HomeMy WebLinkAbout1992-51 Energy Smart DesignRESOLUTION NO.
A RESOLUTION AUTHORIZING THE MAYOR AND CITY RECORDER
TO SIGN THE LONG TERM ENERGY SMART DESIGN ASSISTANCE PROGRAM
CONTRACT (DE-MS79-92BP93796)
RECITALS:
ae
The City of Ashland is already operating the Energy
Smart Design Assistance Program under a short term
agreement; and
Be
The Long Term ESD Program will allow predictability and
s~b~~ in acquiring commercial conservatzon; and
Ce
This program will help Ashland achieve its regional
share of conservation;
THE CITY OF ASHLAND RESOLVES AS FOLLOWS: The Mayor and City
Recorder are authorized and directed to sign on behalf of the
City, the Long Term Energy Smart Design Assistance Program (DE-
MS79-92BP93796).
The foregoing resolution was READ and DULY ADOPTED at a
regular meeting of the City Council of the City of Ashland on the
JD~ day of ~~ , 1992.
Nan E. Franklin, city Recorder
SIGNED and APPROVED this o~/~ day of
, 1992.
Catherine M. ~olden, Mayor
R~~o form:
Paul Nolte, City Attorney
Contract No. DE-MS79-92BP93796
Procurement No. 56559
09/10/92
COMMERCIAL RESOURCE ACQUISITION AGREEMENT
ENERGY SMART DESIGN PROGRAM
executed by the
UNITED STATES OF AMERICA
DEPARTMENT OF ENERGY
acting by and through the
BONNEVILLE POWER ADMINISTRATION
and
CITY OF ASHLAND
Index to Sections
Section Page
1. Purpose of Agreement .............................................. 2
2. Term of Agreement ................................................ 2
3. Defi n~tions ...................................................... 3
4. Exhibits ......................................................... 3
5. Entire Agreement ................................................. 3
6. Transition ....................................................... 3
7. Interpretation ................................................... 5
8. Termination ...................................................... 5
9. Amendment of Agreement ........................................... 6
10. Contractor's Duties .............................................. 6
ll. Bonneville's Duties .............................................. 7
12. Budget, Obligation and Payment Provisions ........................ 8
13. Quality Assurance ................................................ lO
14. Nonperformance .................................................. l0
15. Program Records .................................................. 10
16. Program Reports .................................................. ll
17. Program Evaluation .............................................. ll
18. Modification of Operat}ng Area ................................... ll
19. Disposal of Nonexpendable Property ............................... ll
20. Notices and Other Communications ................................. ll
21. Dispute Resolut}on and Arbitration ............................... 12
22. Severability ...................................................... 12
23. Signature Clause .................................................. 12
Exhibit A (General Conservation Contract Provisions dated 4/01/92) ... 3
Exhibit B (Program Overview) ......................................... 3
Exhibit C (Work, Plan Criteria) ....................................... 3
Section Page
Exhibit D (Budget, Obligation and Payment Provisions) ................ 3
Exhibit E (Definitions) .............................................. 3
Exhibit F (Program Evaluation) ....................................... 3
Exhibit G (Referenced Documents) ..................................... 3
This COMMERCIAL RESOURCE ACQUISITION AGREEMENT is executed between the
UNITED STATES OF AMERICA, Department of Energy, acting by and through the
BONNEVILLE POWER ADMINISTRATION (Bonneville) and CITY OF ASHLAND, a municipal
corporation organized and existing under the laws of the State of Oregon
(Contractor).
W I TN ES SETH:
WHEREAS Bonneville is required by the Pacific Northwest Electric Power
Planning and Conservation Act, Public Law 96-501 ("Northwest Power Act"), to
meet the actual or planned load growth of its customers in significant part
through the acquisition of cost-effective Conservation; and
WHEREAS Bonneville is directed by the Northwest Power Act to make maximum
practicable use of its customers and local entities when implementing
Conservation Measures which require direct arrangement with consumers; and
WHEREAS Bonneville, pursuant to its 1992 Resource Plan, intends to acquire
significant amounts of cost-effective Conservation in the commercial end-use
sector through a regionwide program called "Energy Smart Design;" and
WHEREAS Contractor shall implement the Energy Smart Design Program within
its Operating Area;
NON, THEREFORE, the parties hereto mutually agree as follows:
Purpose of Aqreement.
