HomeMy WebLinkAbout2006-146 Contract - Portland Energy Conservation
DESCRIPTION OF SERVICES:
In the "Savings with a Twist" (SWAT) promotion, the City of Ashland will
be buying down the cost of energy-efficient compact fluorescent light bulbs
(CFL' s) to provide our electric utility customers with "... the highest quality
lighting at a low price through multiple retail channels, focusing on reaching
.. ..smaller markets."
Launched by the Northwest Energy Efficiency Alliance ENERGY STAR
Consumer Products Program, the City will pay $1.60 to Portland Energy
Conservation, Inc. per CFL purchased from local participating retailers. In
turn, the City will be able to claim credits under Bonneville Power
Administration's Conservation Rate Credit or be reimbursed at $2.50 per
CFL under the Conservation Acquisition Agreement.
\...
Savings with a Twist CFL Buy-down Promotion Agreement
August 1, 2006
1. Service Contract
This Agreement is made and entered into by and between City of Ashland, the Client, and
Portland Energy Conservation, Inc, (PECI), the Consultant, listed below for specified services
provided by the Consultant to the Client This Agreement shall remain in force only for the
duration of the penod specified below, unless extended in accordance with this Agreement
(Term), All obligations incurred under this Agreement shall survive the Term until satisfied,
Pro'ect Name
Contract Period
Savin s with a Twist Bu -down Promotion
Au ust 1, 2006 - December 31, 2006
Ci of Ashland
Cath Cartmill
541-552-2063
20 E Main St
Ashland, OR 97520
Portland Ene~ Conservation, Inc.
503.248.4636
1400 SW 5 Ave, #700
Portland, Ore on 97201
93-0770824
2. Term
The term of this Agreement (Term) shall commence on the August 1, 2006 and continue
in effect until December 31,2006, unless the Parties agree in writing to extend the
Term, or unless this Agreement is earlier terminated in accordance with the Early
Termination provisions below.
3. Services
This Agreement covers the services specified in Attachment A Scope of Work, which is
hereby included and made a part of this Agreement. The Consultant agrees to perform
the services specified in Attachment A in the manner and within the time specified
therein. Except as expressly provided elsewhere in this Agreement, any and all
modifications or revisions to Attachment A (including, but not necessarily limited to,
additions, deletions and extensions) must be in writing and signed by both parties.
4. Billing and Payment
The Consultant shall be compensated by City of Ashland for the performance of those
services described in Attachment A, which is hereby included and made a part of this
Agreement.
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To ensure payment within 30 days after receipt by City of Ashland, the invoice for each
month must be submitted to City of Ashland within 10 days of receipt of retail sales data
by PECI for the month prior.
Submit all invoices to:
Attn: Cathy Cartmill
City of Ashland
20 E Main St
Ashland, OR 97520
5. Documentation
The Consultant shall maintain records documenting all fees and expenses in excess of
$5.00, incurred either by Consultant or any subcontractor of Consultant in the
performance of this Agreement. During regular business hours and upon' reasonable
notice, City of Ashland, or its designee, shall have the right to inspect and audit all
records required to be maintained under this Agreement.
6. Insurance
The Consultant, and any subcontractor engaged by Consultant in its performance of this
Agreement, shall carry and maintain fully paid commercial general liability, automobile
liability and workers compensation insurance. All policies shall be written only by
insurers admitted to do business in Oregon and having a rating of at least "A" and a
financial rating of at least ""VIII" on the most current edition of Best's Key Rating Guide
or comparable rating by another generally recognized rating agency. All policies shall
be endorsed to (a) specify City of Ashland as an additional insured to the full extent of
its right to indemnification under this Agreement, and (b) provide that City of Ashland
shall be given no less than thirty (30) days advance written notice of cancellation or
material change in coverage. Certificates of insurance shall be sent to City of Ashland
before work begins.
