HomeMy WebLinkAboutContract 62704CSC No. 62704
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VENDOR SERVICES AGREEMENT
This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the City of Fort Worth ("City"), a Texas home-rule municipal corporation, acting by and through
its duly authorized Assistant City Manager, and Ameresco, Inc. ("Vendor"), a Delaware corporation
authorized to do business in Texas, acting by and through its duly authorized representative, each
individually referred to as a"party" and collectively referred to as the "parties."
1. Scope of Services. Vendor will evaluate City-owned facilities and systems to develop an
energy efficiency and energy conservation plan. Vendor's scope of services ("Services"),is set forth in more
detail in Exhibit "A," attached hereto and incorporated herein for all purposes.
2. Flow Down Requirements. City is procuring Vendor's services in conjunction with
United States Department of Energy grant funding pursuant to Award No. DE-SE0000696 ("Award").
Vendor shall comply with the following requirements to ensure the Department of Energy grant is used in
accardance with Federal statutes, regulations, and the terms of the DOE award:
2.1. Vendor shall comply with the terms and conditions of the Award included in Exhibit "A,"
as applicable to Vendor, including the Award's Intellectual Property Provisions, as set forth
in 2 C.F.R. 910.362, pursuant to 2 C.F.R. 910.350(c).
2.2. Vendor shall include the following acknowledgement and legal disclaimer in the final
version of the plan:
2.2.1. Acknowledgment: "This material is based upon work supported by the
U.S. Department of Energy's Office of State and Community Energy
Programs (SCEP) under the Energy Efficiency and Conservation Block
Grant Program (EECBG) Award Number DE-SE0000696."
2.2.2. Legal Disclaimer: "This repart was prepared as an account of work
sponsored by an agency of the United States Government. Neither the
United States Government nor any agency thereof, nor any of their
employees, makes any warranty, express or implied, or assumes any legal
liability or responsibility for the accuracy, completeness, or usefulness of
any information, apparatus, product, or process disclosed, or represents
that its use would not infringe privately owned rights. Reference herein to
any specific commercial product, process, or service by trade name,
trademark, manufacturer, or otherwise does not necessarily constitute or
imply its endarsement, recommendation, or favoring by the United States
Government or any agency thereo£ The views and opinions of authors
expressed herein do not necessarily state or reflect those of the United
States Government or any agency thereo£"
Vendor Services Agreement
OFFICIAL RECORD
CITY SECRETARY page 1 oC 16
FT. WORTH, TX
2.3. If Vendor anticipates involving foreign nationals in the performance of its duties under
this Agreement, the Recipient must, upon DOE request, provide DOE with specific
information about each foreign national to ensure compliance with the requirements for
participation and access approval. DOE may elect to deny a foreign national's participation
in the Award.
2.4. To the extent Vendor has any indirect costs it incurs in the performance of its duties under
this Agreement, Vendor shall promptly notify the City of such costs for the City to
determine whether the indirect costs are allowable under the terms of the Award and 2
C.F.R. Part 200 as amended by 2 C.F.R. Part 910.
2.5. Pursuant to the Award terms, City hereby notifies Vendor that City is prohibited from
making a subaward to Vendor unless Vendor provides the City its Unique Entity Identifier
(UEI). Vendor agrees that, as of the execution date of this Agreement, it has provided City
with its UEI.
2.6. Vendor agrees to be bound by the DOE Interim Conflict of Interest Policy for Financial
Assistance (located at https://www.energy.gov/management/department-energy-interim-
conflict-interest-policy-requirements-financial-assistance).
3. Term. The initial term of this Agreement is for two year(s), beginning on the date that this
Agreement is executed by the City's Assistant City Manager ("Effective Date"), unless terminated earlier
in accardance with this Agreement ("Initial Term").
4. Compensation.
3.1 Total compensation under this Agreement will not exceed Two Hundred
Thousand Dollars and Zero Cents ($200,000.00).
3.2 City will pay Vendor in accordance with the Prompt Payment Act (Chapter 2251
of the Texas Government Code) and provisions of this Agreement, including Exhibit "B,"
which is attached hereto and incorporated herein for all purposes.
3.3 Vendor will not perform any additional services or bill for expenses incurred for
City not specified by this Agreement unless City requests and approves in writing the
additional costs far such services. City will not be liable for any additional expenses of
Vendor not specified by this Agreement unless City first approves such expenses in
writing.
Termination.
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for
any reason by providing the other party with 30 days' written notice of termination.
4.2 Non-a�ropriation of Funds. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor
of such occurrence and this Agreement will terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to City of any kind whatsoever, except as
to the portions of the payments herein agreed upon for which funds have been appropriated.