(a) The purpose of this Agreement is to acquire cost-effective, reliable
Conservation Resources from newly constructed and existing Commercial
Buildings.
(b) To accomplish this, Contractor will implement Energy Smart Design in
a manner that meets or exceeds criteria established by Bonneville,
and Bonneville will provide incentive payments and reimbursement of
Contractor's costs, as described in this Agreement.
2. Term of Agreement.
(a) This Agreement shall become effective at 2400 hours on September 30,
1992, or on the date the Contractor signs thereafter. It shall
remain effective until 2400 hours on June 30, 2001, unless terminated
earlier as provided in section 8 below.
(b) Bonneville accepts no responsibility for costs incurred or
commitments made by the Contractor until Bonneville has approved
Contractor's Work Plan and Budget in writing except as described
section 6 of this Agreement.
(c) All obligations arising from this Agreement shall be preserved until
satisfied.
3. Definitions.
(a) All terms in this Agreement which begin with initial capital letters,
such as "Program Activities," have defined meanings.
(b) The meanings of all defined terms can be found in Exhibit E.
(c) Some of these definitions appear, in exactly the same form, in
Exhibit A, The General Conservation Contract Provisions. '[hey are
repeated in Exhibit E (Definitions), for the convenience of Energy
Smart Design participants.
4. Exhibits.
The following documents are made a part of this Agreement by reference:
Exhibit A (General Conservation Contract Provisions dated 4/01/92)
(GCCP's), Exhibit B (Program Overview), Exhibit C (Work Plan Criteria),
Exhibit D (Budget, Obligation, and Payment Provisions), Exhibit E
(Definitions), Exhibit F (Program Evaluation), and Exhibit G (Referenced
Documents).
5. Entire.Agreement.
The rights and obligations of Bonneville and the Contractor are subject to
and governed by this Agreement. This executed document is the entire
agreement between Bonneville and the Contractor on this subject, and
supersedes any and all prior agreements with respect to its subject
matter. The headings used in the Agreement are for convenient reference
only, and shall not affect its interpretation.
6. Transition.
The transition is the period from the effective date of this Agreement,
until the Contractor's Work Plan and Budget for this Agreement are
approved as described in section 9 of this Agreement.
(a) Eligibility.
Contractors who were implementing the Bonneville Energy Smart Design
Assistance Program as a recipient under a Financial Assistance
Agreement, hereby incorporated by reference into this Agreement as
Exhibit G (Referenced Documents, Item 7), are eligible to operate
under transition procedures providing:
(1) They are listed by name and Cooperative Agreement number in this
section 6;
(2) They have submitted a signed copy of this Agreement and any
required Board or Council Resolution or minutes to Bonneville;
and
(3) They have submitted a completed Transition Funding Worksheet
(Exhibit G, Item 3, Financial Reporting) which has been approved
by Bonneville.
Benton County PUD
Chelan County PUD
City of R~chland
Clal lam County PUD
Clark Public Utilities
Eugene Hater & Electric Board
Grant County PUD
Inland Power and Light
Port Angeles City Light
Seattle C~ty Light
Springfield Utility Board
Tacoma Publ i'c Ut~ 1 i ties
Contract Number
DE-FC79-88BP93023
DE-FC79-88BP93026
DE-FC79-88BP93024
DE-FC79-88BP93021 1/
DE-FC79-88BP93031
DE-FG79-88BP93020
DE-FC79-88BP93018
DE-FC79-88BP93022
DE-FC79-88BP93021 ]/
DE-FC79-88BP39138
DE-FC79-91BP24366
DE-FC79-88BP93027
(b) Transit}on Hork Plan.
Eligible Contractors may operate under their most recent Hork Plan
approved under the Financial Assistance Agreement during the
transition.
(c) Transition Fundinq.