1. Consultant shall obtain the following minimum insurance coverage
("Required Insurance") prior to the Effective Date, at its expense, and keep the
Required Insurances in effect during the Term (except with respect to
Professional Liability Insurance, when they shall be kept in effect for a period of
the Term plus two years):
2. Workers' Compensation Insurance in compliance with statutory
requirements;
3. Commercial General Liability Insurance (including contractual liability), on
an occurrence basis, with not less than $1,000,000 per occurrence for bodily
injury and property damage liability, with an annual aggregate limit of $2,000,000;
4. Professional Liability Insurance, including errors and omissions coverage,
with a per occurrence' and aggregate limit of not less than $1,000,000, to protect
against all loss suffered by City of Ashland or third parties, including financial and
consequential loss, caused by error, omission, or negligent acts related to
provision of the Services;
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5. Commercial Automobile Liability Insurance, with a combined single limit,
or the equivalent of not less than $1,000,000 per occurrence, for bodily injury and
property damage with respect to Consultant's vehicles, whether owned, hired, or
non-owned, assigned to, or used by Consultant in connection with the Services;
and
6. Umbrella coverage in excess of the Workers' Compensation Coverage B
(Employers' Liability), Commercial General Liability, and Commercial Automobile
Liability insurances specified above of not less than $5,000,000.
The Required Insurances shall be with insurance companies admitted to do business in
the state of Oregon and rated "A" or better by Best's Insurance Rating. Consultant shall
furnish City of Ashland with certificates of insurance for each of the Required
Insurances.
The Commercial General Liability, Commercial Automobile. Liability, and Umbrella
Coverage shall (i) name City of Ashland, its directors, officers, and employees, as
additional insured, (ii) provide that it is primary insurance with respect to the interests of
City of Ashland and that any insurance maintained by City of Ashland is excess and not
contributory, (iii) include a cross-liability and severability of interest clause, and (iv) shall
include coverage for Hazardous Substances.
In the event Contractor fails to maintain, or require its subcontractors to maintain,
insurance policies incompliance with this provision, City of Ashland may in its discretion
either purchase such insurance coverage and charge the premium to Contractor or treat
such failure as an event of default by Contractor and terminate this Agreement for
breach of contract.
7. Governing Law, Venue and Attorney's Fees
The laws of the State of Oregon shall govern this agreement. Exclusive venue in case
legal suit or action is instituted to enforce compliance with any terms, covenants, or
conditions of this agreement shall lie in Jackson County, Oregon. Both parties agree to
submit to the personal jurisdiction of any court of competent subject matter jurisdiction
in Jackson County, Oregon. In the event of I~gal suit or action, including any appeals
there from, brought by either party against the other to enforce any of the obligations
hereunder or arising out of any dispute concerning the terms and conditions hereby
created, the lOSing party shall reimburse the prevailing party for its reasonable attorney
fees and costs incurred in the suit or action including investigation costs, expert witness
fees and all costs of depositions. If any part of this agreement is found to be in conflict
with applicable laws, such parts shall be inoperative, null and void so far as it is in
conflict with said laws, but the remainder of this agreement shall be in full force and
effect.
8. Good Faith Negotiation/Mediation
Prior to filing suit or initiating arbitration on any dispute, which arises between the
Parties under or relating to this Agreement, the Parties agree to attempt to resolve the
dispute through good faith negotiation. If the dispute cannot be resolved through good
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faith negotiation, the Parties agree to hire an independent, trained and mutually
acceptable mediator to mediate the dispute. The cost of the mediator will be shared
equally by the Parties. The mediation shall be conducted in Ashland, Oregon.
9. Suspension of Work
Suspension by City of Ashland
City of Ashland may suspend, in writing, all or a portion of Consultant's services under
Attachment A in the event unforeseen circumstances make normal progress in the
performance of the Consultant's work inadvisable in the opinion of City of Ashland.
Consultant may request that the work be suspended by notifying City 9f Ashland, in
writing, of circumstances which are interfering with normal progress of the work. The
time for completion of the remaining work shall be extended by the number of days the
. work is suspended by City of Ashland, unless both parties can mutually agree upon a
new completion time. In the event the period of suspension exceeds 90 days, the terms
of this Agreement shall be subject to renegotiation; provided, however, that if such
renegotiation of a mutually acceptable replacement contract has not occurred within 180
days after suspension (Renegotiation Period), then either party may terminate this
Agreement in accordance with the early termination provision hereof, provided further,
that the failure to renegotiate this Agreement within the Renegotiation Period shall not
be construed as a breach of the Agreement by either Party.
