Loading...
HomeMy WebLinkAboutresolution.council.002-23RESOLUTION #002 (Series of 2023) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, APPROVING A CONTRACT BETWEEN THE CITY OF ASPEN AND ACCELERATED INNOVATIONS ATJTHORIZING THE CITY MANAGER TO EXECUTE SAID CONTRACT ON BEHALF OF THE CITY OF ASPEN, COLORADO. WHEREAS, the City of Aspen has set science -based targets for the reduction of greenhouse gas emissions by 63% by 2030 and 100% by 2050; WHEREAS, buildings account for 57% of the community's emissions by sector; WHEREAS, in April 2022, City Council passed Building IQ, a policy and program that specifically addresses emissions from the building sector by coupling benchmarking and a building performance standard into one program; WHEREAS, for Building IQ to be successful, the foundational phase of energy and water benchmarking needs to be an easy and streamlined process, which can be enhanced and facilitated by contracted professional services; WHEREAS, there has been submitted to the City Council a contract for, between the City of Aspen and Accelerated Innovations, a true and accurate copy of which is attached hereto as Exhibit "A." NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, That the City Council of the City of Aspen hereby approves that Contract for professional services between the City of Aspen and Accelerated Innovations, a copy of which is annexed hereto and incorporated herein and does hereby authorize the City Manager to execute said agreement on behalf of the City of Aspen. INTRODUCED, READ AND ADOPTED by the City Council of the City of Aspen on the 101h day of January 2023. 704v� Torre, Mayor I, Nicole Henning, duly appointed and acting City Clerk do certify that the foregoing is a true and accurate copy of that resolution adopted by the City Council of the City of Aspen, Colorado, at a meeting held, January 10, 2023. !I Nicole Henning, City Clerk DocuSign Envelope ID: 73F9793D-3C96-4481-BCFB-E7F64AD8C301 PPS i�► CITY OF ASPEN STANDARD FORM OF AGREEMENT CITY OF ASPEN PROFESSIONAL SERVICES City of Aspen Contract No.: 2022-236. AGREEMENT made this 8 day of December, in the year 2022. BETWEEN the City: The City of Aspen c/o Sara Ott 427 Rio Grande Place Aspen, Colorado 81611 Phone: (970) 920-5079 And the Professional: Accelerated Innovations c/o Mark Brown 2-550 University Ave W, 316S Saint Paul, MN 55114 mark@acceleratedinnovations.com For the Following Project: Contract Amount: Total: $85,000.00 If this Agreement requires the City to pay an amount of money in excess of $50,000.00 it shall not be deemed valid until it has been approved by the City Council of the City of Aspen. City Council Approval: Date: Resolution No.: Utility Data Software for Energy and Water Benchmarking Exhibits appended and made a part of this Agreement: Exhibit A: Scope of Work. Exhibit B: Fee Schedule. The City and Professional agree as set forth below. Agreement Professional Services Page 0 DocuSign Envelope ID: 73F9793D-3C96-4481-8CFB-E7F64AD8C301 1. Scope of Work. Professional shall perform in a competent and professional manner the Scope of Work as set forth at Exhibit A attached hereto and by this reference incorporated herein. 2. Completion. Professional shall commence Work immediately upon receipt of a written Notice to Proceed from the City and complete all phases of the Scope of Work as expeditiously as is consistent with professional skill and care and the orderly progress of the Work in a timely manner. The parties anticipate that all Work pursuant to this Agreement shall be completed no later than September 2423. Upon request of the City, Professional shall submit, for the City's approval, a schedule for the performance of Professional's services which shall be adjusted as required as the project proceeds, and which shall include allowances for periods of time required by the City's project engineer for review and approval of submissions and for approvals of authorities having jurisdiction over the project. This schedule, when approved by the City, shall not, except for reasonable cause, be exceeded by the Professional. 3. Pam. In consideration of the work performed, City shall pay Professional on a time and expense basis for all work performed. The hourly rates for work performed by Professional shall not exceed those hourly rates set forth at Exhibit B appended hereto. Except as otherwise mutually agreed to by the parties the payments made to Professional shall not initially exceed the amount set forth above. Professional shall submit, in timely fashion, invoices for work performed. The City shall review such invoices and, if they are considered incorrect or untimely, the City shall review the matter with Professional within ten days from receipt of the Professional's bill. 4. Non -Assignability. Both parties recognize that this Agreement is one for personal services and cannot be transferred, assigned, or sublet by either party without prior written consent of the other. Sub -Contracting, if authorized, shall not relieve the Professional of any of the responsibilities or obligations under this Agreement. Professional shall be and remain solely responsible to the City for the acts, errors, omissions or neglect of any subcontractors' officers, agents and employees, each of whom shall, for this purpose be deemed to be an agent or employee of the Professional to the extent of the subcontract. The City shall not be obligated to pay or be liable for payment of any sums due which may be due to any sub -contractor. 5. Termination of Procurement. The sale contemplated by this Agreement may be canceled by the City prior to acceptance by the City whenever for any reason and in its sole discretion the City shall determine that such cancellation is in its best interests and convenience. 6. Termination of Professional Services. The Professional or the City may terminate the Professional Services component of this Agreement, without specifying the reason therefor, by giving notice, in writing, addressed to the other party, specifying the effective date of the termination. No fees shall be earned after the effective date of the termination. Upon any termination, all finished or unfinished documents, data, studies, surveys, drawings, maps, models, photographs, reports or other material prepared by the Professional pursuant to this Agreement shall become the property of the City. Notwithstanding the above, Professional shall not be relieved of any liability to the City for damages sustained by the City by virtue of any breach of this Agreement by the Professional, and the City may withhold any payments to the Professional for the purposes of set-off until such time as the exact amount of damages due the City from the Professional may be determined. 7. independent Contractor Status. It is expressly acknowledged and understood by the parties that nothing contained in this agreement shall result in, or be construed as establishing an employment relationship. Professional shall be, and shall perform as, an independent Contractor who agrees to Agreement Professional Scrviccs Page 1 DocuSign Envelope ID: 73F9793D-3C96-4481-BCFB-E7F64ADBC301 use his or her best efforts to provide the said services on behalf of the City. No agent, employee, or servant of Professional shall be, or shall be deemed to be, the employee, agent or servant of the City. City is interested only in the results obtained under this contract. The manner and means of conducting the work are under the sole control of Professional. None of the benefits provided by City to its employees including, but not limited to, workers' compensation insurance and unemployment insurance, are available from City to the employees, agents or servants of Professional. Professional shall be solely and entirely responsible for its acts and for the acts of Professional's agents, employees, servants and subcontractors during the performance of this contract. Professional shall indemnify City against all liability and loss in connection with, and shall assume full responsibility for payment of all federal, state and local taxes or contributions imposed or required under unemployment insurance, social security and income tax law, with respect to Professional and/or Professional's employees engaged in the performance of the services agreed to herein. 