Bonneville will authorize funding for the Contractor to operate the
Energy Smart Design Program during the transition. This Transition
Funding will be approved upon receipt of a signed Energy Smart Design
Long-Term Contract and a Transition Funding worksheet. This
Transition Funding will consist of an allowance for administration
and fundlng ceilings for subcontracted design assistance and optional
services as described below.
(1) Administration.
A one-time administrative payment of $10,000 for each full time
employee (FTE) or a prorated amount for employees work~ing less
than full t~me on Energy Smart Design during the transi~tion
per~od. Payment is to be applied for program management
activities (i.e., program administration, training, and
marketing). See Exhibit D for payment schedule.
Administrative per building reimbursement described under the
Financial Assistance Agreement will not be authorized under this
Agreement.
Clallam County PUD's Hork Plan for the transition will be the same as Port
Angeles City Light.
(2) Subcontracted Design Assistance. ~/
An amount up to 20 percent of the Contractor's Fiscal Year
(FY) 1991-1992 Design Assistance Budget approved for the
Bonneville's Energy Smart Design Assistance Program will be
provided to the Contractor to perform in accordance with the
approved Work Plan.
(3) Optional Services. ~/
An amount up to 20 percent of the Contractor's FY 1991-1992
Optional Services Budget approved for Bonneville's Energy Smart
Design Assistance Program will be provided to the Contractor to
perform in accordance with their approved Nork Plan except for
peer matching and account executive activities, which will not
be reimbursed as separate activities during this transition.
(d) Payment.
All payments shall be made pursuant to section 12 of this Agreement.
(e) Reporting Requirements.
Contractor shall submit the reports required by Item 3 (Financial
Reporting) and Item 4 (Project Reporting) of Exhibit 6 (Referenced
Documents), during the transition.
7. Interpnetation.
(a) In the event of a conflict, Exhibit A (GCCP's) is subordinate to all
other parts of this Agreement, including the other Exhibits.
(b) Except as provided in section 18 of Exhibit A (GCCP's), nothing in
this Agreement shall in any manner abridge, limit, or deprive either
Bonneville or the Contractor of any remedy, in law or in equity, for
the breach of this Agreement.
8. Termination.
(a) Contractor may terminate this Agreement by giving Bonneville 30 days'
prior written notice. Upon giving such notice, Contractor shall use
its best efforts to minimize Program Activities for which
compensation is payable by Bonneville.
(b) Bonneville may terminate this Agreement at any time and without cause
by giving Contractor thirty (30) days' prior written notice. Upon
receipt of such notice, Contractor shall cease all new activities
related to this Agreement on the date specified in the notice.
Bonneville will allow Contractor one (1) year from the date specified
in the notice to ramp down and close out its Energy Smart Design
Program Activities. Bonneville will not be liable for any additional
Port Angeles City Light and Clallam County PUD Transition Funding for
these two' categories will be based on Port Angeles' Approved Budget under
the Financial Assistance Agreement. The sum of both utilities will not
exceed 20 percent under sections 6(b)(2) and (3) above.
costs that Contractor incurs for Energy Smart Design Program
Activities after the end of the one (1)-year period.
(c) Bonneville may terminate or suspend this Agreement for cause, in
accordance with sections 8(a) and 8(b) of Exhibit A (GCCP's).
9. Amendment of Agreement.
(a) Except as provided in the following subsections this Agreement may be
amended by written agreement of the parties.
(b) Bonneville may unilaterally change the documents referenced in
Exhibit G (Referenced Documents), except for Item 2, in order to
incorporate new or updated information. Any such change will be
incorporated into this Agreement at the next modification. Any such
changes made by Bonneville shall only be made after reasonable
consultation with Contractor.
(c) Bonneville may unilaterally amend this Agreement with respect to
cost-sharing principles, pursuant to section 27(b)(7) of Exhibit A
(GCCP's).
