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4956
CASCADE POWER GROUP, LLC
Conservation Management
Engineering
LEG 12-1
8/31/2010
10/1/2013
8/1/2013
Comments :
P120FESSIONAL SERVICES AGREEMENT
[RESOURCE CONSERVATION MANAGEMENT PROGRAM
The City of Bremerton ("City") and Cascade Power Group, LLC ("Consultant"), referred
to collectively as the "Parties," enter into the following Agreement for professional services:
I. Scope: The Consultant agrees to perform the services more specifically described in the
Cascade Power Group Professional Services attached hereto as Exhibit A, which is incorporated
by reference herein. The Scope of Work as described in Exhibit A Section 1 may be modified
only pursuant to Section VII.G. of this Agreement. If the Scope of Work provides for
unspecified additional services, such services shall only be performed upon the express written
request of the City. Consultant further represents that the services furnished under this
Agreement will be performed in accordance with generally accepted professional practices in
effect at the time such services are performed.
II. Term: The City and the Consultant agree that work will begin on the tasks described in
Exhibit A immediately upon execution of this Agreement. The parties agree that the work
described in Exhibit A is to be completed as provided for in the work schedule attached hereto as
Exhibit A Section 2; provided however, that additional time shall be granted by the City for
excusable delays or extra work as provided for in section IX (A) of this agreement.
III. Compensation: In consideration of the services provided pursuant to this Agreement, the
City shall pay Consultant in an amount not to exceed $90,000 per year. Consultant's charges and
bills shall conform to the fee schedule attached hereto as Exhibit A Section 3 and incorporated
herein by this reference.
The Consultant shall submit regular billing statements detailing work performed and
amount completed on each task or portion thereof. The descriptions shall conform to and fall
within the categories set out in Exhibit A Section 1 and Exhibit A Section 2. Upon receipt of a
conforming billing statement, the City shall promptly process payment. PROVIDED,
HOWEVER, the City reserves the right to prioritize scoped work and accelerate and/or delay
work tasks under the time frame set forth in Section II herein. The Consultant's billing fees shall
be paid on a monthly pro-rata share basis assuming completion of services identified in Exhibit
A Section 1 and Exhibit A Section 2.
Consultant shall not perform work beyond the Scope of Work identified in this
agreement, nor shall they be compensated for such work, unless the Scope of Work or amount of
compensation is rriodified pursuant to this Agreement. Consultant shall only be compensated for
additional services if requested pursuant to Section I herein,
If a billing statement does not conform to this Agreement, the City may withhold
payment until the statement is brought into compliance. Such withholding does not relieve
Consultant of its obligations under this Agreement.
Bremerton/ Power Group
Resource Conservation Management Program
Page 1 of 6
IV. Relationship of Parties: Consultant represents that it is skilled in the matters addressed
in the Scope of Work and is performing independent functions and responsibilities within its
field of expertise. Consultant and its personnel are independent Consultants and not employees
of the City. Consultant and its personnel have no authority to bind the City or to control the
City's employees and other Consultants. None of the benefits provided by the City to its
employees, including, but not limited to, compensation, insurance, and unemployment insurance
are available from the City to the employees, agents, representatives, or sub-Consultants of the
Consultant. Consultant will be solely and entirely responsible for its acts and for the acts of
Consultant's agents, employees, representatives and sub-Consultants during the performance of
this Agreement. The City may, during the term of this Agreement, engage other independent
Consultants to perform the same or similar work.
As an independent Consultant, Consultant is responsible for its own management. The
City's administration and enforcement of this Agreement shall not be deemed an exercise of
managerial control over Consultant or its personnel.
As an independent Consultant, Consultant is responsible for payment of all taxes and
licensing fees necessary to perform its obligations under this Agreement. These taxes and fees
include but are not limited to State industrial insurance, Business & Occupation, State
professional licensing, and City business licensing. If any taxes or fees due the City have been
declared delinquent, the City may withhold the delinquent amount, plus any additional charges
arising from the delinquency, from any payments due Consultant.
V. Indemnification: Consultant shall defend, indemnify and hold the City, its officers,
officials, employees, agents and volunteers hannless from any and all claims, injuries, damages,
losses or suits, including all legal costs and attorney fees, arising out of or in connection with the
performance of this Agreement, except for that portion of the injuries and damages caused by the
City's sole negligence.
