HomeMy WebLinkAbout8 Contract with ADM for EMV Consulting ServicesTRUCKEE DONNER
Public Utility District
MEETING DATE: October 7, 2020
TO: Board of Directors
AGENDA ITEM #8
FROM: Michael Salmon, Chief Financial Officer
SUBJECT: Professional Services Agreement with ADM Associates
APPROVED BY
Michael Salmon, Chief Financial Officer
RECOMMENDATION:
Authorize the General Manager to execute a Master Services Agreement with ADM
Associates, Inc. (Attachment 1), and all necessary documents, in the amount of $83,852
for Evaluation Measurement & Verification (EM&V) consulting services through September
30, 2023. The first Task Order (Attachment 2) will be to conduct EM&V on the District's
FY20 conservation programs and develop a report. The first task order is for a not to
exceed amount of $25,688, which will leave $58,164 remaining for future tasks.
BACKGROUND:
The District is required each year to report to the California Energy Commission (CEC) on
the energy savings achieved by its energy conservation programs. Starting in 2008, the
District has retained an Evaluation, Measurement and Verification (EM&V) consultant to
perform a 3rd party, objective evaluation of the current year programs. The final EM&V
report is the basis for our CEC reporting and provides valuable feedback to Staff on the
performance of our many programs.
The EM&V process also aids Staff with optimizing program design and implementation.
This program optimization brings greater value to the Truckee community by identifying
opportunities to maximize program return on investment. The expertise of the EM&V
consultant is a valuable asset in program optimization.
The District has retained ADM Associates Inc. since 2014 to conduct EM&V on the
District's conservation programs and to develop a report. ADM Associated, Inc. has a local
presence and has performed well on this professional service. District staff are
recommending to continue with ADM Associates, Inc. for EM&V services.
This can best be accomplished using a Master Services Agreement (MSA) with ADM
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Associates, Inc. The District's MSA offers a flexible system for completing several
professional services projects or tasks over time. As the name implies, the MSA is the
master agreement that governs the high-level structure of the contract. Following the MSA,
there are a series of Task Orders that outline the actual details of a specific project or task.
The scope and budget for each project will be agreed upon with the consultant through the
execution of a signed Task Order before the project begins.
The first Task Order (Attachment 2) will be to conduct EM&V on the District's FY20
conservation programs and prepare a report. The first task order is in the amount of
$25,688 which will leave $58,164 remaining for future tasks. Staff anticipates the future
tasks to consist primarily of conducting EM&V and developing a report for the FY21 and
FY22 conservation program.
This item is in support of the following objectives and goals identified by the District.
1.05.020 Objectives:
1. Responsibly serve the public;
5. Manage in an environmentally sound manner; and
6. Manage the District in an effective, efficient and fiscally responsible manner.
1.05.030 Goals:
1.1 Conduct the District's business in a legal, ethical, open, and transparent
manner;
5.2 Develop and implement a program of water and electric power use efficiency
and conservation; and
6.6 Develop appropriate financial procedures to assure responsible financial
management.
FISCAL IMPACT:
The Board approved Conservation Department Operating Budget included $33,000 in
FY20 and $33,990 in FY21 for EM&V professional services in GL account 1.4.908.00.860.
As of August 31, 2020 the District has incurred no expenditures to this account. Sufficient
funds remain in the Budget for the procurement of the proposed professional services from
ADM Associates, Inc. for FY20 and FY 21 and the additional funding will be considered in
the FY22-FY23 budgets. Professional services do not require competitive bidding
procedures per District Code Section 3.08.050.
ATTACHMENTS:
1. Master Services Agreement with ADM Associates, Inc.
2. Task Order No. 1 — Conduct FY20 EM&V and develop a report
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TRUCKEE DONNER PUBLIC UTILITY DISTRICT
MASTER SERVICES AGREEMENT
This Agreement is entered into this 8th day of October, 2020, by and between Truckee Donner
Public Utility District, a public utility district organized and existing under the laws of the State of
California ("DISTRICT"), and ADM Associates, Inc., a California Corporation ("CONSULTANT"),
for professional and related services to be provided to DISTRICT. DISTRICT and
CONSULTANT may be referred to individually as "Party" or collectively as "Parties".
SCOPE OF SERVICES
A. Professional Services
This Agreement will serve as a master agreement and as work is authorized by the DISTRICT,
a TASK will be developed and attached as a part of this Agreement. Each TASK will describe
the work to be completed (Scope of Work), the time frame to be completed, and the fee and
method of payment. Each TASK will be executed by both the DISTRICT and the
CONSULTANT. The DISTRICT reserves the right to contract with other persons or firms to
provide professional services as it deems appropriate, in its sole and exclusive discretion.