8. Indemnification. Professional agrees to indemnify and hold harmless the City, its officers, employees, insurers, and self-insurance pool, from and against all liability, claims, and demands, on account of injury, loss, or damage, including without limitation claims arising from bodily injury, personal injury, sickness, disease, death, property loss or damage, or any other loss of any kind whatsoever, which arise out of or are in any manner connected with this contract, to the extent and for an amount represented by the degree or percentage such injury, loss, or damage is caused in whole or in part by, or is claimed to be caused in whole or in part by, the wrongful act, omission, error, professional error, mistake, negligence, or other fault of the Professional, any subcontractor of the Professional, or any officer, employee, representative, or agent of the Professional or of any subcontractor of the Professional, or which arises out of any workmen's compensation claim of any employee of the Professional or of any employee of any subcontractor of the Professional. The Professional agrees to investigate, handle, respond to, and to provide defense for and defend against, any such liability, claims or demands at the sole expense of the Professional, or at the option of the City, agrees to pay the City or reimburse the City for the defense costs incurred by the City in connection with, any such liability, claims, or demands. If it is determined by the final judgment of a court of competent jurisdiction that such injury, loss, or damage was caused in whole or in part by the act, omission, or other fault of the City, its officers, or its employees, the City shall reimburse the Professional for the portion of the judgment attributable to such act, omission, or other fault of the City, its officers, or employees. 9. Professional's Insurance. (a) Professional agrees to procure and maintain, at its own expense, a policy or policies of insurance sufficient to insure against all liability, claims, demands, and other obligations assumed by the Professional pursuant to Section 8 above. Such insurance shall be in addition to any other insurance requirements imposed by this contract or by law. The Professional shall not be relieved of any liability, claims, demands, or other obligations assumed pursuant to Section 8 above by reason of its failure to procure or maintain insurance, or by reason of its failure to procure or maintain insurance in sufficient amounts, duration, or types. (b) Professional shall procure and maintain, and shall cause any subcontractor of the Professional to procure and maintain, the minimum insurance coverages listed below. Such coverages shall be procured and maintained with forms and insurance acceptable to the City. All coverages shall be continuously maintained to cover all liability, claims, demands, and other obligations assumed by the Professional pursuant to Section 8 above. In the case of any Agreement Professional Services Page 2 DocuSign Envelope ID: 73F9793D-3C96-4461-8CFB-E7F64ADBC301 claims -made policy, the necessary retroactive dates and extended reporting periods shall be procured to maintain such continuous coverage. (i) Worker's Compensation insurance to cover obligations imposed by applicable laws for any employee engaged in the performance of work under this contract, and Employers' Liability insurance with minimum limits of ONE MILLION DOLLARS ($1,000,000.00) for each accident, ONE MILLION DOLLARS ($1,000,000.00) disease - policy limit, and ONE MILLION DOLLARS ($1,000,000.00) disease - each employee. Evidence of qualified self -insured status may be substituted for the Worker's Compensation requirements of this paragraph. (ii) Commercial General Liability insurance with minimum combined single limits of TWO MILLION DOLLARS ($2,000,000.00) each occurrence and THREE MILLION DOLLARS ($3,000,000.00) aggregate. The policy shall be applicable to all premises and operations. The policy shall include coverage for bodily injury, broad form property damage (including completed operations), personal injury (including coverage for contractual and employee acts), blanket contractual, independent contractors, products, and completed operations. The policy shall include coverage for explosion, collapse, and underground hazards. The policy shall contain a severability of interests provision. (iii) Comprehensive Automobile Liability insurance with minimum combined single limits for bodily injury and property damage of not less than ONE MILLION DOLLARS ($1,000,000.00) each occurrence and ONE MILLION DOLLARS ($1, 000, 000.00) aggregate with respect to each Professional's owned, hired and non - owned vehicles assigned to or used in performance of the Scope of Work. The policy shall contain a severability of interests provision. If the Professional has no owned automobiles, the requirements of this Section shall be met by each employee of the Professional providing services to the City under this contract. (iv) Professional Liability insurance with the minimum limits of ONE MILLION DOLLARS ($1,000,000) each claim and TWO MILLION DOLLARS ($2,000,000) aggregate. (c) The policy or policies required above shall be endorsed to include the City and the City's officers and employees as additional insureds. Every policy required above shall be primary insurance, and any insurance carried by the City, its officers or employees, or carried by or provided through any insurance pool of the City, shall be excess and not contributory insurance to that provided by Professional. No additional insured endorsement to the policy required above shall contain any exclusion for bodily injury or property damage arising from completed operations. The Professional shall be solely responsible for any deductible losses under any policy required above. (d) The certificate of insurance provided to the City shall be completed by the Professional's insurance agent as evidence that policies providing the required coverages, conditions, and minimum limits are in full force and effect, and shall be reviewed and approved by the City prior to commencement of the contract. No other form of certificate shall be used. The certifi- cate shall identify this contract and shall provide that the coverages afforded under the policies Agreement Professional Services Page 3 DocuSign Envelope ID: 73F9793D-3C96-4481-8CFB-E7F64AD8C301 shall not be canceled, terminated or materially changed until at least thirty (30) days prior written notice has been given to the City. (e) Failure on the part of the Professional to procure or maintain policies providing the required coverages, conditions, and minimum limits shall constitute a material breach of contract upon which City may immediately terminate this contract, or at its discretion City may procure or renew any such policy or any extended reporting period thereto and may pay any and all premiums in connection therewith, and all monies so paid by City shall be repaid by Professional to City upon demand, or City may offset the cost of the premiums against monies due to Professional from City. (f) City reserves the right to request and receive a certified copy of any policy and any endorsement thereto. (g) The parties hereto understand and agree that City is relying on, and does not waive or intend to waive by any provision of this contract, the monetary limitations (presently $350,000.00 per person and $990,000 per occurrence) or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, Section 24-10-101 et seq., C.R.S., as from time to time amended, or otherwise available to City, its officers, or its employees. 