_ The City's review or acceptance of any of the work when completed shall not be grounds
to avoid any of these covenants of indemnification.
Should a court of competent jurisdiction determine that this Agreement is subject to
RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons
or damages to property caused by or resulting from the concurrent negligence of the Consultant
and the City, its officers, officials, employees, agents and volunteers, the Consultant's liability
hereunder shall be only to the extent of the Consultant's negligence.
IT IS FURTHER SPECIFICALLY AND E�PRESSLY UNDERSTOOD THAT THE
INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'S
WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY
FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER
ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER.
The provisions of this section shall survive ,the expiration or termination of this Agreement.
Bremerton/ Power Group
Resource Conservation Mana�ement Pro�ram
Page 2 of 6
VI. Insurance: The Consultant shall procure and maintain for the duration of the Agreement,
insurance against claims for injuries to persons or damage to property which may arise from or in
connection with the perfortnance of the work hereunder by the Consultant, its agents,
representatives, employees, sub-consultants or sub-Consultants.
Before beginning work on the project described in this Agreement, the Consultant shall
provide a Certificate of Insurance evidencing:
1. Automobile Liabilitv insurance with limits no less than $1,000,000 combined single
limit per accident for bodily injury and property damage; and
2. Commercial General Liabilitv insurance written on an occurrence basis with limits no
less than $1,000,000 combined single limit per occurrence and general aggregate for
personal injury, bodily injury and property damage. Coverage shall include but not be
limited to: blanket contractual; products/completed operations/broad form property
damage; explosion, collapse and underground (XCU) if applicable; and employer's
liability; and
3. Excess Liabilitv insurance with limits not less than 1,000,000 limit per occurrence and
aggregate.
4. Professional Liability insurance with limits no less than $1,000,000 limit per
occurrence/claim.
Any payment of deductible or self insured retention shall be the sole responsibility of the
Consultant.
All required policies shall be provided on an"occurrence" basis except professional
liability insurance (if required), which may be provided on a"claims-made" basis.
The City shall be named as an additional insured on the Commercial General Liability
insurance policy, as respects work performed by or on behalf of the Consultant and a copy of an
endorsement that is acceptable to the City, which names the City as an additional insured shall be
attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of
all the required insurance policies and endorsements. The City further reserves the right to reject
any unacceptable policies and/or endorsements.
The Consultant's Commercial General Liability insurance shall contain a clause stating
that coverage shall apply separately to each insured against whom claim is made or suit is
brought, except with respects to the limits of the insurer's liability.
The Consultant's insurance shall be primary insurance as respects the City and the City
shall be given thirty (30) days prior written notice by certified mail, return receipt requested, of
any cancellation, suspension or material change in coverage.
The City also reserves its unqualified right to require at any time and for any reason,
proof of coverage in the form of a duplicate of the insurance policy with all endorsements as
evidence of coverage.
Bremerton/ Power Group
Resource Conservation Mana�ement Pro�am
Page 3 of 6
VII. General Conditions:
A. Reports and Information: When requested by the City, Consultant shall furnish
periodic reports and documents on matters covered by this Agreement. The reports and
documents shall be furnished in the time and form requested. Consultant shall maintain
accounting records in accordance with Generally Accepted Accounting Principles (GAAP) to
substantiate all billed amounts.
B. Ownership and Use of Records and Documents: Original documents, drawings,
designs and reports, including those in electronic format, developed under this Agreement are the
property of the City. All written information submitted by the City to the Consultant in
connection with the services performed by the Consultant under this Agreement will be
safeguarded by the Consultant to at least the same extent as the Consultant safeguards like
information relating to its own business. If such information is publicly available or is already in
Consultant's possession or known to it, or is rightfully obtained by the Consultant from third
parties, Consultant shall bear no responsibility for its disclosure, inadvertent or otherwise.
All data, documents and files created by Consultant under this Agreement may be stored
at Consultant's office in Seattle, Washington. Consultant shall make such data, documents, and
files available to the City upon its request at all reasonable times for the purpose of editing,
modifying and updating as necessary until such time as the City is capable of storing such
information in the City's offices. Duplicate copies of this information shall be provided to the
City upon its request, and at reasonable cost.
