or their employees, customers or suppliers, which access is related to the collaborative development to which the parties agree to herein, the parties hereby acknowledge and agree that information either party has or will come into its possession or knowledge in connection with the collaboration described herein may be confidential and/or proprietary. Parties agree to treat as confidential (a) all information that is owned by either party, or that relates to the business of either party, or that is used by either party 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). Neither party shall disclose any such information to any person not having a legitimate need-to-know for purposes authorized by the disclosing party, or as may be required by law. Further, neither party may use such information to obtain any economic or other benefit for itself, nor any third party, except as may be specifically authorized by the disclosing party. 2. Red Flags. The Parties agree to implement reasonable policies and procedures to detect, prevent and mitigate the risk of identity theft in compliance with the Identity Theft Red Flags Rules found at 16 Code of Federal Regulations part 681. Further, the parties agree to take appropriate steps to mitigate identity theft if it occurs with one or more of the City’s covered accounts to which Excergy has access, and must as expeditiously as possible notify the other party in writing of significant breeches of security or Red Flags to the City. D. Public Appropriation. To the extent this Agreement or any provision in it constitutes a multiple fiscal year debt or financial obligation of the City, it shall be subject to annual appropriation by City Council as required in Article V, Section 8(b) of the City Charter, City Code Section 8- 186, and Article X, Section 20 of the Colorado Constitution. The City shall have no obligation to continue this Agreement in any fiscal year for which no such supporting appropriation has been made. DocuSign Envelope ID: 83FDA41C-B2E5-4F11-AF35-657E9C6BDC00 E. Relationship of Parties. The Parties will each have sole control over the work performed by their own personnel under this Agreement. Each of the parties is an independent contractor, and none of the parties intend that any agency, joint venture or partnership relationship will be created between or among them by this Agreement, except as set forth herein. Nothing in this Agreement will be construed as authorization for any party to this Agreement to act as agent for any other party. F. Entire Agreement. This Agreement and the attachments hereto embody the entire understanding of the parties and will supersede all previous or contemporaneous communications, verbal or written, between or among the parties relating to this Agreement. No modification, alteration or amendment will be effective unless confirmed in writing signed by an authorized representative of each party (as applicable). G. Assignment. This Agreement may not be assigned by any party without the prior written consent of the other party, which consent will not be unreasonably withheld. H. Resolution of disputes. The parties to this Agreement agree that if any of the terms herein are subject to questions of intent or interpretation or if the parties identify other issues that are not addressed in this Agreement, they will enter into good faith negotiations to resolve any such issues. Resolution of any such issues will be confirmed by a written amendment to this Agreement. DocuSign Envelope ID: 83FDA41C-B2E5-4F11-AF35-657E9C6BDC00 IN WITNESS WHEREOF, the parties hereto have executed this Agreement. CITY OF FORT COLLINS, COLORADO a Colorado municipal corporation By: _____________________________ Kevin Gertig, Utilities Executive Director ATTEST: City Clerk Approved as to form: Assistant City Attorney EXCERGY CORPORATION By: _____________________________ Jim Ketchledge, CEO & President DocuSign Envelope ID: 83FDA41C-B2E5-4F11-AF35-657E9C6BDC00