10. Ci 's Insurance. The parties hereto understand that the City is a member of the Colorado Intergovernmental Risk Sharing Agency (CIRSA) and as such participates in the CIRSA Proper- ty/Casualty Pool. Copies of the CIRSA policies and manual are kept at the City of Aspen Risk Management Department and are available to Professional for inspection during normal business hours. City makes no representations whatsoever with respect to specific coverages offered by CIRSA. City shall provide Professional reasonable notice of any changes in its membership or participation in CIRSA. 11. Completeness of Agreement. It is expressly agreed that this agreement contains the entire undertaking of the parties relevant to the subject matter thereof and there are no verbal or written representations, agreements, warranties or promises pertaining to the project matter thereof not expressly incorporated in this writing. 12. Notice. Any written notices as called for herein may be hand delivered or mailed by certified mail return receipt requested to the respective persons and/or addresses listed above. 13. Non -Discrimination. No discrimination because of race, color, creed, sex, marital status, affectional or sexual orientation, family responsibility, national origin, ancestry, handicap, or religion shall be made in the employment of persons to perform services under this contract. Professional agrees to meet all of the requirements of City's municipal code, Section 15.04.570, pertaining to non- discrimination in employment. 14. Waiver. The waiver by the City of any term, covenant, or condition hereof shall not operate as a waiver of any subsequent breach of the same or any other term. No term, covenant, or condition of this Agreement can be waived except by the written consent of the City, and forbearance or indulgence by the City in any regard whatsoever shall not constitute a waiver of any term, covenant, or condition to be performed by Professional to which the same may apply and, until complete Agreement Professional Services Page 4 DocuSign Envelope ID: 73F9793D-3C96-4481-8CFB-E7F64AD8C301 performance by Professional of said tern, covenant or condition, the City shall be entitled to invoke any remedy available to it under this Agreement or by law despite any such forbearance or indulgence. 15. Execution of Agreement by City. This Agreement shall be binding upon all parties hereto and their respective heirs, executors, administrators, successors, and assigns. Notwithstanding anything to the contrary contained herein, this Agreement shall not be binding upon the City unless duly executed by the Mayor of the City of Aspen (or a duly authorized official in his absence) following a Motion or Resolution of the Council of the City of Aspen authorizing the Mayor (or a duly authorized official in his absence) to execute the same. 16. Worker Without Authorization prohibited — CRS 0-17.5-101 & U4-76.5-101 Purpose. During the 2021 Colorado legislative session, the legislature passed House Bill 21- 1075 that amended current CRS §8-17.5-102 (1), (2)(a), (2)(b) introductory portion, and (2)(b)(III) as it relates to the employment of and contracting with a "worker without authorization" which is defined as an individual who is unable to provide evidence that the individual is authorized by the federal government to work in the United States. As amended, the current law prohibits all state agencies and political subdivisions, including the Owner, from knowingly hiring a worker without authorization to perform work under a contract, or to knowingly contract with a Professional who knowingly hires with a worker without authorization to perform work under the contract. The law also requires that all contracts for services include certain specific language as set forth in the statutes. The following terms and conditions have been designed to comply with the requirements of this new law. Definitions. The following terms are defined by this reference are incorporated herein and in any contract for services entered into with the Owner. 1. "E-verify program" means the electronic employment verification program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, that is jointly administered by the United States Department of Homeland Security and the social security Administration, or its successor program. 2. "Department program" means the employment verification program established pursuant to Section 8-17.5-102(5)(c). 3. "Public Contract for Services" means this Agreement. 4. "Services" means the furnishing of labor, time, or effort by a Professional or a subprofessional not involving the delivery of a specific end product other than reports that are merely incidental to the required performance. 5. "Worker without authorization" means an individual who is unable to provide evidence that the individual is authorized by the federal government to work in the United States By signing this document, Professional certifies and represents that at this time: 1. Professional shall confirm the employment eligibility of all employees who are newly hired for employment to perform work under the public contract for scrviccs; and Agreement Professional Services Page 5 DocuSign Envelope ID: 73F9793D-3C96-4481-8CFB-E7F64ADBC301 2. Professional has participated or attempted to participate in either the e-verify program or the department program in order to verify that new employees are not workers without authorization. Professional hereby confirms that: 1. Professional shall not knowingly employ or contract with a worker without authorization to perform work under the Public Contract for Services. 2. Professional shall not enter into a contract with a subprofessional that fails to certify to the Professional that the subprofessional shall not knowingly employ or contract with a worker without authorization to perform work under the Public Contract for Services. 3. Professional has confirmed the employment eligibility of all employees who are newly hired for employment to perform work under the public contract for services through participation in either the e-verify program or the department program. 4. Professional shall not use the either the e-verify program or the department program procedures to undertake pre -employment screening of job applicants while the Public Contract for Services is being performed. If Professional obtains actual knowledge that a subprofessional performing work under the Public Contract for Services knowingly employs or contracts with a worker without authorization, Professional shall: 1. Notify such subprofessional and the Owner within three days that Professional has actual knowledge that the subprofessional is employing or subcontracting with a worker without authorization: and 2. Terminate the subcontract with the subprofessional if within three days of receiving the notice required pursuant to this section the subprofessional does not stop employing or contracting with the worker without authorization; except that Professional shall not terminate the Public Contract for Services with the subprofessional if during such three days the subprofessional provides information to establish that the subprofessional has not knowingly employed or contracted with a worker without authorization. Professional shall comply with any reasonable request by the Colorado Department of Labor and Employment made in the course of an investigation that the Colorado Department of Labor and Employment undertakes or is undertaking pursuant to the authority established in Subsection 8- 17.5-102 (5), C.R.S. If Professional violates any provision of the Public Contract for Services pertaining to the duties imposed by Subsection 8-17.5-102, C.R.S. the Owner may terminate this Agreement. If this Agreement is so terminated, Professional shall be liable for actual damages to the Owner arising out of Professional's violation of Subsection 8-17.5-102, C.R.S. It is agreed that neither this agreement nor any of its terms, provisions, conditions, representations or covenants can be modified, changed, terminated or amended, waived, superseded or extended except by appropriate written instrument fully executed by the parties. Agreement Professional Services Page 6 DocuSign Envelope ID: 73F9793D-3C96-4481-8CFB-E7F64AD8C301 If any of the provisions of this agreement shall be held invalid, illegal or unenforceable it shall not affect or impair the validity, legality or enforceability of any other provision. 