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HomeMy WebLinkAboutContracts & Agreements_234-2018 PS 1 I(9/11/18) AGREEMENT TO PERFORM PROFESSIONAL SERVICES This agreement for the provision of demand response energy management services ("Agreement") is made and entered in this 18th day of December, 2018 ("Effective Date"), by and between the City of Redlands, a municipal corporation ("City)" and Enersponse, Inc ("Consultant") City and Consultant are sometimes individually referred to herein as a "Party" and, together, as the "Parties" In consideration of the mutual promises contained herein, City and Consultant agree as follows ARTICLE 1 —ENGAGEMENT OF CONSULTANT 1.1 City hereby engages Consultant to provide demand response energy management services for City(the"Services") 12 The Services shall be performed by Consultant in a professional manner, and Consultant represents that it has the skill and the professional expertise necessary to provide the Services to City at a level of competency presently maintained by other practicing professional consultants in the industry providing like and similar types of Services ARTICLE 2—SERVICES OF CONSULTANT 2 1 The Services that Consultant shall perform are more particularly described in Exhibit "A," entitled "Scope of Services," which is attached hereto and incorporated herein by reference 22 Consultant shall comply with applicable federal, state and local laws and regulations in the performance of this Agreement including, but not limited to, State prevailing wage laws ARTICLE 3—RESPONSIBILITIES OF CITY 3 1 City shall make available to Consultant information in its possession that may assist Consultant in performing the Services 32 City designates Paul Toor, Municipal Utilities and Engineering Director, as City's representative with respect to performance of the Services, and such person shall have the authority to transmit instructions, receive information, interpret and define City's policies and decisions with respect to performance of the Services ARTICLE 4—PERFORMANCE OF SERVICES 41 Consultant shall perform and complete the Services in a prompt and diligent manner in accordance with the schedule set forth in Exhibit"B," entitled "Project Schedule," which is attached hereto and incorporated herein by reference L IcaldimlABreements\Enersponse Pro£essional.Services.PS I I doe I PS 1 1 (9/11118) 42 The term of this Agreement shall be for a period of three (3) years from the Effective Date of this Agreement (the "Initial Term") The City shall have the option to extend the Initial Term of this Agreement by two (2) one-year additional terms (each, an "Extended Term"), on the same terms and conditions, by providing written notice to Consultant at least thirty(30) days prior to the expiration of the Initial Term or any Extended Term 43 If Consultant's Services include deliverable electronic visual presentation materials, such materials shall be delivered in a form, and made available to the City, consistent with City Council adopted policy for the same It shall be the obligation of Consultant to obtain a copy of such policy from City staff ARTICLE 5 —PAYMENTS TO CONSULTANT 5 1 The total compensation for Consultant's performance of the Services is limited to Consultant's share of energy payments received from Southern California Edison for City's performance under this demand response program No payments shall be made by City to Consultant 52 Consultant shall make quarterly payments to City of City's share of all payments received by Consultant from Southern California Edison during the preceding quarter in connection with City's participation in the Program All Payments will be made within thirty(30) days of Consultant receipt of payment from the applicable utility 53 Any notice or other communication required, or which may be given, pursuant to this Agreement, shall be in writing Any such notice shall be deemed delivered (i) on the date of delivery in person, (ii) five (5) days after deposit in first class registered mail, with return receipt requested, (w) on the actual delivery date if deposited with an overnight courier, or (lv) on the date sent by facsimile, if confirmed with a copy sent contemporaneously by first class, certified, registered or express mail, in each case properly posted and fully prepaid to the appropriate address set forth below, or such other address as a Party may provide notice in accordance with this section City Consultant City Clerk James McPhail, Chief Executive Officer City of Redlands Enersponse, Inc 35 Cajon Street 2901 West Coast Highway P O Box 3005 (mailing) Newport Beach, CA 92663 Redlands, CA 92373 jmephaiI@enersponse com (949) 829-3901 ARTICLE 6—INSURANCE AND INDEMNIFICATION 61 The