Suspension by Contractor
Contractor may suspend, in writing, all or any portion of its services under this
Agreement, but only if and to the extent City of Ashland fails to make timely payment in
accordance with the terms of this Agreement. City of Ashland shall have a period of
sixty (60) days from the date on which payment was due (Cure Period) within which to
satisfy any arrearages in payment. Contractor shall resume performance of any
suspended services upon receipt of payment of any arrearages from City of Ashland
within the Cure Period.
10. Early Termination
Early Termination of Agreement Prior to Expiration of the Term
Either party shall have the right, but not the obligation, to terminate this Agreement, on
sixty (60) days written notice, in the event the other party's service or performance fails
to conform to the requirements of this Agreement. Contractor shall have the right, but
not the obligation, to terminate this Agreement, effective upon expiration of the Cure
Period, in the event City of Ashland fails to pay any arrearage within the Cure Period.
Either Party shall have the right but not the obligation, to terminate this Agreement in
the event work is suspended under this Agreement for a period in excess of 90 days
and no renegotiation of this Agreement has occurred within the Renegotiation Period.
Any right of early termination shall be in addition to, not in replacement of, any and all
rights and remedies a party may have for breach of the Agreement by the other Party.
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11. Subcontractors
Consultant may contract with one or more qualified subcontractors (Subcontractor
Agreement) to perfonn a portion of the services specified in the Scope of Work;
provided, however, that Contractor shall remain solely responsible to City of Ashland for
all perfonnance under this Agreement and, provided further, that City of Ashland shall
have no responsibility for the review or supervision of the work of any subcontractor or
for any payment to any subcontractor. All subcontractor agreements shall require the
subcontractor to comply with the invoicing, insurance, suspension of work, audit,
documentation, confidentiality and return of records obligations imposed on Contractor
by this Agreement. No subcontractor shall be deemed to be a third party beneficiary of
this Agreement or to have any other rights under this Agreement
12. Relationship of Parties
Consultant is an independent contractor, and this Agreement is not intended to form a
partnership or joint venture between the Parties. Individuals employed by Consultant
are not employees or agents of City of Ashland, nor are Consultant's subcontractors
employees or agents of City of Ashland. Each Party is solely responsible for payment
of compensation to its employees and personnel and will withhold and pay to the
appropriate authorities all ta~es, contributions, and assessments imposed or required
under all laws with respect to payments. The Consultant will require these terms in all
agreements with subcontractors for work undertaken for this Agreement.
13. Return of Records
On termination of the contract, the Consultant will consult with the project manager at
City of Ashland about whether pertinent records should be returned. If requested, the
Consultant will deliver to City of Ashland all records, reports, data memoranda, notes,
models or publications whether electronic or hard-copy, equipment and supplies of any
nature, and receipts for any and all billing made to City of Ashland that are in
possession or under control of the Consultant, prepared or acquired in the course of the
contract with City of Ashland. Further, the Consultant agrees not to keep or withhold
such information or data, or reproductions of such infonnation or data that relate to the
business activities of City of Ashland or to parties in a contract relationship with City of
Ashland. Alternatively.. if the return of records and equipment or supplies is not
requested, Consultant agrees to retain these items for three years after the completion
of this contract and to notify the City of Ashland project manager at the end of that time
before disposing of them. Consultant shall include a provision substantially identical to
the foregoing in all its Subcontractor Agreements.
14. Indemnification
The Consultant will indemnify, hold harmless, and defend City of Ashland and, its
officers, employees, agents, representatives, and affiliates (each an Indemnified Party)
against any and all losses, liabilities, damages, claims, suits, proceedings, judgments,
assessments, costs, and expenses (including interest and penalties), and including
reasonable attorney fees and expenses, incurred by City of A.shland and arising from
(i) negligent or wrongful acts or omissions of the Consultant or of its officers,
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employees, agents, representatives, or subcontractors, affiliates, (ii) breach by the
Consultant or of its officers, employees, agents, representatives, subcontractors, or
affiliates of this Agreement, or (iii) any finding, judgment or other determination or
settlement whereby the Consultant is deemed or con~idered to be the employer ,of ,the
other Party.