17. Warranties Against Contingent Fees Gratuities Kickbacks and Conflicts of Interest. (a) Professional warrants that no person or selling agency has been employed or retained to solicit or secure this Contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by the Professional for the purpose of securing business. (b) Professional agrees not to give any employee of the City a gratuity or any offer of employment in connection with any decision, approval, disapproval, recommendation, preparation of any part of a program requirement or a purchase request, influencing the content of any specification or procurement standard, rendering advice, investigation, auditing, or in any other advisory capacity in any proceeding or application, request for ruling, determination, claim or controversy, or other particular matter, pertaining to this Agreement, or to any solicitation or proposal therefore. (c) Professional represents that no official, officer, employee or representative of the City during the term of this Agreement has or one (1) year thereafter shall have any interest, direct or indirect, in this Agreement or the proceeds thereof, except those that may have been disclosed at the time City Council approved the execution of this Agreement. (d) In addition to other remedies it may have for breach of the prohibitions against contingent fees, gratuities, kickbacks and conflict of interest, the City shall have the right to: 1. Cancel this Purchase Agreement without any liability by the City; 2. Debar or suspend the offending parties from being a Professional, contractor or subcontractor under City contracts; 3. Deduct from the contract price or consideration, or otherwise recover, the value of anything transferred or received by the Professional; and 4. Recover such value from the offending parties. 18. Fund Availability. Financial obligations of the City payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted and otherwise made available. If this Agreement contemplates the City utilizing state or federal funds to meet its obligations herein, this Agreement shall be contingent upon the availability of those funds for payment pursuant to the terms of this Agreement. 19. General Terms. (a) It is agreed that neither this Agreement nor any of its terms, provisions, conditions, representations or covenants can be moditied, changed, terminated or amended, waived, superseded or extended except by appropriate written instrument fully executed by the parties. Agreement Professional Services Page 7 DocuSign Envelope ID: 73F9793D-3C96-4481-8CFB-E7F64AD8C301 (b) If any of the provisions of this Agreement shall be held invalid, illegal or unenforceable it shall not affect or impair the validity, legality or enforceability of any other provision. (c) The parties acknowledge and understand that there are no conditions or limitations to this understanding except those as contained herein at the time of the execution hereof and that after execution no alteration, change or modification shall be made except upon a writing signed by the parties. (d) This Agreement shall be governed by the laws of the State of Colorado as from time to time in effect. Venue is agreed to be exclusively in the courts of Pitkin County, Colorado. 20. Electronic Signatures and Electronic Records This Agreement and any amendments hereto may be executed in several counterparts, each of which shall be deemed an original, and all of which together shall constitute one agreement binding on the Parties, notwithstanding the possible event that all Parties may not have signed the same counterpart. Furthermore, each Party consents to the use of electronic signatures by either Party. The Scope of Work, and any other documents requiring a signature hereunder, may be signed electronically in the manner agreed to by the Parties. The Parties agree not to deny the legal effect or enforceability of the Agreement solely because it is in electronic form or because an electronic record was used in its formation. The Parties agree not to object to the admissibility of the Agreement in the form of an electronic record, or a paper copy of an electronic documents, or a paper copy of a document bearing an electronic signature, on the grounds that it is an electronic record or electronic signature or that it is not in its original form or is not an original. 21. Successors and Assigns. This Agreement and all of the covenants hereof shall inure to the benefit of and be binding upon the City and the Professional respectively and their agents, representatives, employee, successors, assigns and legal representatives. Neither the City nor the Professional shall have the right to assign, transfer or sublet its interest or obligations hereunder without the written consent of the other party. 22. Third Parties. This Agreement does not and shall not be deemed or construed to confer upon or grant to any third party or parties, except to parties to whom Professional or City may assign this Agreement in accordance with the specific written permission, any right to claim damages or to bring any suit, action or other proceeding against either the City or Professional because of any breach hereof or because of any of the terms, covenants, agreements or conditions herein contained. 23. Attorneys Fees. In the event that legal action is necessary to enforce any of the provisions of this Agreement, the prevailing party shall be entitled to its costs and reasonable attorney's fees. 24. Waiver of Presumption. This Agreement was negotiated and reviewed through the mutual efforts of the parties hereto and the parties agree that no construction shall be made or presumption shall arise for or against either party based on any alleged unequal status of the parties in the negotiation, review or drafting of the Agreement. 25. Certification Regarding Debarment. Suspension. Ineligibility, and Voluntary Exclusion. Professional certifies, by acceptance of this Agreement, that neither it nor its principals is presently Agreement Professional Services Page 8 DocuSign Envelope ID: 73F9793D-3C96-4481-8CFB-E7F64AD8C301 debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from participation in any transaction with a Federal or State department or agency. It further certifies that prior to submitting its Bid that it did include this clause without modification in all lower tier transactions, solicitations, proposals, contracts and subcontracts. In the event that Professional or any lower tier participant was unable to certify to the statement, an explanation was attached to the Bid and was determined by the City to be satisfactory to the City. 26. Integration and Modification. This written Agreement along with all Contract Documents shall constitute the contract between the parties and supersedes or incorporates any prior written and oral agreements of the parties. In addition, Professional understands that no City official or employee, other than the Mayor and City Council acting as a body at a council meeting, has authority to enter into an Agreement or to modify the terms of the Agreement on behalf of the City. Any such Agreement or modification to this Agreement must be in writing and be executed by the parties hereto. 