10. Contractor's Duties.
(a) Contractor shall submit its signed copy of the Agreement to
Bonneville. Contractor will also provide:
(1) A certified copy with original signatures of the resolution or
council minutes of its Board authorizing Contractor to
participate in Energy Smart Design;
(2) A Work Plan, describing how it will perform the Energy Smart
Design Program Activities, within 90 days of the signed
Agreement. The Work Plan, which must meet or exceed the Work
Plan Criteria contained in Exhibit C, must be approved by
Bonneville before Contractor can obtain an Approved Budget. If
the Contractor fails to submit a Work Plan within the 90 days,
the Model Work Plan will become the Contractor's Work Plan;
(3) Contractor's preferred method of payment, selected from the
alternatives contained in Exhibit D (Budget, Obligatio,n and
Payment Provisions); and
(4) Initial budget request w~thin 30 days after approval of
Contractor's Work Plan. Failure to submit the initial budget
request within the 30 days will mean the Contractor is
requesting a zero budget.
(b) Cont'ractor will promote and implement Energy Smart Design as
described in its approved Work Plan, which is Exhibit G (Referenced
Documents, Item 1-Model Work Plan or Item 2-Contractors Designed Work
Plan) to this Agreement.
(c) Contractor will make Resource Acquisition payments to Building Owners
pursuant to Implementation Agreements. Such agreements must provide
for the review and inspection of each project by Contractor. Such
agreements shall also provide Bonneville the option to:
(1) make site visits to each project, arranged by Contractor;
(2) evaluate each project, as provided in Exhibit F (Program
Evaluation);
(3) make public any nonproprietary information regarding i~he
project; and
(4) contact appropriate Federal, State, or local jurisdictions
regarding environmental, health or safety matters related to the
project, if any.
(d) Contractor will request addition or deletion of Program Activities by
submitting a revised Nork Plan for approval by Bonneville.
(e) Contractors who are eligible to implement this Agreement during the
transition shall notify Bonneville in writing if they intend to
operate the Nork Plan approved under Bonneville's Energy Smart Design
Assistance Program during the transition.
(f) Contractor shall provide a completed Transition Funding Nork Sheet
(see Exhibit G, Item 3, Financial Reporting) identifying the number
of FTE and funding levels for subcontracted design assistance and
optional services according to section 6(b)(2) and (3), Transition
Funding.
(g) Contractor shall identify the preferred method of payment contained
in Exhibit D (Budget, Obligation and Payment Provisions), during the
transition.
ll. Bonneville's Duties.
(a) Bonneville shall promote the Program throughout the Region, and shall
integrate its promotional efforts with those conducted by Contractor.
(b) Bonneville shall adopt standards and criteria intended to assure that
the Program acquires regionally cost-effective, reliable, Resources
from Commercial Buildings.
(c) Bonneville shall provide, for Contractor's optional use, a Model Nork
Plan which is deemed to meet the criteria discussed in section 10(b)
above.
(d) Bonneville shall pay Contractor for implementing the Program, and
provide Resource Acquisition payments to the Contractor for
pass-through to the Project's Building Owners, in accordance with
Exhibit G (Referenced Documents, Item 1-Model Nork Plan or
Item 2-Contractor Designed Nork Plan).
(e) Bonneville shall monitor implementation of the Program by Contractor
and others to assure that Resources are being acquired in the
quantities, and at the costs assumed in the design of the Program.
(fi Bonneville shall provide Contractor with services and materials in
accordance with Exhibit G (Referenced Documents, Item 7-Materials and
Services Provided by Bonneville).
(g) Bonneville shall approve or reject Contractor Designed Work Plan
within 30 working days from receipt. If Bonneville rejects the Work
Plan, Bonneville and Contractor shall negotiate an acceptable plan.
(hi Bonneville shall pay eligible Contractors during the transition
pursuant to section 12 of this Agreement.
12. Budget, Obligation and Payment Provisions.
(a) Contractor and Bonneville will comply with the budget, obligation,
and payment provisions contained in Exhibit D (Budget, Obligation and
Payment Provisions).
(bi Budget.
Bonneville may require the Contractor's budget be reduced based on
external regional conditions beyond Bonneville's control. Any
reduction to the budget shall only be made after reasonable
consultation with the contractor. Such reductions shall not affect
the term of this Agreement or termination procedures in sections 2
and 8 of this Agreement.