The Parties specifically agree that the provisions of this Section also apply to any claim
of injury or damage to the persons or property of the Consultant's employees.
Consultant acknowledges and agrees that, as to such claims, the Consultant, with
respect to City of Ashland, hereby waives any right of immunity which Consultant may
have under industrial insurance (Title 51 RCW as amended and under any substitute or
replacement statute). This waiver was specifically negotiated by the Parties, is solely
for the benefit of the Parties and their successors and assigns, and is not intended as a
waiver of Consultant's right of immunity under said industrial insurance for any other
purpose.
1-5.- Force-Majeure
Notwithstanding anything contained in this Agreement to the contrary, neither Party will
be deemed liable or to be in default for any delay or failure In performance under this
Agreement deemed to result from acts of God, acts of civil and military authority, acts of
public enemy, war, or any like cause beyond the Parties' reasonable control.
16. Severability
Should any provision of this Agreemenfbe held by.a "tribunal of competent jurisdiction to
be invalid or unenforceable, the remainder of the Agreement will remain in full force and
effect.
17. Notices
Notices required to be made under this Agreement shall be served personally, by
facsimile transmission, by _overnight courier to the address shown above, or by email,
with a duplicate sent by certified mail, return receipt requested. Notice shall be effective
only upon receipt by the party being served.
18. Effective Date and Term
This Agreement, including its attachments, shall be effective immediately upon
execution by both parties.
Client
Consultant
Date
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Attachment A
Scope of Work
Portland Energy Conservation, Inc. (PECI) will conduct the following tasks for City of
Ashland in support of a compact fluorescent (CFL) buy-down program September 1,
2006 - December 1,2006 in association with the Northwest Efficiency Alliance's region-
wide Savings with a Twist promotion. ,
Task 1: Setup and Kickoff
· The Northwest ENERGY STAR Consumer Products program (the Program) will
design and produce retail point-of-purchase materials for participating retail locations,
including those in City of Ashland territory.
· Program field representatives will support participating retail stores throughout City
of Ashland territory and provide on-site merchandising and sales associate training
when possible. In select cases, training materials may be sent directly to the stores
and phone training will occur.
· The Program field representatives will replenish the stores with point-of purchase
materials throughout the duration of the promotion.
Task 2: Sales Data Tracking
· Program staff will receive retail sales reports from partnering retailer locations.
· Program staffwill enter sales reports into the tracking database.
Task 3: Summary Report and Invoicing
· This contract requires a cash advance on two months' forecasted promotional CFL
sales to ensure that manufacturer partners are paid for products sold to City of
Ashland customers in a timely manner.
· City of Ashland will receive detailed electronic reports of sales once a month. This
data will also be provided in a hard copy along with the monthly invoice.
· Invoices for CFL sales and field/marketing expenses per unit sold within the prior
month will be sent to City of Ashland monthly. Invoicing is dependent upon PECI
receiving sales data reports from manufacturer/retailer partners in a timely manner,
due on the 15th of each month. However, City of Ashland will be invoiced by PECI
within 10 working days of receipt of sales data.
· The first invoice consists of an advance payment for an estimated two months'
forecasted sales and field/marketing expenses. This initial invoice will cover an
estimated 2-month cycle and will be due upon signing of this contract. Thereafter,
invoices will be sent following receipt of sales data reports for the prior month.
Invoices are structured to request advance buy-down funds ($1.35 per CFL) and
field/marketing expenses ($0.25 per CFL) projected for the next one month. The
invoice will clearly reconcile over and under estimates from the prior month's cash
on hand. All invoices will include the following line items and all required backup
documentation including, but not limited to:
· $1.35 per CFL for cost of product
· $0.25 per CFL for field work and marketing materials
· Forecasted CFL sales for one month
. · Reconciled payments from previous month reflecting City of Ashland account
balance
· Total amount requested for I-month advance, if applicable
· Invoices will be sent as follows:
· August - Advance payment for 2-month sales
· October - Invoice for September sales
· November - Invoice for October sales
· December -:- Invoice for November sales and reconciliation for total promotional
sales
City of Ashland commits to fund the following number (please circle option below) of
CFLs sold, based upon proof of sales by store, at participating retailers in the attached
store allocation list during the Savings with Twist Promotion:
Gtion ~aximum of G, ~ 5 0 CFLs (os to) 0 00 ')
Option 11- Unlimited nlimber of CFLs
Portland Energy Conservation, Inc.