All documents, including all reports, drawings, specifications, computer software or other
items prepared or furnished by Consultant pursuant to this Agreement, are instruments of service
with respect to the project and are the property of the City. Any reuse by the City for other than
the specific purpose intended will be at City's sole risk.
C. Work Performed at Consultant's Risk: Consultant shall take all precautions necessary
and shall be responsible for the safety of its employees, agents, and sub-consultants in the
performance of the work hereunder and shall utilize all protection necessary for that purpose.
All work shall be done at Consultant's own risk, and Consultant shall be responsible for any loss
of or damage to materials, tools, or other articles used or held for use in connection with the
work.
D. Place of Work: The Consultant shall perform the work authorized under this
Agreement at its offices in Seattle, Washington or at the office provide by the City of Bremerton.
Meetings required to complete work identified in Exhibit A shall take place at the City's offices,
or at locations mutually agreed upon by the parties.
E. Entire Agreement: This Agreement and its Exhibits constitutes the entire agreement
between the Parties, and the Parties acknowledge that there are no other agreements, written or
oral, that have not been set forth in the text of this Agreement.
Bremerton/ Power Group
Resource Conservation Management Program
Page 4 of 6
F. Severabilitv: Should any part of this Agreement be found void, the balance of the
Agreement shall remain in full force and effect.
G. Modification: This Agreement may only be modified by written instrument signed by
both Parties.
H. Written Notices: All communications regarding this Agreement shall be sent to the
parties at the addresses listed below by registered or 1 st class mail, or by personal service, and
shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement
or such other address as may be hereafter specified in writing.
City Address
Paul Wandling, P.E.
3027 Olympus Drive
Bremerton, WA 98310
Consultant Address
Cascade Power Group, LLC
918 South Horton Street
Suite 817
Seattle, WA 98134
L Waiver: Failure to enforce any provision of this Agreement shall not be deemed a
waiver of that provision. Waiver of any right or power arising out of this Agreement shall not be
deemed waiver of any other right or power.
J. Non-Waiver of Breach: The failure of the City to insist upon strict performance of any
of the covenants and agreements contained herein, or to exercise any option herein conferred in
one or more instances shall not be construed to be a waiver or relinquishment of said covenants,
agreements or options, and the same shall be and remain in full force and effect.
K. Comnliance with Laws: Consultant shall comply with all applicable Federal, State,
and local laws in performing its obligations under this Agreement.
L. Choice of Law and Venue: This Agreement shall be interpreted according to the laws
of the State of Washington. Any judicial action to resolve disputes arising out of this Agreement
shall be brought in Kitsap County Superior Court.
M. Attornevs' Fees: In the event of litigation to enforce any of the terms or provisions
herein, each party shall pay all its own costs and attorney's fees.
N. Assi nment: Any assignment of this agreement by the Contractor without the written
consent of the City shall be void.
VIII. Nondiscrimination: Consultant shall not discriminate in employment or services to the
public on the basis of race, color, national origin, sex, religion, age, marital status, disability, or
sexual orientation except for employment actions based on bona fide occupational qualification.
IX. Termination: This Agreement shall remain in force until completion and acceptance of
the services, terminated by written instrument upon mutual consent, or by the City of Bremerton
Bremerton/ Power Groun
Resource Conservation Management Pro ram
Page 5 of 6
for convenience. This Agreement may be immediately terminated for cause by a Party if the
other Party substantially fails to perform through no fault of the terminating Party, and the non-
performing Party does not commence correction of the failure of performance within thirty (30)
days of the terminating Party's sending notice to the non-performing Party. Any Notice by
Consultant shall include a report showing the status of all items listed in the Scope of Work
current through the termination date.
If the City receives reimbursement by any federal, state, or other source for work described in
Section I herein, and that funding is withdrawn, reduced or limited in any way, or the project is
cancelled or substantially reduced after the execution date of this Agreement and prior to the
� completion of the work, the City may summarily terminate this Agreement.