27. Authorized Representative. The undersigned representative of Professional, as an inducement to the City to execute this Agreement, represents that he/she is an authorized representative of Professional for the purposes of executing this Agreement and that he/she has full and complete authority to enter into this Agreement for the terms and conditions specified herein. IN WITNESS WHEREOF, the parties hereto have executed, or caused to be executed by their duly authorized officials, this Agreement of which shall be deemed an original on the date first written above. CITY OF A j 8l QjtpRADO: Sara G. i�{f [Signature] By: Sara G. Ott _ [Name] Title: city Manager Date: 1/11/2023 1 6:37:07 PM PST Approve as to Form: L x�s�ned �: 'S" r swnndv�s�eaeo.- City Attorney General Conditions of Aspen Website. Purchasina I Aspen PROFESSIONAL: OncuSIgmod br br"* �1-0F04A920F59N6e.,, [Signature] By: Mark Brown [Name] Title: chief innovation officer Date:12/13/2022 1 12:38:55 PM PST and Special Conditions can be found on City Co Agreement Professional Services Page 9 DocuSign Envelope ID: 73F9793D-3C96-4481-8CFB-E7F64AD8C301 EXHIBIT A PROFESSIONAL SERVICES AGREEMENT Scope Deploy the ENERGY STAR Portfolio Manager (ESPM) Whole -Building Benchmarking Moduie solution; Innovations (Contractor) to implement the Work in accordance with the terms and requirements described within this SOW. The scope of this project is for Accelerated Innovations to: Provide the services as defined below and systems (hardware and software) to deploy and enable the ENERGY STAR Portfolio Manager (ESPM) Whole -Building Benchmarking Module solution at City of Aspen, with functionality as described in Appendix 1 attached hereto fully enabled for end customer accounts. Estimated endpoints for ENERGY STAR Module Solution includes all commercial end points and residential end points necessary for inclusion for aggregation of multifamily property usage. The scope includes services from Accelerated Innovations for project management, developing requirements specification, integration design, technical implementation activities, unit testing, and training that is required to deploy the ENERGY STAR Portfolio Manager (ESPM) Whole -Building Benchmarking Module. Upon execution of this SOW, Accelerated Innovations shall perform services and complete deliverables in accordance with the requirements, terms, and conditions as described within this document. The diagram on the following page provides a graphical of existing and planned portal integrations: Agreement Professional Services Page 10 DocuSign Envelope ID: 73F9793D-3C96-4481-8CFB-E7F64AD8C301 Delivera.bles Lead Project management shall include: Accelerated Innovations Project Plan for review and approval from City of (Contractor) Aspen Project Manager Schedule with start and end dates for review and approval by City of Aspen Project Manager Weekly status reports due on Fridays for City of Aspen Project Manager Issues and action items log for review at bi-weekly meeting with target dates for delivery or resolution Bi-weekly meeting with Agenda, meeting minutes, issues/action item logs Testing Plan and test cases and results User Acceptance Testing (UAT) for review and approval Document with requirements specification for City Accelerated Innovations of Aspen Project Manager to review and approve (Contractor) Document that shows the integration design for Accelerated Innovations review and approval by City of Aspen Project (Contractor) Manager Accelerated Innovations Technical implementation activities (Contractor) Unit testing and User Acceptance Testing (UAT) for Accelerated Innovations review and approval (Contractor) Training plan and provide training with training Accelerated Innovations material for review and approval (Contractor) Enable ENERGY STAR Portfolio Manager (ESPM) Accelerated Innovations Whole -Building Benchmarking Module functionality (Contractor) one (1) Standard Whole Building Aggregation Accelerated Innovations Document (Contractor) Up to two (2) training sessions, "train -the -trainer" Accelerated Innovations style, each session at sixty (60) to ninety (90) (Contractor) minutes in length. Core Deliverahle Clarifir_atinns Portal Configuration and Data Integration Agreement Professional Services Page 11 DocuSign Envelope ID: 73F9793D-3C96-4481-BCFB-E7F64AD8C301 Al will collaborate with City of Aspen and its partners to evaluate and implement, as necessary, any new data integrations to provide the customer data and billed usage data necessary to meet the benchmarking needs of City of Aspen business customers, particularly those subject to the Proposal 185 benchmarking ordinance compliance requirements. Customer and billing data from City of Aspen's existing (legacy) CIS will be provided as part of an automated secure daily file extract process for portal display and loading. Monthly usage and cost data will be transferred to ENERGY STAR Portfolio Manager (ESPM) via web services integration, based on user requests and workflows, on either an individual meter or whole -building basis, in order to provide usage history needed to generate and share benchmarking metrics. Resources and pricing under this scope of work will support a transition to file extracts from City of Aspen's customer information system (CIS); additional integration costs will only be necessary if extracts from City of Aspen CIS will not support MyMeter standard data formats. Al and City of Aspen will collaborate on the modification of fields passed in the customer file integration to populate Service Location Group field with a distinct string value (i.e., service address associated with the premises, absent unit identifier) to be displayed for user selection in whole - building request workflow. Residential customer/account records and monthly usage data from existing integrations will be leveraged for aggregated whole -building benchmarking of multifamily properties. The software licensing is not intended to provide residential customers with access to the portal, only for tenant usage to be included as part of whole -building aggregated usage and to evaluate whether tenant is required in any circumstances based on City of Aspen's business rule (i.e., aggregation threshold policy). Automated Whole -Building Benchmarking with ENERGY STAR Portfolio Manager Complete web services integration with ENERGY STAR Portfolio Manager to transfer metered usage data, including connection and property sharing features, to transfer data to existing ESPM Properties defined and managed under customer user accounts Capability for users without existing ESPM accounts to generate a benchmarking score through the SmartData Connect/MyMeter interface (with property attribute characterization), without needing to create a separate ESPM account Platform supports both authenticated and non -authenticated requests for whole -building aggregated usage, including: Search feature for authenticated and non -authenticated users to define buildings based on service location address search; can be one or more locations comprising building definition Application of threshold policy (i.e., minimum number of accounts for which aggregated usage can be provided without explicit tenant consent), with prompts and limits to data access when tenant authorization is required based on configured logic Workflow and automated email messaging to facilitate tenant authorization: Requesting user identifies tenant contacts. System sends branded/custom authorization request message, with copy to requestor and utility administrators (additional admin reporting as well) Responding tenant contact receives request details and is provided with a link to authenticate their account and provide an electronic signature to authorize data being included in aggregated monthly whole -building usage provider to requestor Link to completed authorization forms for all stakeholders to reference Ongoing automated monthly data transfers based on aggregate usage Access to enhanced, existing data visualization (e.g., charting, heat maps), and trending for usage data and benchmarking scores Agreement Professional Services Page 12 DocuSign Envelope ID: 73F9793D-3C96-4481-8CFB-E7F64AD8C301 Automated notifications to make users aware of usage transfers, authorizations, and alerts based on user -defined thresholds Administrator approval feature for both the whole -building data and tenant consent request processes: Whole building request form stored and referenced with relevant requestor details (Role, etc.) and attestation, as well as building definition details (service location groups, units listed, etc.) Configuration available (Site Configuration) to define and set system logic by 1) user -attested Role types (e.g., owner, third -party) and 2) user -authentication status at requested Service Location Group(s): Whether Owner Authorization workflow (form, email, etc.) is used and/or whether a utility admin authorization approval will be required to provide whole -building data access Admin user has the ability to view/set the access permission for each whole building request based on review of all owner/tenant authorization details Auto -approval of building access possible in cases where threshold policy requirements are satisfied, and no admin review/approval is required based on Role/Service Location Group authentication status logic The system shall send an email notification to the whole -building requestor once the request is complete Administrator console to view and manage requests Admin ability to override threshold policy -triggered tenant consent requirements at the individual account trigger level; link/button with prompt to enter comment field (captured with admin userid, timestamp) Agreement Professional Services Page 13 N a O 41) W C O) 7 U O 0 o a N 15 y o p e oL v w " w e J c 3 0 �` >- o c c c c c w c •�`• o c o wm > v cam°' J� a J�° « W v > a3 a>+ CC a w y �m '°1^ u > w > ._ m O 'vi .... o '� e w cw; c 'c° w c 'Z ` ` c �Pv w 3 0 m N L E m w _° o o a n •r5 w w n w `w w O c v w ?i E w w a Q L° o J E z L a �° :3 o w 2 v 3 aw 3 E° •-0 f0 w L L w w w1 C c �, 0 c m v n QjE ` v 1. J J c w ' c w > 'tl0 ._ o n N N 3 J p„ C u m E w O C d m U C m L w y L Ev O w w E y c m L nm wL w o� o c a O _ m•E w,', w ° vs d m w m? a v c c a o m w C E v n w e `w y Q° `w Y p m w w 3 w m m> m Qo '-' aviF O U '^ 0 > H N m m v a P. Y C Y` n 01 o w w c N °° a `� m ti" c u �« pwp Y; m N v 10 c E m wv w x w x •no 5 d d m c u w Y v o 'p^ c u m °°°' "`� v>% N a o N c v J a J v c° a v .0 w e ° w C L L T 4 Y '� L E E E E v '- o U m w E W U v a v u F m c m c m m w o 0 u W u L 3 C om 1O m m_ IC w 't E p w �+ m aw+ N ° c Y_ c J c y L. a° C n ° o w C J o .w. w vwi J H J n U w N L "° Y 0 v° n T y a° c `o r u m of c � m«> > :° w u u o N o u o 3 N w o c c w o v ° a o a o t 5 u o v? o �e v := of a w a c H v v° n w N w c 3 N•°- m o« `w c c v c E m w m•°- v> > E °m' c c c o i N c w v c w c c i s a w £ w= o n a v 1O y E m m w y c w v w w n m �L, J E w ° o m o o° .J m m „i c= a B o c m w w° C m a t a Y '� = w° 0 3 c Ywn Lw o °c ` :° m +m .0 w 45 ? '> 'u V OH °u w E w m 10 Q c a 3 w m v° °u v>i O v a o v v 0 3 a 00 v 4D u° m O m O c.°-° u m O m O m O m O m O m O m O m O o m O O � v apo O L O O a m U w w eo w c ° bLD c `- `m n w a w w c m U a c m w to v a m c w L L l G to c a o c w Q c w 3 m w w m J w o to Z w w v o N Yn N m a w ,'�, m v m -0 U O >• 'w w y O J w j. t 10 w E a c > u m v L v o o uo w w v m C L FW y� Q w c ° J L 0 O 3 C U � Y — = b� w O` w y w C 4 N .>. u `w E m m m 'p c o U 75 c C E w >+ N be O V m Ri C p Z A U m L •E y w w p O c v L w n v c m E :2 v 3 d o o �° �° > w w o w v w o ° w w w D w ° m c m u m en Ti ii E a •v w N M n m a m a `o c S ,� u d m m w c Y c c W m U C m m w ` 1.1 w m w U m w E waci o w ai 'o c '° L= .3 L L .E a E n L 10 •_ C .o - aL-� N w E w E w E m ° w v o Is w w o •a i w w c �o o `m io E w w ai C NE ° y m V w n m .> w e w u w w u w w > v m c > w n > •a > > w o c m n w m c v m n m m N M Q n m Ol O j ° CL L F N .a w O m W vo N '-I p a+ Q C N ma ` J a O U t` f0 n Vf o V1 C N o v E C w in w .m O E c L in 21 vi' C L d V C vwi N w L U o N N Ul Yn Q ry U a La 3 3 O m W C a d C °U N 6 C C_ C O w c n w C N o o U N w V 'h N> > N~ N a _ >, _ E C N C o C C N J lF o O Q O H 'C u y m �' •� Yn O +; •� -1 u Y N t' o ¢ m n '° Ow0 C O �' C L v w n 3 �° m: a t Vwf O y w u '� > o-o C u•ia to U m C •i! O` •(° uo `� N a a w J a 0 �' m m E n m y y J w 3 w m �' Ol m N m mu wpm. uwi o• Edlqq� o O n a io n y Y= m v E m E`o w c o c w >> y c m E p Ji w w a v 3 Y f0 c m o v v� vi m a u o o m t E> w m L v E m ¢ c E E w `w J n y u >y O¢ O �' N is m c m o m a n c Y w L L v o w m n. is m a c �' m c E 91 m j m °°'_^ c m w o C N m L' w Yn o = w oJ •m -O E o° 'S c m o m c¢° a w w n ti 3 v w o an m 'S v o a �= m^ m ,c o f u N m m in c a N w a N c m" ° c - c a m= w m `o Yn o w w � wc0 > m y, '� o E > c ^ ¢ $ m `w v w v iL c w ° a , m c» c u w u c E L w c° m w w w J O c_ E m w> u .? c a` o o E w c ° w v c O o L m o •io ° N m u ti a v u c n v u w a ,w. v c¢ m a A m n 3 m E w, o m w '0 3 m m `v'^ v c n `w v w t' v in w aw. w > v w •� c n ¢ a w w w N E .w. m 0 u Y m N w r w E> N m w o c m c J c - `° w Y� m m to w n w c w E m o- L c u ,FJ o o 0 c o c m >, 0 >o N L m� N o_ 3 c v ° o a 3 m o '- o w w c m a w n 3 E w° u Y c a v m c m c o > L C `o a v o '-^ o o 0 u m °E' =' « m > ° a> °1 a> m = =' " z v n v > > ° c > ai = — y m ° m in ai w c a 1" 3 0 .w+ N Y w m N 0 U Ol W E N a s �' w C J O +-' O> m 0 ,F U m m C CC m J �' — m sw+ UI w to w C° .V w w O a. yz O N Gl L w w W a C C 0 > w CG O 'a°_+ w m N C 0 U N p w N C �' w o w U d m v t u ¢ ? U O V x m>> 3 J L w O N 3 E u a O O O N m H u u v n n_ u J E pG Q O m .G O J 3 u¢ C w vwi Q o °C J '0 '� N d a J¢ "O G n - E °a u° m m m m m m m m m m m 0 0 0 0 0 0 0 0 0 0 0 0 °� 0 0 0 0 0 0 0 0 0 0 e 49 cd O O L mw u <¢ o ri a E N C LL a O u c w w Uj u v w w E 'tt-u E o E m c a w u O v C a W C W N a m w J w C n m W z u F- C m ° O > O w C w C u C J > n C m C ' u w m ° E 2 v L C C ♦+ p fL m C aL+ w w C bo C O m m w w U po ° Y w ; y E > - m " c a L w u m o •t J m v w u N G a no n w v c a m E m Z c .o o E f0 a w n o a w e E m C O xLu ru m a C U Y J J C n c o m 0 0 N c C o m m c m u w ` p °' v ca" O U C C L m H O O 'mt C w J J C C a m w C C di LL o m i > N N >i > •U! w m pwp `1 v w w E o 3 0 o o o % o o w m v a E w 5 u n Y ui N _ C .E w m o ,Y _ o u =o ¢ m J aw' O © E Q o e-I Q ¢ N !vl V ✓i Ln u m N U C O c U O N o 3 ° w f0 f0 0 Co> 3 C O p Nc pv 90 N'w^ m A Q0m N N'O v ia E O LLw Nw c> l c Y ° E > c o o 'emw 1m NJJ oc :+°m m v v E Q , vum m o E o aQ am c 'm L t l m m E m 3 ^ c L 3 z m Y u m 3 E E m 0 n N o a u Yn a c c_ v u •m c E m 'm `o' w E w c o L v m o m 5 Yn m¢¢ o m a o° a 't o m 0 m w w «? m o v o f0 3 J m a g' a C 'J C 3 m m c N C •p m v p- y E C C d C V m ,� 9 Cca O '^ E N m N E u cu-m m C ry o Om0 m C o t• Ol w a m OU o 'o m '^ c N 0 m N _ = w m J° C C 3 C C -Fa° W J C O. L E 3 ° 0 m v pEj o m m C c ° o a o 0 •� d°' u u u m ° m T m w m •t a J C 0o o '; H W W C o m J V o u u a o c '° o Q O o n J S o c N m E o m e c N 3 E u '= m a E m J o ;; c o a .