B. Additional Services
Any work or services in addition to the work or services described herein shall be performed by
CONSULTANT according to the rates and charges set forth in the agreement for the specific
TASK for which services are provided. In the event no rate or charge is listed for a particular
type of extra work, CONSULTANT shall be paid for the extra work at a rate to be mutually
agreed upon prior to commencement of the extra work. In no event shall CONSULTANT be
entitled to compensation for extra work unless a written authorization or change order
describing the work and payment terms has been executed by the DISTRICT prior to
commencement of the work.
2. FEES FOR SERVICES
For services provided by CONSULTANT to DISTRICT pursuant to this Agreement, DISTRICT
shall pay CONSULTANT in accordance with the rates and charges set forth in the agreement
for the specific TASK for which services are provided. In any event, CONSULTANT's
compensation for a given TASK shall be subject to any fixed limits which may be agreed upon
by the Parties.
3. BILLING AND PAYMENT
CONSULTANT shall submit a monthly statement to DISTRICT setting forth the amount due for
services and itemizing amounts due for expenses. DISTRICT shall pay the full amount of such
statement within thirty (30) days after receipt. Any sums billed, not disputed in written form
setting forth specific exceptions and unpaid after thirty (30) days from the date of receipt, shall
be subject to a late payment charge equal to the lesser of one and one-half (1-1/2) percent or
the maximum rate permitted by law, for each month or fraction thereof past due.
4. INDEPENDENT CONTRACTOR
CONSULTANT shall provide services to DISTRICT as an independent contractor, not as an
employee of DISTRICT. CONSULTANT shall not have or claim any right arising from employee
status.
5. TERMINATION OF AGREEMENT
(A) Unless otherwise terminated as provided herein, this Agreement shall terminate when (i)
the services provided for herein have been fully and completely performed or (ii) September 30,
2023, whichever occurs first.
(B) Notwithstanding any other provision of this Agreement, either party may terminate this
Agreement by giving thirty (30) days advance written notice to the other party.
(C) Upon termination of this Agreement, CONSULTANT shall have no further obligation to
provide services to DISTRICT. If the Agreement is terminated prior to completion of the
services to be provided hereunder, CONSULTANT shall render a final bill for services to
DISTRICT within thirty (30) days after the date of termination, and DISTRICT shall pay
CONSULTANT for all fees earned and expenses incurred prior to the date of termination in
accordance with Section 3.
6. INSURANCE
(A) CONSULTANT shall maintain in effect at its own expense, employer's liability insurance,
one million dollars ($1,000,000) aggregate of comprehensive general liability insurance (bodily
injury and property damage), and five -hundred thousand dollars ($500,000) aggregate of
comprehensive automobile liability insurance (bodily injury and property damage) with respect
to CONSULTANT employees and vehicles assigned to the prosecution of work under this
Agreement. CONSULTANT shall also maintain statutory worker's compensation insurance.
(B) CONSULTANT shall obtain and thereafter maintain in effect, if available, such additional
insurance as may be requested in writing by DISTRICT, the cost of which will be reimbursed by
DISTRICT.
(C) CONSULTANT shall maintain in effect at its own expense professional liability insurance in
the amount of one million dollars $1,000,000 which will insure against losses suffered by
DISTRICT as a result of CONSULTANT's performance of services pursuant to this Agreement.
7. LIABILITY
(A) CONSULTANT shall indemnify and hold harmless DISTRICT, its directors, officers,
partners, agents, and employees from and against any and all liability, claims, demands,
damages, losses, and expenses, including but not limited to attorney's fees, for which
CONSULTANT is determined to be legally liable resulting from negligent acts, errors, or
omissions by CONSULTANT, its directors, officers, agents, and employees in performance of
services required by this Agreement. Liability, claims, demands, damages, losses, or expenses
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resulting from the negligent acts, errors or omissions, whether active or passive, by DISTRICT,
its directors, officers, partners, agents, employees, or by others are excluded from
CONSULTANT's obligations pursuant to this paragraph.
(B) In the event that DISTRICT changes in any way or uses in another project or for other
purposes any of the information or materials developed by CONSULTANT pursuant to this
Agreement, CONSULTANT is released from any and all liability relating to their use and
DISTRICT shall indemnify and hold harmless CONSULTANT, its directors, officers, agents, and
employees from and against any and all liability, claims, demands, damages, losses, and
expenses, including but not limited to attorney's fees, arising out of such changes or use.