City of Ashland
Initial:
~
O'f/lRloy,
Initial:
Date:
Date:
Content revieW tiy III h
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C.ITY Of
ASHLAND
20 E MAIN ST.
ASHLAND, OR 97520
(541) 488-5300
CITY RECORDER'S COpy
Page 1 / 1
07050 ,
VENDOR: 011374
PORTLAND ENERGY CONSERVATION, PECI
1400 SW 5TH AVENUE #700
PORTLAND, OR 97201
SHIP TO: City of Ashland-Warehouse
(541) 488-5354
90 NMOUNT AIN
ASHLAND, OR 97520
FOB Point:
Tenns: Net
Req. Del. Date:
Speciallnst:
Req. No.:
Dept.: ELECTRIC
Contact: Cathy Cartmill
Confinning? No
"SavinQs With A Twist (SWAT)
Buy-down Promotion
Not to exceed $10,000
(6,250 CFLs @ $1.60)
Per attached written findinQs and
contract
10,000.00
Contract period:
AUQust 1, 2006 - December 31, 2006
BILL TO: Account Payable
20 EAST MAIN ST
541-552-2028
ASHLAND, OR 97520
SUBTOTAL
TAX
FREIGHT
TOTAL
1 00.00
0.00
0.00
10,000.00
AM ~Slg~
VENDOR COPY
~
A request for a Purchase Order
REQUISITION FORM
CITY OF
ASHLAND
THIS REQUEST IS A:
o Change Order(existing PO #
Date of Request:
Required Date of Delivery/Service:
Vendor Name
Address
City, State, Zip
Telephone Number
Fax Number
Contact Name
-1';' t {0-IVl. t:..f"\ t. (.5 ") ~ ., t'\$e. ( "n.-h rtY\ ... :I:I"\C (? EC-r ')
----1_00 $W 5~ 11_, ~ 100
1>0 r-t- (f.>...Ad I ("')f- <j '72..0 I
SO~~ ~~- ":37
..To f\ r r;. "_/5 "-(1.'\.1: "j $v -.-1...:,> lA') It cJ,.D...L'I,:)P ')
SOLICITATION PROCESS
Small Procurement
o Less than $5.000
o Quotes (Optional)
IH" .A2le Source
lid' Written findings attached
o Quote or Pro sa! attached
CooDerative Procurement
o State of ORfWA contract
o Other government agency contract
o Copy of contract attached
o Contract It
Invitation to Bid
(Copies on file)
Intermediate Procurement
o (3) Written Quotes
(Copies attached)
Reauest for PraDOsal
(Copies on file)
SDeCla11 ExemDt
Written findings attached
Quote or Pro sal attached
Emeraency
Written findings attached
Quote or Pro attached
Description of SERVICES
\' ~':(\j5 w,rh CL '/').J'/St I' L$t.JA-TJ B~-dol.V\
'"PrDrno-J.1qn (s.u, cclt'^-cA.u:t)
[2( Per attached PROPOSAL
Item # Quantity
Unit
Description of MATERIALS
Unit Price
Total Cost
Project Number _ _ _ _ _ _ - _ __
o Per attached QUOTE
Account Number ~jQ. - JL - V.I.-OQ- -W,.QJ9..D
· Items and seNices must be charged to the appropriate account numbers for the financials to reflect the actual expenditures accurately.
By signing this requisition form, I certify that the information provided above meets the City of Ashland public contracting requirements,
and the cIocumentation can be provided upon request. ~
Employee Signature:~ J COJ\~( SupervisorlDept. Head Signature:
G: Finance\Procedure\AP\Forms\8_Requisition fonn revised.doc
Updated on: m/2006