> p C 3 m o u K j O m W ¢ m a Q O O o m a° m 'O o C C u m oz m 'r > u" y C m C ,� 12> ?� m C m E c m m �L' c ti n L p m u 'u E- c m E w m E m > T c m E C v C .m. r m> J m > v v m Ymn c w` o '� 't c u° t m °�' v `w L. m m 'o `�° m E m °m° m '>° -'° Y a •T E o c r v v E E v n x m U m N m o .m. i%1 ; C c E o c w v m c' E m o m v v m v c m W C a T J a d> o O m C- c o u$ cv o Y m o, o aoi m m .m. E c 3 v v m _� m m m ,o o a a a o m y m v c 'm J c a°+ m m J J L m c i E= c in u ° N E 't o f w °° •`- ° °° v _ a 3 v o E c o .`-' axi L N '^ '� Y, o '^ w aci > aEi w e L m L> Ol N H v v .. C U C 0`°1 J C m ._ L O N°° O u Q 3 U u O J 4 Q L O mi 'O C vo Q o_ J O IJ v01 m 7 O! m d V v� 7 O m m O a 'o E T O �n u T O u c C V o o m m O m m m m m m O O U m U m O O La 0 0 O O O O 0 o s m 0 O 4A E An s w a d W d c o aEo CI m N Y o LL C m QQ a W o W Y v c m Z9>- C C —o¢ u r H N ? Y 'C E O C rV > �ZZZ3 a U ° O C 3 a E d a � o o 3 o v v° Z 5 oi " E!^ EUoC o°o v J Y uN In C C l7 J � Z U W N u :% > _ L o m T O a 7 J � L N L m t= a Z m aL. T U C L C U u Q _ n O U 3 N C m N 3 8 S O Iu6 WN v v p 3 - m v a°• C O O w U O' CO m •p n y°� U m E o m L L v m v N p w •� o w :C J O U Y m OY N 3 C U W N J y o 3 u m N c E O o m 2 m J ami w > 3 a a c m v O ,�`m o N N C m fp O y Om J - S W N m C m O e>p o C O L C — w w a v o 0 0 0 0 N t m e w m a c •� m v E a a a` > u v c m ° 0 0 0 •c w Y o a nQen o w v c m m t; o Y a x c o_nw w w v° w v N w 2 a a C J C �^ a a a a a ✓� E 3 E w O t v u o N '" U `o m o w E u E u E " E E u +• = o a` m r a o c _u E -a w $ Y v 1O m v u v E S •�-� w v m f0 b o_ n m v +°• v v -o v Y c o N m v o m o Ln w t Y' w N w w w w w w m m c m u 3 v �' a v N c m v a m - n 3 E; o m V N a a a = w x° a O a v° 5 to c w p w 0 w m 1 3 c a0 w L +' 0 m L C C uwi O C `l m d m N (0 `l 10 d !e m N W� m m 9 N �° 0 d a w c mE w w Yn m N v ; ; 3 ; ; c•-o N� C w '^ O f0�� y. m m E•'^ m 0 m w a w o 0 0 0 o m v a a c or n `o $ u o c n: c v w c v ; o v v w v '� a. �+ w° W ° m ° a Ti 0 v c 5 wn 0 u N C m w N O '9 't x c c c m m m m ,m, w-E.� ; E« v° C m w m C m N w m w o N w w w u m ,w. w N�. m w y •� V" c v c v c u c c m _ Y 0 `� 0 Q •-L' m rao a3i ; E a •� c y w 0 w �o Y Y vai 0 w n v �t mo o u m o m C 0 W w v-''v >'y-''w-''v >'v w N w� Y U 0 U w no w w N N N 2 w w w le r et ry vo0 C E o w v c co °;° a= o o o aw -U° N n o Y n p m 3 '� 3 v E m •- E w w E m o v 'S ;9 L> v c d' o z o z o z =z o o z > O- L o m> z E 2 °u3 w es S T 0' o m ca 525 > o ° L w° a am wcf zr z z z z z z 0 0 0 0 a 0 a 0 0 o z o 0 o z o z o 0 v o 0 u m as u L ry c o w u w .. o a .. U Y O 3 L m w m LL •> 0 Q d O C u ° o w c 'p o ; v° W > ¢ IA lD c u u ° c +• ,� v o c u � o w ° 0 u n E c w 3 c n c o. $ o c e mL. 2 m N E `w o 0 0 '^ a u 'a u° a x c p o m C m 'o W Z u j Cc c a E O O a a a o ° o '" g c ° -. ° '^ o u °c m E w t H T > 3 E Y w iwil 67 L w An m C N M1 w in �n w w 0 w ut m 0 w w Y .. � -00 ° LWUin C C fe a S C N y G a N N w O '- C LL w d V `l •> `o `o o- O O p +J w ; d w w� v w v F 0 i � - n m m m w m io v o a E m x n`i W w y F ni F ri D p E '� m c v °u a °u o_ a 10 u a w o o > o w > m w E u E Z u m E m L•, v o ., E IA jl ? c ;o u c Y c E x et L D ^ E 0 c m in T - c T a+ O H .O MN0 3 O 0 0 0 w Y O E � r `; o R 0 y '^ t Lu If1 T .c T C T w L w 0 w w 0 d zg a`� a` 2a0 0 3 n° o' r �rL rLr 3 33 G� C V lJ U u U U U N n W C 27 U) 7 U O m •� c o v o m u v w Y Y w a > w m ai u oa E a aci $ yo, u w a w v a o +� w _ aci c> > o E a c 5 •� •`° �_ w m ,� o 'o = a Q m m a ._ 'o- 3 ';� m o m v n m c E v E w o Y 'm u o E m o f w ,Y_n a m +' v v a w v= m E E o Z v o m m io 1E-. a m v m m m v m o N m y v a 'ol - E +E a o a o E a c= n v v° a v m e a = '� _ •, o N i� m u N v m o m c v E c E m `oN 't, =L. a w y n ;° v v E a v E 3 c "' 3 a ,=� o n aEi v w 3 a a •� a �- v >'L--, El E n v m f0 Y o m w '� aEi '^ v m 'ai m 'o c o c c Y °1 � n 00 w vim'° 'v o m a N .+_>'' m= O> n= > m E in ° N a p v o u v° Q Z U u o t o = �' = A 'N u= n v L" w m o Y c E> Y 16 co E aci v d N '- N L a= w Q U c m N f0 W IO O C° ° O c a N a 3 a 0 c Y Y p z W a C L E' .v. w e O o Y a u ra a 't E cw c au E- m '� •° ai w 3 Q v `o 'v N v u o m f0 n �' > .>. v c ,-• w '- .� c a a s `m v >'. v 0 is + v v m v m v v o c v c c c c° m `w tl0 ,� c E L c 'E v c E a o c E >. o u > axi ° 'o- m ri ° v •a '; o� o� Y c �° c u m uv 3 = WZ ym vou +4 0 0E ai vni v `+ Q N v u tb w E o o a�i N E :o v ovn E c Q m ',.c--_� w z n 3 u p s N> Y > ._ E o}} Ul Ul Ul v m >• E �a a rn C E 'C ° N C _ E a a m L y 3 .. '+,,, C C Q O O L C u o u 3 m O u E O> :� a n N �p u° a>+ o U u u o u 2 0 0 0 m O m m O o m 0 m 0 m o z z LWo o Z V U V V VLLJ } } y } Y c v 3 ° o � 0 E I Ol C n O Q 0 > a° m u o mm c c a c N ° in O o a o ° c 2 m � Q w 2 E E a •>. ° L aci r. rao x$ v u W m Eo m m E y L c m c Y Y u b O y Z m o n E Q o u v w a v m u o Q W � v c n v E Z N u o Y a Y p o o w o3 3 Y m C Z W c N E m n m N $ 5 ° L. _ u! L- , w E 2 E lw d w o v m e o o v 00 w M — L U w IOD Ct _ O U V U N0 V N V N N N J J i V J L Ol C E N > 0 o �L. M O C p .o N N U 3 L •3 d u W yr. A m p 3 a OO Ul o v Yn fOa ? w o ° a 'c o m °1 =° w r v> v $ E E° m O' t J c J a J E nv u rma o my a 0. 0r w E v EJ yEO. EaN vnm °� c n Yvmn ."ax'3ani aow> 1v0 E c_ Yy3 va J¢co�_ B'^o� w_c m w. acfro0 mo z .000p -B ya•E .-Z YamEav 0cvJ r ° -a •.-uc. m i-'wms $°A3 E 33 0E 0 o E m o 000 a _'C uN o aoeiroo v m No•mv- w"o'vrm w s � c �V uCu v•'.ym� a_ u 'E o m e a E O a m m y v c v M o m 0 ro C° > m n E o O J V W a 1Op ; p J C N a .> v_ E C a °1 w n> C a m m N C E o Y c '^ c u Ti LL m o u w m o r m c- .L. a1°i H W o W v `w °$ n `a E C E m m > u E n vOi J C 'J/' N a o O H o > m m C O> o s o '° m y v u E ar+ H +; > J a 0 o a n N u a u c a° n o 0= 0 c u v .� a E o o =' c c o ^� 'on LL n +' c a N o a !? o- w o p u n a m a a v c o E E •a a m w '" J a n 0 0 m `m = E Yo a 'J' > ry m C v v w J m `5 ;: m '^ f0 m E c `� v w o n w3 ,� c" ,� c° '« % m w o w a N n v ._ L Y C a j v Ol N N = 'n v o J 3 - v a p a C E E i E v O c y v +' y J 6 3 m d O u C N H LL C H C m iJn } V C U° C .` a 0 01 n� O°. uNt Op n rao °U yL+ H °u N u° U a rL N a C a 3 a a yM C! a z Ul Ul N 0 Ul O Ol Ul O N N N Ul Ul Ul OJ r r r z r z r >- z r r r r r r r W C p � r U a C m a O c 3 c � r d u W > a w a C N r y > > - a 0 w u c w •aui 0 u '°i. m v o C c O � N m _ o c ._ a O M a •x w o 3 al E n M °1 v J a 0 aa� Y v hl aU. ° c ° a c E a `w ro o u m E H c c o E co w - p a 0 y v Y o ,v. h '� v _° '� O 2 O EY-i V O c L N j O a 0_ v L N O 0 n W N O. J N W f` 5 rd N N O! J O N 72 Y M N a Y N O H C N •C n N o& c'o o 'u a 3 a° m a v u a w w 'n O w �' a v x v .v m 0 t L O O 0 O O 4.5 C 'nr Z EO W N o O M 'n J O O O N O b Y O L LL LL U 01 U cc m U Y a O "' MO m ii C 0 N? J y O LL LL m M O ° N L GI e O e E vL o # o o E L E o v N Z u v M c o ° v o w v v .' 'nr yL+ n C o O Y Y Y a ar v M1 y -:EW C ,0 3 0 w 0 0 0 0 m o`r v w>- l > ^ > r t $ Y$ o o o a a a :o 3 ---- - oc a `a n a a a a a d d O C W C �I U) 7 U O 0 L o L o L o �� m 3 m c m 3 0o c v L¢ o r¢ o w L¢ o °c ° 0 ° E c m o c m L d m y O Q L N L N C W C N L U `° w iN Z W C ac a a� N Z W w a w N w a w 3 .m N v m w .D '> Q O .•i m wu U1 'co, p Y m a N a E Z> nn m o uo w w v m = 0 O1 a- c t u> o a m y cD. o o 9 rn a C •; o v 'Yn O. 3 o w .L C W o O a tml W d 3 m w c o aJ Om1 '� 3 m 'G 3 v Wv`Oi 'G 3 v N o w •> =� v w o 0 ry m e o 3v g J W N Y J o s+ E J° o m u o «_ o o 'm N d ^ N Y/1 m > c in C o g v \ry a -I m E, J o o r a a E o f c a a F c a a '� ry 3 c ry `w E ¢$ v o o L o L o o w c v v N `-' E ouff •O V W O E u Q O o L m O ry e a v 0 N c J N o A Ory •O C VI W a `w 'O C W a O C W a m E r o J L m �n V1 > 9 W N m O L c O c •`-' o u n m c o o m m a m y C o 0 m m a y C o o m m Y W c a a Q N m c N Yn 4> o vl o H m Q s c m H m o z O.