(C) Nothing in this Agreement shall be construed to create a duty to, any standard of care with
reference to, or any liability to any person not a Party to this Agreement.
8. SUCCESSORS IN INTEREST
No Party shall assign, transfer, or otherwise dispose of this Agreement in whole or in part to any
individual, firm, or corporation without the prior written consent of the other Party. Subject to the
provisions of the preceding sentence, this Agreement shall be binding on, and inure to the
benefit of, each Party's successors in interest, including their heirs, legatees, assignees, and
legal representatives.
9. WAIVER
Any waiver at any time by either Party of its rights with respect to a default under this
Agreement, or with respect to any other matters arising in connection with this Agreement, shall
not be deemed a waiver with respect to any subsequent default or other matter.
10. SEVERAL OBLIGATIONS
Except where specifically stated in this Agreement to be otherwise, the duties, obligations, and
liabilities of the Parties are intended to be several and not joint or collective. Nothing contained
in this Agreement shall be construed to create an association, partnership, or joint venture or
impose a trust or partnership duty, obligation, or liability on or with regard to either Party. Each
Party shall be individually and severally liable for its own obligations under this Agreement.
11. AMENDMENT
All changes or modifications to this Agreement shall be in writing and signed by both Parties.
12. GOVERNING LAW
This Agreement shall be construed and interpreted according to, and the rights of the Parties
shall be governed by, the laws of the State of California. Venue shall be in Nevada County.
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13. ALTERNATIVE DISPUTE RESOLUTION
In the event of disagreement or dispute between the Parties arising out of or connected with this
Agreement which cannot be adjusted by and between the Parties, the disputed matter shall be
resolved as follows:
A. DISTRICT and CONSULTANT agree to mediate any dispute or claim arising between
them out of this Agreement or any resulting transaction before resorting to arbitration or court
action. Mediation fees, if any, shall be divided equally between DISTRICT and CONSULTANT.
If either Party commences an arbitration or court action (including any cross -complaint,
counterclaim or third -party claim) against the other based on a dispute or claim to which this
paragraph applies without first attempting to resolve the matter through mediation, the Party
commencing the arbitration or court action shall not be entitled to recover attorneys' fees, even
if they would otherwise be available in any such arbitration or court action.
B. DISTRICT and CONSULTANT agree that any dispute or claim in law or
equity arising between them out of this Agreement or any resulting transaction which is not
settled through mediation shall be decided by neutral, binding arbitration and not by court
action. The arbitration shall be conducted by a retired judge or justice, unless the Parties
mutually agree to a different arbitrator, who shall render an award in accordance with
substantive California law. In all other respects, the arbitration shall be conducted in
accordance with applicable California law and the rules and standards of the American
Arbitration Association. Judgment upon the award rendered by the arbitrator(s) may be entered
in any court having jurisdiction.
14. ATTORNEY'S FEES
If either Party becomes involved in litigation arising out of this Agreement or the performance
thereof, the prevailing Party shall be entitled to reasonable attorney's fees, costs and expenses,
in addition to any other relief to which that Party may be entitled. This provision shall be
construed as applicable to the entire Agreement.
15. ENTIRE AGREEMENT
This Agreement constitutes the complete and final expression of the agreement of the Parties
and is intended as a complete and exclusive statement of the terms of their agreements and
supersedes all prior and contemporaneous offers, promises, representations, negotiations,
discussions, communications, and agreements which may have been made in connection with
the subject matter hereof.
16. SEVERABILITY
If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be
invalid or unenforceable, it shall be considered severable from the remainder of this Agreement
and shall not cause the remainder to be invalid or unenforceable. In such event, the Parties
shall reform this Agreement to replace such stricken provision with a valid and enforceable
provision which comes as close as possible to expressing the intention of the stricken provision.
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17. NOTICES
(A) Any notice, demand, information, invoice, report, or item otherwise required, authorized, or
provided for in this Agreement, unless otherwise specified herein, shall be deemed properly
given if delivered in person or sent by United States Mail, First Class postage prepaid:
To CONSULTANT:
To DISTRICT:
Taghi Alereza, CEO
ADM Associates, Inc.
3239 Ramos Circle
Sacramento, CA 95827
General Manager
Truckee Donner Public Utility District
11570 Donner Pass Road
Truckee, CA 96161
(B) All notices shall be deemed effective upon receipt by the party to whom such notice is
given.
18. TIME OF ESSENCE
Time is of the essence in this Agreement.
19. SIGNATURE CLAUSE
The signatories hereto represent that they are authorized to enter into this Agreement on behalf
of the party for whom they sign.