Vendor Services Agreement Page 2 of 16
4.3 Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date, City will pay Vendor for services actually rendered up to
the effective date of termination and Vendor will continue to provide City with services requested
by City and in accordance with this Agreement up to the effective date of termination. Upon
termination of this Agreement for any reason, Vendor will provide City with copies of all
completed or partially completed documents prepared under this Agreement following receipt of
payment. In the event Vendor has received access to City Information ar data as a requirement to
perform services hereunder, Vendor will return all City provided data to City in a machine readable
format or other format deemed acceptable to City.
5. Disclosure of Conflicts and ConGdential Information.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendar has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services
under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this
Agreement, Vendar hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information. Vendor, for itself and its officers, agents and employees,
agrees that it will treat all information provided to it by City ("City Information") as confidential
and will not disclose any such information to a third party without the prior written approval of
City.
5.3 Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act. In the event there is a request for information marked Con�dential or Proprietary,
City will promptly notify Vendor. It will be the responsibility of Vendor to submit reasons obj ecting
to disclosure. A determination on whether such reasons are sufficient will not be decided by City,
but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
5.4 Unauthorized Access. Vendor must store and maintain City Information in a secure
manner and will use commercially reasonable efforts to prevent unauthorized users from accessing,
modifying, deleting or otherwise corrupting City Information in any way. Vendor must notify City
promptly if the security or integrity of any City Information has been compromised or is believed
to have been compromised, in which event, Vendor will, in good faith, use all commercially
reasonable efforts to cooperate with City in identifying what information has been accessed by
unauthorized means and will fully cooperate with City to protect such City Infarmation from further
unauthorized disclosure.
6. Right to Audit. Vendor agrees that City will, until the expiration of three (3) years after
final payment under this Agreement, or the final conclusion of any audit commenced during the said three
years, have access to and the right to examine at reasonable times any directly pertinent books, documents,
papers and recards, including, but not limited to, all electronic records, of Vendor involving services
provided on a time and materials basis under this Agreement at no additional cost to City. Vendor agrees
that City will have access during normal working hours to all necessary Vendor facilities and will be
provided adequate and appropriate work space in order to conduct audits in compliance with the provisions
of this section. City will give Vendor reasonable advance notice of intended audits.
7. Independent Contractor. It is expressly understood and agreed that Vendor will operate
as an independent contractor as to all rights and privileges and work performed under this Agreement, and
not as agent, representative or employee of City. Subject to and in accordance with the conditions and
Vendor Services Agreement Page 3 of 16
provisions of this Agreement, Vendar will have the exclusive right to control the details of its operations
and activities and be solely responsible for the acts and omissions of its officers, agents, servants,
employees, Vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior
will not apply as between City, its officers, agents, servants and employees, and Vendar, its officers, agents,
employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be
construed as the creation of a partnership or joint enterprise between City and Vendor. It is further
understood that City will in no way be considered a Co-employer or a Joint employer of Vendor ar any
officers, agents, servants, employees, contractars, or subcontractars. Neither Vendor, nor any officers,
agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment
benefits from City. Vendor will be responsible and liable for any and all payment and reporting of taxes on
behalf of itself, and any of its officers, agents, servants, employees, or contractors.
Liabilitv and Indemnification.
8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND PERSONAL INJURY,
INCL UDING, INCL UDING, B UT NOT LIMITED TO, DEATH, TO ANY AND ALL THIRD
PARTIES, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL
MISCONDUCT OF VENDOR, ITS OFFICERS, REPRESENTATIVES, AGENTS,
SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND CITY, ITS OFFICERS,
AGENTS, REPRESENTATIVES, SERVANTS, AND EMPLOYEES, FROM AND AGAINST
ANYAND ALL THIRD PARTY CLAIMS OR LAWSUITS OFANYKIND OR CHARACTER,
WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS AND
PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANYAND ALL
PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE
EXTENT CA USED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF
VENDOR, ITS OFFICERS, AGENTS, REPRSENTATIVES, SERVANTS, EMPLOYEES,
CONTRACTORS, OR SUBCONTRACTORS.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to
defend, settle, or pay, at its own cost and expense, any claim or action against City for
infringement of any patent, copyright, trade mark, trade secret, or similar property right
arising from City's use of the software or documentation in accordance with this Agreement,
it being understood that this agreement to defend, settle or pay will not apply if City modifies
or misuses the software and/or documentation. So long as Vendor bears the cost and expense
of payment for claims or actions against City pursuant to this section, Vendor will have the
right to conduct the defense of any such claim or action and all negotiations for its settlement
or compromise and to settle or compromise any such claim; however, City will have the right
to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to
protect City's interest, and City agrees to cooperate with Vendor in doing so. In the event
City, for whatever reason, assumes the responsibility for payment of costs and expenses for
any claim or action brought against City for infringement arising under this Agreement, City
will have the sole right to conduct the defense of any such claim or action and all negotiations
for its settlement or compromise and to settle or compromise any such claim; however,
Vendor will fully participate and cooperate with City in defense of such claim or action.