(c) Obligation.
(1) Bonneville shall maintain all obligations incurred under this
Agreement for projects contracted during the current Fiscal Year
which have not been invoiced, if an Implementation Agreement was
executed between the Contractor and the Building Owner in the
current Fiscal Year.
(2) Under this Agreement Bonneville will maintain all obligations
for projects contracted under the Energy Smart Design Assistance
Program Option 1 and 2 Cooperative Agreements prior to
October l, 1992, until invoiced and a Resource Acquisition
(Incentive) Payment is made. This obligation will be recognized
if an Implementation Agreement was executed between the
Contractor and the Building Owner for which the costs were not
invoiced to Bonneville prior to October l, 1992, and an
Implementation Agreement Report is submitted in accordance with
section 12(c)(4) below.
(3) Under this Agreement Bonneville will maintain all obligations
for projects contracted under the Energy Smart Design Program
Option 3 Commercial Resource Acquisition Agreement prior to
October l, 1993, until invoiced and a Resource Acquisition
(Incentive) Payment is made. This obligation will be recognized
if an Implementation Agreement was executed between the
Contractor and the Building Owner for which the costs were not
invoiced to Bonneville prior to October l, 1993, and an
Implementation Agreement Report is submitted in accordance with
section 12(c)(4) below.
(4) The Contractor shall submit an Implementation Agreement Report
at least annually in accordance with Exhibit D, (Budget,
Obligation and Payment Provisions). The Contractor will list
all projects for which they have signed Implementation
Agreements with Building Owners which will not be invoiced
during the current Fiscal Year.
(5) Contractor shall provide an Implementation Agreement Report
(Exhibit G, Item 3, Financial Reporting), for all projects
contracted prior to October l, 1992, no later than October 30,
1992, if an Implementation Agreement was executed between the
Contractor and the Building Owner for which the costs were not
invoiced to Bonneville prior to October l, 1992.
(d) Payment.
(1) Bonneville shall pay the Contractor no later than 30 days after
Bonneville's Receipt and Acceptance of a proper invoice.
Bonneville shall make payment no more frequently than monthly.
(2) Bonneville shall pay the Contractor in accordance with the
schedules contained in the Contractor's Work Plan, Exhibit G
(Referenced Documents, Item 1-Model Work Plan or
Item 2-Contractor Designed NorK Plan). Contractors operating
under the terms of section 6, Transition, shall be paid
according to the Payment Schedules in Exhibit D (Budget,
Payment, and Obligation Provisions) during the Transition.
(3) On the first Activity Report submitted by Contractor following
approval of the Contractor's initial Budget to this Agreement,
the Contractor shall request payment for program management
activities from the effective date of this Agreement. An
adjustment shall be made to the payment requested under
administrative reimbursement on the activity report to reflect
all administrative payments made during the transition..
(e) Cost Sharing Principles.
The Bonneville cost sharing principles apply to this Program. The
Bonneville cost share percentage for the Contractor shall be
determined in accordance with section 27 of Exhibit A (GCGP's) and
shall be applied to any payment that Bonneville pays under this
Agreement.
(f) Single Audit.
If Contractor is required to have a single audit as identified in
section ll of Exhibit A (GCCP's), Bonneville will, with appropriate
prior approval of the Contracting Officer's Technical Representative,
reimburse Contractor for the incremental cost pertaining to the audit
of this program.
(g) Duplicate Payments.
Bonneville will not pay for the same portion of the installation or
material cost of a Measure under this Agreement which has been or
will be paid for under any other agreement or financial assistance
instrument.
13. Quality Assurance.
(a) Contractor is responsible for building quality assurance into all
aspects of their program including analysis, recommendation,
inspection, installation, operations and maintenance plans and
services, building commissioning, followup site visits, etc., in
accordance with the Nork Plan.
(b) Bonneville may conduct periodic onsite reviews to assess Contractor's
implementation and recordkeeping under Energy Smart Design, and may
make field inspections of Measures installed at Commercial Buildings
for which incentives have been paid. All such inspections shall be
at reasonable times and upon reasonable notice.