A. Excusable Delavs: The right of Consultant to proceed shall not be terminated nor shall
Consultant be charged with liquidated damages for any delays in the completion of the work due
to: 1) any acts of the federal government in controlling, restricting, or requisitioning materials,
equipment, tools, or labor by reason of war, national defense, or other national emergency; 2)
any acts of the City, its consultants, or other public agencies causing such delay; and 3) causes
not reasonably foreseeable by the parties at the time of the execution of the Agreement that are
beyond the control and without the fault or negligence of the Consultant, including, but not
restricted to, acts of God, fires, floods, strikes, or weather of unusual severity. PROVIDED,
HOWEVER, that the Consultant must promptly notify the City within ten (10) calendax days in
writing of the cause of the delay. If, on the basis of the facts and the terms of this Agreement,
the delay is properly excusable, the City shall, in writing, extend the time for completing the
work for a period of time commensurate with the period of excusable delay.
B. Ri ht�s U_pon Termination: In the event of termination, the City shall pay for all
services performed by the Consultant to the effective date of termination, as described on a final
invoice submitted to the City. After termination, the City may take possession of all records and
data within the Consultant's possession pertaining to this project which may be used by the City
without restriction. Any such use not related to the project which Consultant was contracted to
perform shall be without liability or legal exposure to the Consultant.
CITY OF BREMERTON CONSULTANT
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R:\LEGAL\Contracts�FORMS�Professional Services Agreement Form (2003).doc
Bremerton/ Power Groun
Resource Conservation Management Pro�ram
Page 6 of 6
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Exhibit A
Professional Services
The general purpose and objective of this exhibit is to establish the contractual terms and conditions
allowing the City of Bremerton, Port of Bremerton, City of Poulsbo, and the City of Bainbridge Island to
employ the services of the Consultant as required during the effective dates of the contract for the
purpose of providing consulting and project management services.
Section 1- Scope:
A. In order to accomplish the conditions of this Agreement, the Consultant shall provide all
necessary professional services to the multi-agency partnership between the City of Bremerton,
Port of Bremerton, City of Poulsbo, and City of Bainbridge Island, herein referred to as
'Agencies', with due diligence, to perform the following specific duties within the specified time
period for each agency:
• City of Bremerton > 60% (2 days or 16 hours per week)
• City of Bainbridge Island > 20% (1.5 day or 12 hours per week)
• Port of Bremerton > 10% (3/4 day or 6 hours per week)
• City of Poulsbo > 10% (3/4 day or 6 hours per week)
**Figures based on one FTE- 40hrs per week
1. Hire and train on-site Resource Conservation Manager and provide on-going training
through the duration of the RCM program.
a. RCM will be stationed primarily at the City of Bremerton and will travel to the Port
of Bremerton, City of Poulsbo, and City of Bainbridge Island to conduct field work
and meetings.
2. Meet all ARRA requirements.
3. Setup Agencies' utility management database / software.
4. Analyze Agencies' utility costs and develop Agency-wide cost-reduction plans.
Cascade Power Group — Professional Services
City of Bremerton, City of Poulsbo, City of Bainbridge Island, and Port of Bremerton
Multi-Agency Shared RCM Program
C.,t�..��E P,,,��� k GR�,t �.
5. Conduct site audits of each facility.
6. Develop recommendations to reduce utility costs at each site.
a. Primarily behavioral-oriented tasks for low-cost/no-cost savings in addition to
recommended capital projects.
7. Assist with budget forecasting and notify Agencies of utility rate changes.
8. Help to implement behavioral programs and capital improvement projects.
9. Facility audits reports for each facility.
a. Including water/sewer/trash reduction measures
10. Provide final documents to the appropriate Agencies for projects.
11. Communications of program status via monthly emails.
12. Annual Facility Action Plan — Resource implementation guide for all agencies.
a. Including water/sewer/trash reduction measures
13. Provide reports and updates as needed to the appropriate Agency administration and staff.
a. Summaries of all program activities
14. Estimated energy and water savings potential (based on total utility cost of $3,857,216):
a. Yr 1- $ 55,166
b. Yr 2 - $199,093
c. Yr 3 - $315,657
Additionally, the RCM program will provide WSU and PSE (Partners) with the following
requirements:
1. Training for resource accounting software.
2. Communications of program status via monthly emails.
3. Resource implementation guide for all partners.
4. Summaries of all program activities.
5. Participation in RCM conference calls/workshops scheduled by WSU and PSE.
Cascade Power Group — Professional Services
City of Bremerton, City of Poulsbo, City of Bainbridge Island, and Port of Bremerton
MuVti-Agency Shared RCM Program
C ,1\t�.\f�E L ll\\'I'R GR[11 1'
B. Responsibilities of each Agency:
1. Designate a point of contact.
2. Provide reasonable access to its facilities to the on-site RCM specialist, as needed to
perform the tasks outlined in the contract.