City agrees to give Vendor timely written notice of any such claim or action, with copies of
all papers City may receive relating thereto. Notwithstanding the foregoing, City's
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assumption of payment of costs or expenses will not eliminate Vendor's duty to indemnify
City under this Agreement. If the software and/or documentation or any part thereof is held
to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or
compromise, such use is materially adversely restricted, Vendor will, at its own expense and
as City's sole remedy, either: (a) procure for City the right to continue to use the software
and/or documentation; or (b) modify the software and/or documentation to make it non-
infringing, provided that such modification does not materially adversely affect
City's authorized use of the software and/or documentation; or (c) replace the software and
documentation with equally suitable, compatible, and functionally equivalent non-infringing
software and documentation at no additional charge to City; or (d) if none of the foregoing
alternatives is reasonably available to Vendor terminate this Agreement, and refund all
amounts paid to Vendor by City, subsequent to which termination City may seek any and all
remedies available to City under law.
8.4 Anything in this Agreement to the contrary notwithstanding, neither Party nor
its respective offzcers, directors, agents, employees, parent, subsidiaries or affiliates or their
officers, directors, agents or employees shall be liable to any other Parry, or its parent,
subsidiaries, affiliates, officers, directors, agents, employees, successors or assigns, or their
respective insureds, for any incidental, indirect, punitive or consequential damages, connected
with or resulting from performance or non performance of this Agreement (irrespective of
whether such claim of liability is based upon breach of warranry, strict liability, tort, contract,
operation of law or otherwise) or anything done in connection therewith including, without
limitation, claims in the nature of lost revenues, income or profzts (other than payments expressly
required and properly due under this Agreement), or increased expense of, reduction in or loss
ofpower generation production or equipment used therefor.
8.5 Vendor's total aggregate liability for any and all injuries, damages, claims,
losses, expenses or claim expenses (including attorney's fees) arising out of this Agreement from
all causes or any causes, regardless of the legal theory under which liability is imposed, shall in
all cases be limited to the value of the Agreement. Such causes shall include, but not be limited
to, Vendor's negligence, errors, omissions, str�ict liability, breach of contract, warranry, breach
of warranty or any indemnified claims.
8.6 NO SINKING FUND CREATED - ARTICLE XI, SECTION S OF THE TEXAS
CONSTITUTION PROVIDES THAT A CITY IS PROHIBITED FROM CREATING A DEBT
tINLESS THE CITY LEVIES AND COLLECTS A SUFFICIENT TAX TO PAY THE
INTEREST ON THE DEBT AND PROVIDES A SINKING FUND. THE CITY OF FORT
WORTH HAS NOT AND WILL NOT CREATE A SINKING FUND OR COLLECT ANY TAX
TO PAYANY OBLIGATION CREATED UNDER THIS SECTION.
9. Assi�nment and Subcontracting.
9.1 Assignment. Neither party will assign or, in the case of Vendor, subcontract any
of its duties, obligations or rights under this Agreement without the prior written consent of the
other party, such consent not to be unreasonably withheld, conditioned or delayed. If the non-
assigning party grants consent to an assignment, the assignee will execute a written agreement with
the non-assigning party and the assigning party under which the assignee agrees to be bound by the
duties and obligations of the assigning party under this Agreement. The assigning party will be
liable for all obligations of the assigning party under this Agreement prior to the effective date of
the assignment.
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9.2 Subcontract. If City grants consent to a subcontract, the subcontractor will execute
a written agreement with Vendor referencing this Agreement under which subcontractor agrees to
be bound by the duties and obligations of Vendor under this Agreement as such duties and
obligations may apply. Vendor must provide City with a fully executed copy of any such
subcontract.
10. Insurance. Vendor must provide City with certificate(s) of insurance documenting
policies of the following types and minimum coverage limits that are to be in effect prior to commencement
of any Services pursuant to this Agreement:
10.1
Covera�e and Limits
(a)
ro)
Coverage will be on any vehicle used by Vendor, or its employees, agents, or
representatives in the course of providing Services under this Agreement. "Any
vehicle" will be any vehicle owned, hired and non-owned.