(c) If Bonneville concludes that Contractor is not performing its
implementation duties under this Agreement satisfactorily, Bonneville
may require Contractor to develop a quality assurance plan. The plan
may require Contractor to remedy deficiencies discovered during
Bonneville's review.
(d) If necessary due to continued or repeated noncompliance by Contractor
with its quality assurance obligations, Bonneville may exercise its
right to suspend or terminate this Agreement pursuant to section 7
above and sec-tion 8 of Exhibit A (GCCP's).
14. Nonperformance.
If Contractor's performance does not meet the standards of this ,Agreement
or conform to its Nork Plan, Bonneville may revise and reallocate
Contractor's budget, as provided in Exhibit D (Budget, Obligation and
Payment Provisions) or Exhibit G (Referenced Documents, Item 1-Model
Work Plan).
15. Program Records.
(a) Contractor shall maintain, in accordance with Exhibit A (GCCP's)
section 10, all records it establishes in fulfilling this Agreement
including, but not limited to:
(1) All data necessary to support the reports listed in Exhibit G
(Referenced Documents, Item 3-Financial Reporting and
Item 4-Project Reporting).
(2) Electrical billing records of buildings which receive the
Program's services, to the extent permitted by law. Billing
records for one (1) year before installation of Measures for
Retrofit buildings, and two (2) years following occupancy or
installation for all buildings are required.
lO
(3) All information developed for this Agreement which is: not
transmitted to Bonneville, such as specific analysis
calculations, Building Design Assistance Reports, and
correspondence concerning projects, including invoices for
equipment and installation cost (labor if applicable).
(b) The Contractor shall keep all records required by this Agreement for
three (3) years after termination of this Agreement unless otherwise
notified by Bonneville in writing.
16. Program Reports.
Contractor shall submit the reports required by Item 3 (Financial Reporting)
and Item 4 (Project Reporting) of Exhibit G (Referenced Documents).
17. Program Evaluation.
Bonneville will conduct impact and process evaluations of this Program.
Contractors agree to cooperate in accomplishing these evaluations. Details
are given in Exhibit F (Program Evaluations).
18. Modification of Operating Area.
Contractor may conduct Program Activities outside of its own Operating
Area, with the written approval of Bonneville and the utility or utilities
in whose Operating Area(s) Contractor desires to conduct business. Cost
sharing will apply to those areas in which the Project is located or
Program Activity are conducted.
19. Disposal of Nonexpendable Property.
13roperty purchased by Contractor under this Agreement shall be considered
as owned by Contractor. Contractor retains unrestricted title to such
property upon termination of this Agreement.
20. Notices and Other Communications.
(a) Written communication between the parties, including invoices, shall
be delivered in person or mailed to the address and to the attention
of the person specified below:
If to Bonneville:
Bonneville Power Administration
Eugene District Office
Federal Building, Rm. 206
211 East 7th Avenue
Eugene, OR 97401-2722
Attn: Ray Wiley - LG
Contracting Officer's
Technical Representative
(503) 465-6955
If to the Contractor:
City of Ashland
City Hall
20 E. Main St.
Ashland, OR 97520-1814
Attn: Brian Almquist
City Administrator
(503) 482-3211
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(b) Either party may change or supplement such address or specified
persons by written notice to the other party.
21. Dispute Resolution and Arbitration.
Disputes hereunder shall be resolved in accordance with section 18 of
Exhibit A (GCCP's).
22. Severabi 1 it/.
If any provision of this Agreement is finally adjudicated to be invalid or
unenforceable, Bonneville and Contractor intend that, to the extent
practical, the remainder of this Agreement continues in full force and
effect.
23. Signature Clause.
Bonneville and Contractor each represents that it has been duly authorized
to enter into this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement.
UNITED STATES OF AMERICA
Department of Energy
Bonneville Power Admini stration
By
t6wer Colbmbia Area-Manager
Name
( Pri n t/Type)
George E. Bell
Date
September 4, 1992
CITY OF ASHLAND
( Pri hr/Type)
(VS10-PMCE-+1717-+171 9/+1685)
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