TRUCKEE DONNER
PUBLIC UTILITY DISTRICT
By: By:
Remleh Scherzinger, MBA, CSDM, P.E.
Its:
Its:
Date: Date:
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TRUCKEE DONNER PUBLIC UTILITY DISTRICT
MASTER SERVICES AGREEMENT
TASK No. 1
TASK TITLE: Conduct FY20 EM&V and Develop a Report
This TASK agreement is being entered into by the parties hereto pursuant to the provisions of
the Master Services Agreement between the Truckee Donner Public Utility District ("DISTRICT")
and ADM Associates, Inc. ("CONSULTANT") dated October 8, 2020, and all terms and
definitions contained in the Master Services Agreement shall apply to this TASK.
I. Description of Work
A. CONSULTANT agrees to conduct EM&V on the District's FY20 conservation programs
and prepare a report.
B. Qualification of Personnel: The personnel supplied by CONSULTANT to fulfill its
obligations under this Agreement shall include a Senior Principal, Principal, Senior Project
Manager, Senior Engineer, Engineer II, Engineer I, Analyst II, Analyst I, Technician and Project
Coordinator.
C. CONSULTANT to DISTRICT: It is understood that the services to be provided under this
Agreement are for the benefit of the DISTRICT and its staff, and that the CONSULTANT'S
responsibility will be to the DISTRICT. It is further agreed that in all matters pertaining to the
DISTRICT'S development or redevelopment projects, the CONSULTANT shall act as consultant
to only the DISTRICT and shall not act as consultant to any other individual or entity affected by
development or redevelopment in the DISTRICT in any manner that would conflict with
CONSULTANT'S responsibilities to the DISTRICT during the term of this Agreement.
D. CONSULTANT shall adhere to accepted professional standards as set forth by the
relevant professional associations and shall perform all services required under this Agreement
in a manner consistent with generally accepted professional procedures. CONSULTANT shall
strive for maximum accuracy in the results obtained for its services, and the data provided shall
be as accurate and up-to-date as is reasonably possible.
E. CONSULTANT shall be obligated to devote as much of its attention, skill, and effort as
may be reasonably required to perform the services described herein in a professional and
timely manner.
II. Scope of Work
In consideration for payment of fees under Section III of this TASK, CONSULTANT shall
provide, or cause to be provided, the following services:
The Scope of Work (Scope) includes program level EM&V services. The project should
address all applicable items from the California Energy Commission (CEC) EM&V check list.
Proposals may deviate or expand on this Scope based on individual experience and judgment,
so as to provide a complete work product meeting District EM&V objectives within the project
budget.
59
Project tasks include:
• Development of an EM&V Plan in coordination with District staff.
• M&V including metering, monitoring, on -site inspections and surveys for a
minimum of one program
• M&V or V using Unit Energy Savings (UES) from prior EM&V studies, CMUA
TRM and other sources along with District supplied project and program data for
21 District conservation programs
• Calculation of the 2017 District conservation program impacts using the E3
reporting tool
• Documenting the study in a report including EE measure info, M&V approach,
Evaluation approach, evaluation results and recommendations for program
improvements
• Consulting with District staff on 1) the optimization of existing programs, 2)
creation of new programs and 3) use of E3 as a planning tool.
Gross Savings Net Savings
Program Name Online/Phone Desk Review
Site Vists Online Survey Phone Survey Deemed
Survey Only
Commercial Green Partners LED/CFL
Option 2
Option 1
Option 2
Option 1
Commercial Lighting
Option 2
Option 1
Option 2
Option 1
Commercial Custom
No Program Activity
Residential Green Partners
No Program Activity
Residential Holiday Light Exchange
Option 1 & 2
Option 1 & 2
Residential Lighting Rebate
Option 2
Option 1
Option 2
Option 1
Residential Appliance
Option 2
Option 1
Option 2
Option 1
Residential Refrigerator Recycling
Option 2
Option 1
Option 2
Option 1
Residential Heat Pump Water Heaters
Option 2 *
Option 1 *
Option 2
Option 1
Residential Efficient Windows
No Program Activity
Residential Building Efficiency
No Program Activity
Residential Energy Survey
No Program Activity
Residential Energy Savings Partners
Option 2
Option 1
Option 2
Option 1
Residential Toilet Rebate
Option 2
Option 1
Option 2
Option 1
Residential Toilet Exchange
Option 2
Option 1
Option 2
Option 1
Residential Leak Repair
Option 2
Option 1
Option 2
Option 1
Residential High Efficiency Washer
Option 2
Option 1
Option 2
Option 1
* Heat Pump Water Heater program includes the analysis of long term monitoring data collected by PUD from pilot study
customers
Time for performance of all services under this Task of this Agreement shall be from October 8,
2020 to September 30, 2021.