(c) Worker's Compensation:
Statutory limits according to the Texas Warkers' Compensation Act or any other
state workers' compensation laws where the Services are being performed
Commercial General Liability:
$1,000,000 - Each Occurrence
$2,000,000 - Aggregate
Automobile Liability:
$1,000,000 - Each occurrence on a combined single limit basis
Employers' liability
10.2
$100,000 - Bodily Injury by accident; each accident/occurrence
$100,000 - Bodily Injury by disease; each employee
$500,000 - Bodily Injury by disease; policy limit
(d) Professional Liability (Errors & Omissions): � Applicable ❑ N/A
$1,000,000 - Each Claim Limit
$1,000,000 - Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage must be claims-made, and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance must be submitted to City to evidence coverage.
General Requirements
Vendor Services Agreement Page 6 of 16
(a) The commercial general liability and automobile liability policies must
name City as an additional insured thereon, as its interests may appear. The term
City includes its employees, officers, officials, agents, and volunteers in respect to
the contracted services.
(b) The workers' compensation policy must include a Waiver of Subrogation
(Right of Recovery) in favar of City.
(c) A minimum of Thirty (30) days' notice of cancellation of coverage must
be provided to City. Ten (10) days' notice will be acceptable in the event of non-
payment of premium. Notice must be sent to the City in accordance with the notice
provision of this Agreement.
(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A- VII
in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial
strength and solvency to the satisfaction of Risk Management. If the rating is
below that required, written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance
documentation will not constitute a waiver of the insurance requirement.
(� Certificates of Insurance evidencing that Vendor has obtained all required
insurance will be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
11. Compliance with Laws, Ordinances, Rules and Regulations. Vendor agrees that in the
performance of its obligations hereunder, it will comply with all applicable federal, state and local laws,
ordinances, rules and regulations and that any work it produces in connection with this Agreement will also
comply with all applicable federal, state and local laws, ardinances, rules and regulations. If City notifies
Vendor of any violation of such laws, ardinances, rules or regulations, Vendor must immediately desist
from and correct the violation.
12. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the
performance of Vendor's duties and obligations hereunder, it will not discriminate in the treatment or
employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM
ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT
BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS,
SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME
SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS
FROM SUCH CLAIM.
13. Notices. Notices required pursuant to the provisions of this Agreement will be
conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the
transmission, ar(3) received by the other parry by United States Mail, registered, return receipt requested,
addressed as follows:
To CITY:
To VENDOR:
Vendor Services Agreement Page 7 of 16
City of Fort Worth
Attn: Assistant City Manager
100 Fort Worth Trail
Fort Worth, TX 76102
Ameresco, Inc.l
Attn: Ron Haxton, Senior Vice President
�202 S. Live Oak St.
Suite B
Tomball, TX 77375
With copy to Fort Worth City Attorney's Office at
same address With copy to:
Ameresco, Inc.
Attn: General Counsel
111 Speen Street, Suite 410
Framin�ham, MA 01701I
14. Solicitation of Emulovees. Neither City nor Vendor will, during the term of this
Agreement and additionally for a period of one year after its termination, solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been employed by the other
during the term of this Agreement, without the prior written consent of the person's employer.
Notwithstanding the foregoing, this provision will not apply to an employee of either party who responds
to a general solicitation of advertisement of employment by either party.
15. Governmental Powers. It is understood and agreed that by execution of this Agreement,
City does not waive or surrender any of its governmental powers or immunities.
16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or
Vendor's respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
17. Governing Law / Venue. This Agreement will be construed in accordance with the laws
of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this
Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas, Fort Worth Division.
18. Severabilitv. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be
affected or impaired.
19. Force Maieure. City and Vendor will exercise their best effarts to meet their respective
duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission
in performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public
enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action
or inaction; orders of government; material or labor restrictions by any governmental authority;
transportation problems; restraints or prohibitions by any court, board, department, commission, or agency
of the United States or of any States; civil disturbances; other national or regional emergencies; or any other
similar cause not enumerated herein but which is beyond the reasonable control of the Party whose
performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is
suspended during the period of, and only to the extent of, such prevention or hindrance, provided the
affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or
hinders the Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure
Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The notice
required by this section must be addressed and delivered in accordance with Section 13 of this Agreement.
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20. Headin�s not Controllin�. Headings and titles used in this Agreement are for reference
purposes only, will not be deemed a part of this Agreement, and are not intended to define ar limit the scope
of any provision of this Agreement.
21. Review of Counsel. The parties acknowledge that each party and its counsel have
reviewed and revised this Agreement and that the normal rules of construction to the effect that any
ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this
Agreement or Exhibits A, B, and C.
22. Amendments / Modifications / Extensions. No amendment, modification, or extension
of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is
executed by an authorized representative of each party.
23. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute
one and the same instrument.
24. Warrantv of Services. Vendor warrants that its services will be of a high quality and
conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's
option, Vendor will either (a) use commercially reasonable efforts to re-perform the services in a manner
that conforms with the warranty, or (b) refund the fees paid by City to Vendor far the nonconforming
services.