following insurance coverage required by this Agreement shall be maintained by Consultant for the duration of its performance of the Services Consultant shall not perform any Services unless and until the required insurance listed below is obtained by Consultant Consultant shall provide City with certificates of insurance and endorsements L 1ca\djmlAgreements\Enessponse Professional Services.PS I i doe 2 PS i >(9»1n8) evidencing such insurance prior to commencement of the Services Insurance policies shall include a provision prohibiting cancellation or modification of the policy except upon thirty (30) days prior written notice to City A Workers' Compensation and Employer's Liability insurance in the amount that meets statutory requirements with an insurance carrier acceptable to City, or certification to City that Consultant is self-insured or exempt from the workers' compensation laws of the State of California Consultant shall execute and provide City with Exhibit"C" entitled "Workers' Compensation Insurance Certification," which is attached hereto and incorporated herein by this reference prior to performance of the Services B Comprehensive General Liability insurance with carriers acceptable to City in the minimum amount of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) aggregate, for public liability, property damage and personal injury is required. City shall be named as an additional insured and such insurance shall be primary and non-contributing to any insurance or self-insurance maintained by City C Business Auto Liability coverage, with minimum limits of One Million Dollars ($1,000,000) per occurrence, combined single limit bodily injury liability and property damage liability This coverage shall include all Consultant owned vehicles used in connection with Consultant's provision of the Services, hired and non-owned vehicles, and employee non-ownership vehicles City shall be named as an additional insured and such insurance shall be primary and non-contributing to any insurance or self-insurance maintained by City 62 Consultant shall defend, indemnify and hold harmless City and its elected officials, employees and agents from and against any and all claims, losses or liability, including attorneys' fees, arising from injury or death to persons or damage to property occasioned by any negligent act or omission by, or the willful misconduct of, Consultant, or its officers, employees and agents in performing the Services ARTICLE 7—CONFLICTS OF INTEREST 71 Consultant covenants and represents that it does not have any investment or interest in any real property that may be the subject of this Agreement or any other source of income, interest in real property or investment that would be affected in any manner or degree by the performance of Consultant's Services Consultant further covenants and represents that in the performance of its duties hereunder, no person having any such interest shall perform any Services under this Agreement 72 Consultant agrees it is not a designated employee within the meaning of the Political Reform Act because Consultant A Does not make a governmental decision whether to L 1caAm\Agrcemen€s\Enersponse Professional Services.PS i i doe 3 Ps I 1(9/11/18) (i) approve a rate,rule or regulation, or adopt or enforce a City law, (ii) issue, deny, suspend or revoke any City permit, license, application, certification, approval, order or similar authorization or entitlement; (ui) authorize City to enter into,modify or renew a contract, (iv) grant City approval to a contract that requires City approval and to which City is a party, or to the specifications for such a contract, (v) grant City approval to a plan, design, report, study or similar item, (vi) adopt, or grant City approval of, policies, standards or guidelines for City or for any subdivision thereof B Does not serve in a staff capacity with City and in that capacity, participate in making a governmental decision or otherwise perform the same or substantially the same duties for City that would otherwise be performed by an individual holding a position specified in City's Conflict of Interest Code under Government Code section 87302 73 In the event City determines that Consultant must disclose its financial interests, Consultant shall complete and file a Fair Political Practices Commission Form. 700, Statement of Economic Interests, with the City Clerk's office pursuant to the written instructions provided by the City Clerk ARTICLE 8--GENERAL CONSIDERATIONS 8 1 In the event any action is commenced to enforce or interpret any of the terms or conditions of this Agreement the prevailing Party shall, in addition to any costs and other relief, be entitled to the recovery of its