City of Bremerton:
3. Provide payment to Cascade Power Group, LLC as described herein or incorporated by
reference.
4. Provide a workspace, computer with internet access, printer, customer email address
and telephone to on-site RCM specialist.
Cascade Power Group — Professional Services
City of Bremerton, City of Poulsbo, City of Bainbridge Island, and Port of Bremerton
Multi-Agency Shared RCM Program
C .\�t;�f�E 7�t)\t'I'R tTi2�t�:��
Section 2 - Term:
C. This section of the exhibit functions to specify the timeline and deliverables listed under the
'scope'of the RCM program for the purposes of project tracking. Deliverables will be sent to the
City point of contact and the respected Agencies or Partners in the form stated herein.
Program timeline:
HireITrain Utility data Utility data Site Audit Staff RCM
RCM setu anal sis audits reportin Action Re ort meetin s u dates
Sept/Oct �
2010 ` X X X X
Nov/Dec X X X X X X X
Jan ,
2011/Feb X X X X X X
Mar/A ril X
Ma /June X X X X
Jul /Au X X
Se UOct X X X X
Nov/Dec
2011 X X
Jan/Feb
2012 X X X
Mar/A ril X X
Ma /June X X X X
Jul /Au X
Se t/Oct X X X X X
Nov/Dec
2012 X X
Jan/Feb
2013 X X X
Mar/A ril X
Ma /June X X X X X
Jul /Au X
Se -13 X. X X X
Cascade Power Group — Professional Services
City of Bremerton, City of Poulsbo, City of Bainbridge Island, and Port of Bremerton
Multi-Agency Shared RCM Program
C,,t�.,�,t R,,,-�.k GR�,t:,.
Program Deliverables:
Task Description Deliverable
Signed appointment between RCM
Hire RCM One FT RCM placed at City of Bremerton and Cascade Power Group
Initial training conducted by RCM Signed certificate between RCM and
Train RCM . Program Director Cascade Power Group
Utility data setup Utility manager database creation Copy of database (UMDB File)
Findings Report with recommended
Utility data analysis Scrubbing line items for discrepancies actions
Completed walk-through checklists
Site Audits Physical walk through of facilities verified by Program Director
Reporting the results of individual site
Audit Reporting audits Facility Audit Reports
Reporting the results of cumulative site
audits and producing a City and Port-
Action Reports Wide action plan Annual Facility Action Report
Physical reporting to Cities and Port at Emailed meeting notes including
Staff Meetings their respected territories. attendees
Reporting the status of the RCM
RCM Updates Program to all Agencies via email Emailed report
Cascade Power Group — Professional Services
City of Bremerton, City of Poulsbo, City of Bainbridge Island, and Port of Bremerton
Multi-Agency Shared RCM Program
C,��,,�,t P�,,,•„k Ga�,�,,
Section 3 - Compensation:
Program costs not to exceed $ 90,OOOUSD each year based on Memorandum of Understanding
(MOU) requirement with Puget Sound Energy (3-years) and grant agreement with Washington State
University (2-years).
Itemization of costs:
• Project Director: $15,000
o Oversight, correspondence, management of timeline and tasks
• RCM: $65,000
o Site audit reports, action plan and annual plan, on-site personnel
• Project support: $10,000
o Reporting, analysis support, software/data entry, administrative
Cascade Power Group will bill the City of Bremerton monthljr in accordance with the costs
outlined herein. The method used to calculate invoicing is; the itemization of costs divided
�venly throughout 12 months and billed monthly. Consideration for payment is the deliverables
outlined in section 2 that are met:
a.) Within program timelines
b.) Prior to the invoice date.
Upon receipt of the considerations, the City will provide payment to Cascade Power Group, LLC
within 30 days of receipt of invoice.
Cascade Power Group — Professional Services
City of Bremerton, City of Poulsbo, City of Bainbridge Island, and Port of Bremerton
Multi-Agency Shared RCM Program