Vendor's warranties herein do not cover damage, malfunction or services failures caused by: (i)
City's failure to follow operation and maintenance manuals, (ii) repair, service or modification by
any party other than Vendor or a third party contracted by Vendor; (iii) abuse, neglect, misuse or
negligent acts or omissions by someone other than Vendor; (iv) damage or deteriorated
performance of any equipment installed by Vendar caused by electrical surges, lightning, fire,
flood, extreme weather, pest damage, accidental breakage, actions of third parties and other causes
not arising under normal operating conditions, (iv) any Force Majeure Event; or (v) normal wear
and tear.
EXCEPT FOR THE WARRANTIES SET FORTH IN THIS SECTION 24, CITY EXPRESSLY
AGREES THAT VENDOR MAKES NO OTHER WARRANTIES OR GUARANTEES IN
CONNECTION WITH THE INSTALLATION OF THE EQUIPMENT AND SYSTEM
PROVIDED HEREUNDER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN.
VENDOR SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES INCLUDING
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
25. Immi�ration Nationalitv Act. Vendor must verify the identity and employment eligibility
of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form (I-9). Upon request by City, Vendar will provide City with copies of all I-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor must adhere to all Federal and State laws as well as establish appropriate procedures
and controls so that no services will be performed by any Vendor employee who is not legally eligible to
perform such services. VENDOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM
ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH
BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR
AGENTS. Ciry, upon written notice to Vendor, will have the right to immediately terminate this Agreement
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for violations of this provision by Vendor.
26. Ownership of Work Product. City will be the sole and exclusive owner of all reports,
work papers, procedures, guides, and documentation that are created, published, displayed, or produced in
conjunction with the services provided under this Agreement following payment in full therefor
(collectively, "Wark Product"). Further, City will be the sole and exclusive owner of all copyright, patent,
trademark, trade secret and other proprietary rights in and to the Work Product. Ownership of the Work
Product will inure to the benefit of City from the date of conception, creation or fixation of the Work
Product in a tangible medium of expression (whichever occurs first). Each copyrightable aspect of the Work
Product will be considered a"work-made-far-hire" within the meaning of the Copyright Act of 1976, as
amended. If and to the extent such Wark Product, or any part thereof, is not considered a"work-made-for-
hire" within the meaning of the Copyright Act of 1976, as amended, Vendor hereby expressly assigns to
City all exclusive right, title and interest in and to the Work Product, and all copies thereof, and in and to
the copyright, patent, trademark, trade secret, and all other proprietary rights therein, that City may have or
obtain, without further consideration, free from any claim, lien for balance due, or rights of retention thereto
on the part of City. The Agreement does not restrict or deprive Vendor of any of its rights or proprietary
interests in any background information or other underlying proprietary materials that existed prior to and
independent of performance of Services hereunder ("Pre-Existing Materials"), all of which Pre-Existing
Materials remain the property of Vendor.
27. Signature Authoritv. The person signing this Agreement hereby warrants that they have
the legal authority to execute this Agreement on behalf of the respective party, and that such binding
authority has been granted by proper arder, resolution, ordinance ar other authorization of the entity. This
Agreement and any amendment hereto, may be executed by any authorized representative of Vendor. Each
party is fully entitled to rely on these warranties and representations in entering into this Agreement or any
amendment hereto.
28. Change in Company Name or Ownership. Vendor must notify City's Purchasing
Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining
updated City records. The president of Vendor or authorized official must sign the letter. A letter indicating
changes in a company name or ownership must be accompanied with supporting legal documentation such
as an updated W-9, documents filed with the state indicating such change, copy of the board of director's
resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the
specified documentation so may adversely impact future invoice payments.
29. No Bovcott of Israel. If Vendor has fewer than 10 employees or this Agreement is for
less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter
2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company
for goods or services unless the contract contains a written verification from the company that it: (1) does
not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott IsraeP'
and "company" has the meanings ascribed to those terms in Section 2271 of the Texas Government Code.
By signing this Agreement, Vendor certifies that Vendor's signature provides written verification to
the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of
the Agreement.
30. Prohibition on Bovcottin� Energv Comuanies. Vendor acknowledges that in accordance
with Chapter 2276 of the Texas Government Code, the City is prohibited from entering into a contract for
goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds
of the City with a company with 10 or more full-time employees unless the contract contains a written
verification from the Vendar that it: (1) does not boycott energy companies; and (2) will not boycott energy
companies during the term of this Agreement. To the extent that Chapter 2276 of the Government Code is
Vendor Services Agreement Page 10 of 16
applicable to this Agreement, by signing this Agreement, Vendar certifies that Vendor's signature provides
written verification to the City that Vendor: (1) does not boycott energy companies; and (2) will not boycott
energy companies during the term of this Agreement.