Task
Description
October
November
December
January
February
March
April
6
13
20
27
3
10
17
24
1
8
15
22
29
5
12
19
26
2
9
16
23
2
9
16
23
30
6
13
20
27
1
Kick -Off/ DevelopWorkplan
A
2
Impact Evaluation & E3 Modeling
1
3
Reporting
A
4
Consulting on Program Design & Improvements
Elt
rA
Fees and Method of Pavment
The DISTRICT agrees to pay to CONSULTANT a sum not to exceed Twenty -Five Thousand,
Six Hundred and Eighty -Eight Dollars ($25,688.00) as the sole compensation under this
Agreement for the services to be rendered in connection with this Task. Payment shall be made
in equal monthly installments over the term of this Task. Compensation above this amount may
be agreed to by the Parties and evidenced in writing by a change order or some other record.
A. CONSULTANT's hourly rate for such additional services as may be requested by
DISTRICT shall be as set forth in Exhibit 1" attached hereto.
B. DISTRICT retains the right to require proof of services performed or costs incurred prior
to any payment under this Agreement.
C. The DISTRICT retains the right to require the submittal by the CONSULTANT of all
background research materials generated by the CONSULTANT in providing the services set
forth herein.
D. The term "costs" as used in this section includes, but is not limited to, the following items
and is the sole responsibility of the CONSULTANT: travel, printing, clerical, mailing, etc.
IV. Personnel
A. CONSULTANT agrees that it will employ, at its own expense, all personnel, including
any subcontractors, reasonably necessary in its discretion to perform the services required by
this Agreement, and in no event shall such personnel be the employees of DISTRICT. All of the
services required hereunder shall be performed by the CONSULTANT or subcontractors,
subject to provisions of Sub -paragraph (B) below.
B. In addition to personnel employed directly by CONSULTANT, CONSULTANT may
engage such subcontractors as it may deem necessary to the performance of its services
hereunder with the prior written approval of DISTRICT. Any such subcontractors shall be paid
by the CONSULTANT from the funds payable to CONSULTANT pursuant to this Agreement,
and in no event shall DISTRICT be responsible for the payment of such subcontractors.
V. Abandonment of Project
If the DISTRICT finds it necessary to abandon or suspend the PROJECT, the CONSULTANT
shall be compensated for all work completed under Article II according to the schedule for
payments designated under Article III. Work items not completed, but upon which work has
been performed, shall be paid for on the basis of time and expenses incurred in accordance
with the attached consultant fee schedule (Exhibit 1").
VI. Ownership of Documents
CONSULTANT agrees to return to the DISTRICT, upon termination of this Agreement, all
documents, drawings, photographs, and other written or graphic material, however produced,
received from DISTRICT and used by CONSULTANT in the performance of its services
hereunder. All work papers, drawings, reports, internal memoranda, graphics, photographs,
and any written or graphic material, however produced, prepared by CONSULTANT in
connection with its performance of services hereunder shall be, and shall remain after
9
termination of this Agreement, the property of the DISTRICT and may be used by the DISTRICT
for any purpose whatsoever.
VII. Warranties
CONSULTANT warrants that its services are performed, with the usual thoroughness and
competence of the consulting profession, in accordance with the standard for professional
services at the time those services are rendered.
In witness whereof, the parties have executed this TASK the day and year first written above.
TRUCKEE DONNER PUBLIC ADM Associates, Inc.
UTILITY DISTRICT
Name: Remleh Scherzinger, MBA, CSDM, P.E. Name:
Title: General Manager Title:
Signature:
Signature:
Date: Date:
N
EXHIBIT "1"
FEES FOR SERVICES
Option 1- Hours & Cost
Option 2 - Hours & Cost
Labor Category Rate
Kick -Off / Impact
Reporting
Work Plan Evaluation
Kick -Off / Impact
Reporting
Work Plan Evaluation
Sr. Principal.
$225
0.5
2
1
0.5
3
1
Principal
$175
1
2
15
1
3
15
Sr. Project Manager
$135
5
28
20
5
34
20
Sr. Engineer
$135
2
6
8
2
7
8
Engineer 11
$110
11
10
14
10
Engineer
$100
18
21
Analyst II
$100
18
21
Analyst 1
$80
11
14
Technician
$75
6
7
Project Coordinator
$55
42
1 10
51
10
Sub -Totals:
Total:1
$1,233 $13,840 $8,280
$23,353
$1,233 $16,925 $8,280
$26,438
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