— v a 3 �=+ o u. `1 m 'av m mm O u `J m "o.0 '° mm O u. d m nv m mm u 3$ Z n = y m o v u•-v mD v o v m - 'N v m 100 .O M1NJ O a U O u O. u O d V O u 3 N L D y m N O N W W m m C v m 9 •- m a N N t+ J ry lG w O E P^ tri t' 7 N lG w ° E w n t+ N l0 v o E `w a a N C> n N v u u d w � v o m° Om0 Yn c c m N V cc c N a E J uuf � v J>° d W J m u J m W 3- N E m J U O y v w J o pUj J J C C LI G u J w o mao �� ma•o maa �wa3 a �m o a =oo �moD w r a > w r w > w r w r w r w r w r> w www r> r M1 O1 j Ui - w m W c O —vOi m a m C o L w V o L N O m L c C m :EY c O c O E a E • O OJ `O u u Y a v> o T U o a�i 4: w E o in L C O¢ o N U J U o D N. m v a Y o H m D v t u O m a m 0 ac u C r a+ m w o N o ul w v RD o v w 3 E m .c ? w E °c Y t °o. m o m C n m J T J N W y •D N N N O — w a m E E a n `m o n m 2 ° n o v m w w > o d a cc o m E ° Gl Ol .a F- w T ry o O o T O p 0 o Z. w u N u L J O E; N W 3 .� Oo H > N L L L L Q a Q m u o H N N N n O C w C _07 7 U O L w Ou N m L Y w t N O ° m Y O O c > w -+ -o C 0 0 O a ° TT a a`° c c n m m y o a 4` 01 ` Y a c nt c a v °°� Li m c u o a w w c N '� .s. o' N m y�c E c cAFwF 'y w E o u a O LZ C y Wa C Y v v v v a m o;u °c m ` 0 m Z 0 u a 0 '•� O w m Y �0 c o m o m E w u o w 3L^ E c c +°• e m w o o= w m y n `L' C 'w^ °a m° c 3 a L '; m n ,10. c u w m y ° ° 'on fO r a m In E m w o E w v - � 1O w E 3 y `o w c m w w z c u w ° '° �nO a n• 'c v a a m 3 w w 3 0 [ >i >¢ E° Y� c m o c uvi n v m E v N ° �' v— � g .° u v° u m° O O w NYi C F C p d y U L' aL+ N EO C C m Iwil w '" ° ° Yn E c> o uwi t. s Y m 3 'L" °�` p E c m¢ E mm `w o v L a °c a 0 E a o a m c a m a o G �n �n ,o n a .10. In v m L v Q L U. w w H ,°_, .w. n a v c 0 u w i «T w f0 n m m °¢ u m ° c v Y a E `� c o c r w c > `m m o O o u u > N c O 2' c m a = u o o m •> n m 3 > •� c o 3 m. > F y w E' a o v .0 m y m E w ° E c m= vl o ° Z' >° o u c n w w o w 1° v y '° w E 3 « u° y m m E w wL. n c •> 0 n 'ot " ''°` 3 •Y-i v O 0 o 0 O F v C w 3 u c a°> o o z z °1 >> o w m a u m .T. u c vi tla :: ¢ m c °u y w a n w w u 3 n w m a } z z z z z yT T L u L a+ N w � w C c j w ry � a � v aL+ N N O> u C C N O a ° w w d C v E u « c w ° a1Oi w a 0 m Em_0 C o • E w EE w �w m Y c ° O o a Y w U u c w iv 0 u G w a o° w m C �+ M1 E u p C m c ° 0 N w O m aw+ E w m in w d N N O w v v u w I°8 3 tA d .L. > n Iwil f° c 2 m a m S w ° o m o f Z• v m E 1O E v o w E ° w c w N M1 w w A a 0 u w 0 m m y w c io ,o_ E } o E w w n m m m N C N cm O w is N IM m v r C U w A� w C O L m M1• ifi d H M1. ,+ 3 N w w y C O O h 9 _ N m U M w �J r ` w 'o � a N •� f a A a • N C V N N O O > N° w E '° t lun 0. G w w r L 3 w a m E c y w E w c `o o n � 5 O° ° i� u E U c ti j u° a a v c-1 N N M NN d' N Vl tp NN I� N W N 01 N Cl uM1 �•-I VM N m .9 c a, Cl) 0 0 0 DocuSign Envelope ID: 73F9793D-3C96-4481-8CFB-E7F64AD8C301 EXHIBIT B PROFESSIONAL SERVICES AGREEMENT Fee Schedule Section 5 - Fee Proposal and Schedule Al proposes a fee schedule that will include one-time setup costs to cover the Implementation of the whole -building benchmarking solution and an annual licensing fee to cover maintenance and support of the hosted soirv:are platform. Proposed Project Fees —Table 1 I One-time Implementation and S35,000 Setup Fee Annual MyMeter Software S50,000/year Licensing and Maintenance Fee One -Time Fees: $35,WO One -Time Implementation fee is inclusive of all team hours for program startup and implementation, including synems integration (CIS, AMI/MDD) and arty related software development activities. AI will provide both hosted Test and Production environments for the Energy and Water Benchmarking Portal The AI team will also configure the portal's whole -building benchmarking features in accordance with City of Aspen policies and disclosures for threshold policy enforcement and rules for tenant and owner consent requirements. The team will provide a user guide template and work with City of Aspen team to configure portal content and automated email message content to meet brand guidelines and provide required instructions, disclaimers, etc_ Any additional integration or new feature development post -Year 1 launch can be facilitated with a new scope or work or amendment to reflect additional team hours required. One-time fees will be invoiced 50% ($17,500) upon contract execution/prC ect kickoff and 50% ($17,500) upon delivery of the ive production environment meeting City of Aspen user acceptance testing requirements. Annual Licensing Fees: S50,000/year Al will invoice an annual licens ng fee u on delivery of the Inre production environment meeting City cf Aspen user acceptance testing requirements. The initial annual license fee will be SSOICO0, with a 3% annual escalation fee applied in each subsequent year. Annual licensing will cover all software hosting and maintenance, including utility support services (please note: licensing fees do not include end user Customer support). City of Aspens test and production environments will be maintained with all new monthly software releases, including any enhancements developed to support the platform's automated benchmarking features. (Clarification provided by Mark Brown per email on 12-6-2022) The fixed annual licensing fee pricing we provided is for an unlimited number of meters (also unlimited number of users, buildings, etc.), and assumes this would include loading customer/account and usage data fur both residential and commercial customers (in order facilitate benchmarking for multifamily residential and commercial buildings). In addition to the automated ESPM benchmarking features, including the whole -building aggregation and authorization workflows we reviewed in the demo, the pricing also would allow City of Aspen the option to enable other base portal features including AMI presentment and alerting for individual meters accessible by buildings owners and managers at no additional cost. Agreement Professional Services Page 14 DocuSign Envelope ID: 73F9793D-3C96-4481-8CFB-E7F64AD8C301 Please note that the pricing is not intended to give individual residential customers access to their usage or meter data; if a residential customer engagement portal is something City of Aspen would want to consider down the road, we can provide a quote for additional licensing fees to expand the platform to these users Additional Software Feature Enhancements If Al and City of Aspen identify the need for soizware development enhancements to modify the customer experience or administration functions, the teams will work to develop an additional scope of work with AI resources invoiced at the following billing rates: Role Hourly Rate Executive Sponsor $250/hr Program Manager $225/hr Technology Lead 5210/hr Project Manager S210/hr System Architect $250/hr Developer $220/hr Business Analyst $200/hr Quality Assurance Analyst 5200/hr (Optional) End User Support Services Accelerated Innovations is not staffed with resources to support direct utility c1stomer/end user support. However, we do have partner organizations including Minnesota -based Center for Energy and Environment (CEE) that provide subcontracted Customer Support Center resources, including expertise with our MyMeter platform and benchmarking with ENERGY STAR Portfolio Manager. While not included in the proposed fees here, we welcome the opportunity to discuss if support center resources are a need for City of Aspen and Building IQ CORE team. Remote phone and email -based support resources can be engaged with a nominal annual fee (on the order of $5-$10k/year) and hourly billingfor support services at the following rates: Ro a Hourly Rate Program Manager $225/hr Program Coordinator4 $190/hr Program Coordinator) $165/hr Program Support $115/hr Agreement Professional Services Page 15