31. Prohibition on Discrimination A�ainst Firearm and Ammunition Industries. Vendor
acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, the City
is prohibited from entering into a contract for goods ar services that has a value of $100,000 or more that
is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time
employees unless the contract contains a written verification from the Vendor that it: (1) does not have a
practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade
association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm
trade association. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement,
by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the
City that Vendor: (1) does not have a practice, policy, guidance, or directive that discriminates against a
firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm
trade association during the term of this Agreement.
32. Electronic Si�natures. This Agreement may be executed by electronic signature, which
will be considered as an original signature for all purposes and have the same force and effect as an original
signature. Far these purposes, "electronic signature" means electronically scanned and transmitted versions
(e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via
software such as Adobe Sign.
33. Entiretv of Agreement. This Agreement contains the entire understanding and agreement
between City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any
priar or contemparaneous oral or written agreement is hereby declared null and void to the extent in conflict
with any provision of this Agreement.
(signature page follows)
Vendor Services Agreement Page 11 of 16
IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective upon
execution by the Assistant City Manager.
City of Fort Worth:
�lLif'1� � " Q —
By:
Valerie Washington (Jan 3Q 2025 15:33 CST)
Name: Valerie Washington
Title: Assistant City Manager
Vendor: Ameresco, Inc.
Digitally signed by Ron Haxton
DN:C=US,
E=rhaxton @a meresco. com,
— O=West Region, OU=Ameresco,
CN-Ron Haxton
By � �ate� Z�Z5.0, .2, , 2:, �:23-�8�0��
Name: Ron Haxton
Title: �Senior Vice President
J a n 30, 2025
Date:
Date: 1/27/25
FOR CITY OF FORT WORTH INTERNAL PROCESSES:
Approval Recommended:
�C 9.'�'°►�'.'a`
By:
Julianne Ragland (Jan 29, 202510:03 CST)
Name: Julianne Ragland
Title: Interim Sr. Administrative Services
Manager
Approved as to Form and Legality
Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible far the monitoring and administration
of this contract, including ensuring all
performance and reporting requirements.
By:
Name
Title:
76G �u,�i�,�4�� c�/c�%
B�l; M. Kevin Anders, II (Jan 30, 202514:48 CST)
Name: M. Kevin Anders, II
Title: Assistant City Attorney
Contract Authorization:
M&C: 24-0636
Form 1295: N/A
,A� P�
Avery Pesek
Sr. Management Analyst
City Secretary:
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By:
Name: Jannette Goodall
Title: City Secretary
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Vendor Services Agreement Page 12 of 16
EXHIBIT A
SCOPE OF SERVICES
A. General
Vendor shall develop a comprehensive Energy Efficiency and Conservation Plan ("Plan") for the
City of Fort Worth. The Plan shall identify and prioritize energy-saving opportunities in City-owned
facilities. The Plan aims to establish a baseline for energy consumption, plans to reduce energy usage,
improve operational efficiency, and support the City's sustainability goals by using energy audits, data
analysis, and departmental outreach within the City. Vendor shall provide actionable strategies based on
the Plan to optimize the City's energy consumption, help reduce costs, and to align energy consumption
with a long-term vision for sustainability. Vendar shall develop the Plan according to the following phases:
B. Phase 1: Preparation.
1. Vendor shall conduct a Kickoff ineeting with City stakeholders to do the following:
i. identify project goals, timelines, and expectations;
ii. define roles and responsibilities for both the Vendar and the City; and
iii. establish the overall timeline for the plan and define the Plan deliverables.
2. The date on which the Kickoff ineeting is held shall be the Kickoff Date for the Project.
3. Vendar shall collaborate with City departments to identify key City-owned facilities and
systems (including, but not limited to, buildings, parking meters, and streetlights) to be
evaluated for Vendor's energy audits.
4. Vendor shall collect facility and system information (e.g. utility data, floor plans, and
operational schedules) for the selected City-owned facilities and systems.
5. In meeting with City departments, Vendor shall include departmental management and other
key stakeholders to understand current energy practices, operational challenges, and areas for
improvement.
i. Key stakeholders may include, but are not limited to City Departments.
ii. Vendor shall include infarmation identified during the collaboration with City
departments and other key stakeholders in the Plan.
6. Vendor shall develop a Plan which includes the following elements:
i. A list of key City facilities and systems selected for energy audits.
ii. A summary of stakeholder feedback and an explanation of how the stakeholder
feedback will be incorporated into the Plan.