reasonable attorneys' fees, including fees for the use of in-house counsel by a Party 82 Consultant shall not assign any of the Services, except with the prior written approval of City and in strict compliance with the terms and conditions of this Agreement Any assignment or attempted assignment without such prior written consent may, in the sole discretion of City, results in City's immediate termination of this Agreement 83 Consultant is for all purposes under this Agreement an independent contractor and shall perform the Services as an independent contractor. Neither City nor its agents shall have control over the conduct of Consultant or Consultant's employees, except as herein set forth Consultant shall supply all necessary tools and instrumentalities required to perform the Services Assigned personnel employed by Consultant are for its account only, and in no event shall Consultant or personnel retained by it be deemed to have been employed by City or engaged by City for the account of, or on behalf of City Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent, nor shall Consultant have any authority, express or implied, to bind City to any obligation 84 This Agreement may be terminated by City, in its sole discretion, by providing not less than five (5) days prior written notice to Consultant of City's intent to terminate If this L lealdJm\Agreemen0Enersponse Profe5510nal.Servtces.PS 1 I doe 4 Ps l 1(9/11l18) Agreement is terminated by City, an adjustment to Consultant's compensation shall be made, but (1) no amount shall be allowed for anticipated profit or unperformed Services, and (2) any payment due Consultant at the time of termination may be adjusted to the extent of any additional costs to City occasioned by any default by Consultant Upon receipt of a termination notice, Consultant shall immediately discontinue its provision of the Services and, within five (5) days of the date of the termination notice, deliver or otherwise make available to City, copies (in both hard copy and electronic form, where applicable) of protect related data, design calculations, drawings, specifications, reports, estimates, summaries and such other information and materials as may have been accumulated by Consultant in performing the Services Consultant shall be compensated on a pro-rata basis for Services completed up to the date of termination 8 5 Consultant shall maintain books, ledgers, invoices, accounts and other records and documents evidencing costs and expenses related to the Services for a period of three (3) years, or for any longer period required by law Such books shall be available at reasonable times for examination by City at the office of Consultant 86 This Agreement, including the Exhibits incorporated herein by reference, represents the entire agreement and understanding between the Parties as to the matters contained herein, and any prior negotiations, written proposals or verbal agreements relating to such matters are superseded by this Agreement Except as otherwise provided for herein, any amendment to this Agreement shall be in writing, approved by City and signed by City and Consultant 87 This Agreement shall be governed by and construed in accordance with the Iaws of the State of California 88 If one or more of the sentences, clauses, paragraphs or sections contained in this Agreement is declared invalid, void or unenforceable by a court of competent jurisdiction, the same shall be deemed severable from the remainder of this Agreement and shall not affect, impair or invalidate the remaining sentences, clauses, paragraphs or sections contained herein, unless to do so would deprive a Party of a material benefit of its bargain under this Agreement L 1caldyn\Agreements\Enersponse Professional Services.PS 1 i doe 5 Ps i 1(9/11/18) IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have signed in confirmation of this Agreement CITY OF REDLANDS ENERSPONSE, INC By �L4SbBy wydr, City-of Redlands i sN4CPbail, Chief Executive Officer Attest 4'�',, 4 4.�-,— ne Donaldson, City Clerk L-1caAmlAgreementsTnersponse Professional.ServicesTS-1 i doe 6 PS 1 1(9/11/18) EXHIBIT "A" SCOPE OF SERVICES Consultant will develop demand response plans, execute demand response events, support customer in real-time during demand response events, provide reporting on City's event performance and reconcile payments Tasks shall include but not be limited to CAPACITY AND PAYMENTS I Nominated and Delivered Capacity City and Consultant understand that any capacity identified ("Nominated Capacity") is the best estimate of performance and the average kW reduction during event hours ("Delivered Capacity") may vary City and Consultant agree to adjust Nominated Capacity based on actual