C. Phase 2: Big Ideas and Vision
1. Vendor shall conduct an initial on-site energy audit of selected City-owned facilities to assess
current energy performance so as to identify inefficiencies and underperforming systems for
the purpose of identifying opportunities for improvement.
2. Upon the completion of the initial on-site energy audit, Vendor shall host workshops with City
departments and other individuals as necessary to de�ne the City's overarching energy
efficiency vision based on the results of the initial on-site energy audit and brainstorm
approaches to energy conservation and efficiency.
Vendor Services Agreement Page 13 of 16
i. Vendor agrees to present innovative approaches to improve the City's energy
performance, including, but not limited to, renewable energy integration,
automation, or building retrofits.
3. Develop a list of potential ideas and solutions for energy conservation for inclusion in the
Plan.
D. Phase 3: Goals, Objectives, and Policy Framework
1. Vendar shall analyze the initial on-site energy audit to understand the City's current energy
usage patterns at the selected facilities. Vendor shall compare performance metrics to
prioritize facilities and systems based on energy consumption and improvement potential.
2. Vendor shall set measurable energy usage reduction goals based on audit findings and City
objectives.
3. Vendar shall develop short-term (i.e., 1-3 years) and long-term (i.e., 5-10 years) goals for
energy reduction in the selected facilities. Vendor shall include these goals in the final Plan.
4. Vendor shall develop a policy framework by proposing policies which suppart the
achievement of the short-term and long-term energy goals, including, but not limited to:
energy management practices, procurement standards for energy-efficient equipment, and
sustainability guidelines.
E. Phase 4: Implementing Strategies and Action Plans
1. Vendor shall identify specific energy conservation measures (ECMs) for each facility,
including, but not limited to: HVAC optimization, lighting retrofits, building envelope
improvements, and renewable energy options.
2. Vendor shall prioritize energy efficiency strategies based on feasibility, impact, and cost-
effectiveness.
3. Vendor shall create a detailed action plan that outlines timelines, responsibilities, and
resources required for implementing each energy efficiency measure.
i. This action plan shall include considerations for funding options, such as grants,
rebates, or internal City funding.
4. Vendor shall conduct a cost-benefit analysis for each recommended energy efficiency
strategy, where possible. This analysis shall, at a minimum, include expected energy
savings, payback periods, rebates, and implementation costs.
F. Phase 5: Draft Energy Efficiency and Conservation Plan Development and Review
1. Vendor shall prepare a Draft Energy Efficiency and Conservation Plan ("Draft Plan")
based on the compilation ofresults from the energy audits at selected City facilities, Vendor
analysis of the results, and Vendor's recommended energy efficiency strategies. The
comprehensive draft plan shall include, at a minimum, energy reduction goals,
implementation timelines, cost estimates, and projected energy savings.
2. Vendor shall present the Draft Plan to City officials far review and feedback. After
presenting the Draft Plan to City officials, Vendor shall facilitate and host follow-up
meetings with City staff to address any concerns. After these meetings, Vendor shall make
revisions as necessary and send them to City staff for review and approval.
Vendor Services Agreement Page 14 of 16
Upon City staff approval, Vendor shall create the final draft of the Energy Efficiency and
Conservation Plan, including all imdings, strategies, and implementation roadmap "Final
Draft"), and submit it to the City.
G. Additional Project Requirements
1. Vendor shall provide the Draft Plan to the City no later than 120 days from the Kickoff
Date.
2. Vendar agrees to provide the Final Draft of the Energy Efficiency and Conservation Plan
no later than 180 days from the Kickoff Date of the project, subject to delays in the City's
review and approval of the Draft Plan.
Vendor Services Agreement Page 15 of 16
ExxiBiT s
PAYMENT SCHEDULE
Phase Description Suggested % of Payment Amount
Pa ment
Phase 1: Preparation Project kickoff, 20% $40,000.00
planning, stakeholder
en a ement
Phase 2: Big Ideas & Identify opportunities 20% $40,000.00
Vision and develo vision
Phase 3: Goals and Set goals and policy 20% $40,000.00
Policies framework
Phase 4: Strategies & Develop action plans 20% $40,000.00
Plans and cost anal sis
Phase 5: Final Plan Draft and submit the 20% $40,000.00
com rehensive lan
Total 100% $200,000.00
Vendor Services Agreement Page 16 of 16
A
M&C Review
CITY COUNCIL AGEND
Create New From This M8�C
Page 1 of 3
Official site of the City of Fort Worth, Texas
FQRT�'4'ORTH
-��-
REFERENCE **M&C 24- 13P RFP 24-0188 ENERGY
DATE: 8/13/2024 NO.: 0636 LOG NAME: EFFICIENCY AND
CONSERVATION PLAN JF ENV
CODE: P TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: (ALL) Authorize Execution of Agreement with Ameresco, Inc. for an Energy Efficiency
and Conservation Plan for a Two-Year Term in a Total Amount Not to
Exceed $200,000.00 Using the Energy Efficiency and Conservation Block Grant Program
— Bipartisan Infrastructure Law 2021 for the Environmental Services Department
RECOMMENDATION:
It is recommended that the City Council authorize the execution of an agreement with Ameresco,
Inc. for an energy efficiency and conservation plan for a two-year term in a total amount not to
exceed $200,000.00 using the Energy Efficiency and Conservation Block Grant Program — Bipartisan
Infrastructure Law 2021 for the Environmental Services Department.
DISCUSSION:
The Environmental Services Department approached the Purchasing Division to procure an
agreement for the development of an energy efficiency and conservation plan for City-owned facilities
and systems. This plan will establish energy usage goals, identify and prioritize energy reduction
strategies, and conduct energy audits. Findings from the energy audits will aid in identifying and
prioritizing recommended energy conservation measures or strategies for enhancing energy
performance in City facilities. In order to procure these services, Purchasing staff issued Request for
Proposals (RFP) No. 24-0188. The RFP consisted of detailed specifications describing the proposed
responsibilities and service requirements.
The bid was advertised in the Fort Worth Star-Telegram on April 24, 2024, May 1, 2024, May 8, 2024,
May 15, 2024, and May 22, 2024. The City received three (3) responses.
An evaluation panel consisting of representatives from the Environmental Services Department,
Property Management Department, Transportation Public Works Department, and the Aviation
Department reviewed and scored the proposals using Best Value criteria. The individual scores were
averaged for each of the criteria and the final scores are listed in the table below. No guarantee was
made that a specific amount of services would be purchased.
Best Value Criteria:
• a. Consultants Familiarity, References, and Experience Delivering similar work to Municipalities
• b. Previously Completed Energy Conservation Project
• c. Qualifications and Experience of Key Team Members
• d. Capacity and Ability to Perform the Work
• e. Project approach to meet the City's needs
http://apps.cfwnet.org/council�acket/mc review.asp?ID=32342&councildate=8/13/2024 9/16/2024
M&C Review
Page 2 of 3
After evaluation, the panel concluded that Ameresco, Inc. presented the best value to the City.
Therefore, the panel recommends that the City Council authorize an agreement to develop an Energy
Efficiency and Conversation Plan to evaluate the current energy performance of selected key facilities
and systems with Ameresco, Inc. Staff certifies that the recommended vendor met the proposal
specifications.
In June 2023, the City Council approved the application and acceptance of the Energy Efficiency and
Conservation Block Grant (EECBG) from the United States Department of Energy in an amount up to
$785,490.00 (Mayor and Council Communication 23-0562). This grant will fund the creation of a plan
for energy efficiency, energy conservation, and energy usage goals for the City. In addition, funding
will be allocated to support public education and outreach about energy efficiency and other related
important information (e.g., available tax rebates and tax credits for residents).
FUNDING: The maximum amount allowed under the agreement will be $200,000.00; however, the
actual amount used will be based on the needs of the department and available budget.
Department Agreement Total Account Name
Amount
Environmental Other Contractual
Services $200,000.00 Services
Funding is budgeted in the Environmental Department's Grant Operating Federal Fund Energy
Efficiency and Conservation Block Grant for the purpose of funding the project, as appropriated.
DVIN-BE: A waiver of the goal for Business Equity subcontracting requirement is approved by the
DVIN-BE, in accordance with the Business Equity Ordinance, because the purchase of goods or
services is from sources where subcontracting or supplier opportunities are negligible.
AGREEMENT TERMS: Upon City Council approval, this agreement shall begin upon execution and
expire two (2) years from that date.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are available in the current operating budget, as previously
appropriated, in the Grants Operating Federal Fund for the Energy Efficiency and Conservation Block
Grant to support the approval of the above recommendation and execution of the contract. Prior to any
expenditure being incurred, the Environmental Services Department has the responsibility to validate
the availability of funds. This is a reimbursement grant.
BQN\\
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Fund Department
� ID
FROM
Fund Department
ID
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Project Program Activity Budget Reference # Amount
ID Year (Chartfield 2)
Project
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Submitted for Citv Manaqer's Office bv:
Oriqinatinq Department Head:
Additional Information Contact:
Program Activity Budget Reference # Amount
� Year �(Chartfield 2) �
Reginald Zeno (8517)
Valerie Washington (6192)
Reginald Zeno (8517)
Cody Whittenburg (5455)
Jo Ann Gunn (8525)
Jesus Fernandez (6467)
http://apps.cfwnet.org/council�acket/mc review.asp?ID=32342&councildate=8/13/2024 9/16/2024