performance, changes in facility operations, and/or other relevant information 2 Capacity Price. City's capacity pace will vary by month, and by utility program option, equal to $50 per kW/year 3 Capacity Payment Calculation In months when one or more events are called, performance will be evaluated in each hour, and payments will be prorated accordingly For example, if Delivered Site/Meter Capacity is 92% for an hour in July, payment for this hour would be 92% of the prorated hourly Capacity Price If Delivered Capacity falls below 80%of Nominated Capacity, City will forego Capacity Payment for that hour 4 Energy Payment Consultant will pay City $0 30 per kWh of all energy reduced for Demand Response Events 5 Payment Timing. Consultant shall make quarterly payments to City of City's share of all payments received by Consultant from Southern California Edison during the preceding quarter in connection with City's participation in the Program All Payments will be made within thirty(30) days of Consultant receipt of payment from the applicable utility 6 Term Consultant shall not be obligated to make any payments to City hereundei until final acceptance by Southern California Edison of enrollment of City's Capacity in the Program 7 Program CostslPenalties. Consultant shall be responsible for all costs/penalties associated with demand response participation,regardless of fault PROGRAM PARAMETERS(PER CPUC CBP PROGRAM REQUIREMENTS) I Events may only occur non-holiday weekdays between, I p m and 9 p m 2 Event Duration Events may last 1,2,3,4,5,6,7 and no more than 8 hours 3 Maximum Events per day 1 4 Maximum Events per Month 5 5 Event Notification 23 Hours 6 Fees or Penalties for non/under-performance None PERIOD OF PERFORMANCE The period of performance for the Demand Response Program will be ycai-round, I p m , 9 p m , Monday through Friday, excluding holidays i,lcaldjrn\Agrcements\Enersponse Professional Services.PS 1 1 doe 7 Ps I 1(9/11/18) Project includes the following sites (subject to change) Service Acct# Iservice Address Common Name Partici to in DR? Auto or Manual? 1117744 3521 PLANT East Lugoina 4 Well Yes Manual 1121938 3702 PLANT C-8 Ward Way Reservoir/Boosters(2381,2381) Yes Auto 1161144 1801 PLANT Well 36 Yes Auto 12452438 1900 CHURCH ST PMP Church St Well Yes Auto 1267844 975 PARKFORD DR Well 16 Yes Manual 12750927 11500AMErHYSTST PUMP East Lugoma 6 Well Yes Manual 1342855 2224PLANT Mentone2Well Yes Auto 1376268 1201 ROOSEVELT ROAD Ford Park Boosters(1723 1724) Yes Auto 1376269 955 PARKFORD DR WTR HAWC Boosters(1720,1721,1722,2174,2176,2177) Yes Auto 1376296 17055MILEY HEIGHTS DRIVE WTR Smiley Heights Reservoir/Boosters(1783 1794) Yes Auto 1376345 3528 PLANT L3 Madeira Well Yes Auto 1376358 13322PLANT Agate 1 Well Yes Manual 1376359 1261CRAFTON AVE PUMP Crafton Well Yes Manual 1376376 3410 PLANT H 4 5th Ave Reservoir/Boosters(2131,2132,2310,2311) Yes Auto 14549141 2551 MILL CREEK RD PMP East Lugonia 3 Well Yes Manual 17870347 1641 FORD ST Redlands Heights Well Yes Manual 3798461 811 W PENNSYLVANIA AVE PMP Well31A Yes Manual 4513551 90 NEVADA PMP Well 38 Yes Auto 18297962 71 S IOWA ST(PUMP) Well 39 Yes Auto 1376292 3003 PLANT Dearborn Pump Plant(1761,1931) Yes Auto 1115443 1409 TEXAS ST(WTR) Texas St P u mpi ng(1550,1551,1552,1553) Yes Auto 1376355 415 E SUNSET DR N(WTR) South Av Boosters(1927,1928,2124,2125,2126) Yes Auto 22715292 24120RANGEST IN Orange Wells(#land#2) Yes Auto 1376342 11580AGATE JAgate#2(Boosters1951,1952,1953) Yes Manual WORK REQUIREMENTS As part of the Demand Response (DR) Energy Management Project, Enersponse will be responsible for performing tasks throughout various stages of this project The following is a list of these tasks which will result in the successful completion of this project Kickoff - Enersponse to provide project overview for The City's project team - Review list of City's sites for potential Demand Response participation - Enersponse to provide site list with meeting notes to Water Operations Supervisor Establish Curtailment Plan - The City to indicate which sites will be able to participate in Demand Response - The City to include whether or not sites currently have automation - The City to include whether or not sites have SCADA work/upgrades planned - If SCADA work/upgrades are planned, The City to include approximate costs Account Enrollment - Enersponse will provide enrollment forms for Demand Response accounts - The City will need to sign and return enrollment form to Enersponse - Enersponse will process enrollment form through Southern California Edison Account Nominations L 1ca1d1m1Agreements\Enersponse Professional Servlces.PS 1 1 doc 8 PS 1 1(9/11/18) - Enersponse will nominate the Demand Response accounts - Nominations occur monthly, 10 days prior to the start of the following month - The City may adjust nominations monthly, depending on operational conditions Demand Response Event Management - The City to provide email addresses that would like to be notified of DR Events - Enersponse will send test notification email to all email recipients - Enersponse will notify the City of potential events based on weather patterns - Enersponse will provide advance DR Event notification of, at a minimum, 23 hours Demand Response Program Payments - Enersponse will provide quarterly performance and settlement statements - Enersponse will provide quarterly program payments within 45 days of each quarter ending SCADA Incentives Application - The City will provide Enersponse with estimated labor and equipment SCADA costs - Enersponse will prepare sperate SOW for the Southern California Edison application - Enersponse will provide the City with a completed application for signature - Enersponse will submit the SOW with the completed and signed application SCADA Incentives Management - Enersponse will collect SCADA invoices as work is completed - Enersponse will provide periodic project status updates to SCE SCADA Incentive Payment Processing - Enersponse will schedule Measurement&Verification testing with SCE SCE will provide Measurement&Verification results, confirming DR participation Enersponse will provide Technical Coordination with SCE Enersponse will provide SCADA Invoice Summary&Installation Report to The City The City will need to sign/confirm the Invoice Summary& Installation Report SCE will issue rebate payment to the City L 1caAm\Agreementsll nersponse Professional.ServicesTS 1 1 doe 9 PS 1 1 (9/11/18) EXHIBIT 11B11 PROJECT SCHEDULE The below list consists of the initial milestones identified for the Demand Response Energy Management Project The term of this Agreement shall be for a period of three (3) years from the Effective Date of this Agreement The City shall have the option to extend the Initial Term of this Agreement by two (2) one-year additional terms, on the salve terms and conditions, by providing written notice to Consultant at least thirty (30)days prior to the expiration of the Initial Term or any Extended Term. Following completion of these initial milestones, participation in the demand response program will continue with participation in demand response events and receipt of quarterly payments Account Enrollment January 7—January 20, 2019 Account Nominations January 21 —January 27, 2019 Demand Response Event Management February 1,2019—End of Term. Demand Response Program Payments Quarterly—End of Term SCADA Incentives Application June 2019* SCADA Incentives Management June 2019—June 2020* SCADA Incentive Payment Processing July 2020* *Subject to initiation by City staff to align with City SCADA project L 1ca1djm\AgrecmentslEnersponse Professtonal Services.PS 1 1 doc 10 P5-1 1(9/11118} EXHIBIT „C„ WORKERS' COMPENSATION INSURANCE CERTIFICATION Every employer, except the State, shall secure the payment of compensation in one or more of the following ways (a) By being insured against liability to pay compensation by one or more insurers duly authorized to write compensation insurance in this State (b) By securing from the Director of Industrial Relations, a certificate of consent to self-insure, either as an individual employer, or as one employer in a group of employers, which may be given upon furnishing proof satisfactory to the Director of Industrial Relations of ability to self-insure and to pay any compensation that may become due to his or her employees CHECK ONE I am aware of the provisions of Section 3700 of the Labor Code which requires every employer to be insured against liability for Workers' Compensation or to undertake self- insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the work and activities required or permitted under this Agreement (Labor Code §1861) I affirm that at all times, in performing the work and activities required or permitted under his Agreement, I shall not employ any person in any manner such that I become subject to the workers' compensation laws of California However, at any time, if I employ any person such that I become subject to the workers' compensation laws of California, immediately I shall provide the City with a certificate of consent to self-insure, or a certification of workers' compensation insurance I certify under penalty of perjury under the laws of the State of California that the information and representations made in this certificate are true and correct Enersponse, Inc Date /2/,f la o r g By es McPhail, Chief Executive Officer L Icaldjm\Agreements\Enersponse Professional.services.PS 1 1 doc I I