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SERVICE AGREEMENT NO. 68345
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\,_,1_71WaterWise Education Program
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THIS Waterwise Education Program Agreement ("Agreement") is entered into by
and between the City of Corpus Christi, a Texas home-rule municipal corporation
("City") and Franklin Energy Services, LLC ("Contractor"), effective upon execution by
the City Manager or the City Manager's designee ("City Manager").
WHEREAS, Contractor has bid to provide Waterwise Education Program in
response to Request for Bid/Proposal No. SS-68345 ("RFB/RFP"), which RFB/RFP includes
the required scope of work and all specifications and which RFB/RFP and the
Contractor's bid or proposal response, as applicable, are incorporated by reference
in this Agreement as Exhibits 1 and 2, respectively, as if each were fully set out here in
its entirety.
NOW, THEREFORE, City and Contractor agree as follows:
1. Scope. Contractor will provide Waterwise Education Program ("Services") in
accordance with the attached Scope of Work, as shown in Attachment A, the
content of which is incorporated by reference into this Agreement as if fully set
out here in its entirety, and in accordance with Exhibit 2.
2. Term. This Agreement is for three years, with performance commencing upon the
date of issuance of a notice to proceed from the Contract Administrator or the
Contracts and Procurement Department. The parties may mutually extend the
term of this Agreement for up to zero additional zero-year periods ("Option
Period(s)"), provided, the parties do so by written amendment prior to the
expiration of the original term or the then-current Option Period. The City's
extension authorization must be executed by the City Manager or designee.
3. Compensation and Payment. This Agreement is for an amount not to exceed
$70,200.00, subject to approved extensions and changes. Payment will be made
for Services completed and accepted by the City within 30 days of acceptance,
subject to receipt of an acceptable invoice. Contractor shall invoice no more
frequently than once per month. All pricing must be in accordance with the
attached Bid/Pricing Schedule, as shown in Attachment B, the content of which
is incorporated by reference into this Agreement as if fully set out here in its
entirety. Any amount not expended during the initial term or any option period
may, at the City's discretion, be allocated for use in the next option period.
Invoices will be mailed to the following address with a copy provided to the
Contract Administrator:
Service Agreement Standard Form Page 1 of 7
Approved as to Legal Form July 11, 2019 E�
SCANN
City of Corpus Christi
Attn: Accounts Payable
P.O. Box 9277
Corpus Christi, Texas 78469-9277
4. Contract Administrator. The Contract Administrator designated by the City is
responsible for approval of all phases of performance and operations under this
Agreement, including deductions for non-performance and authorizations for
payment. The City's Contract Administrator for this Agreement is as follows:
Name: Diana Zertuche-Garza
Department: Utilities Department
Phone: 361-826-1827
Email: dianaG@cctexas.com
5. Insurance; Bonds.
(A) Before performance can begin under this Agreement, the Contractor must
deliver a certificate of insurance ("COI"), as proof of the required insurance
coverages, to the City's Risk Manager and the Contract Administrator.
Additionally, the COI must state that the City will be given at least 30 days'
advance written notice of cancellation, material change in coverage, or intent
not to renew any of the policies. The City must be named as an additional insured.
The City Attorney must be given copies of all insurance policies within 10 days of
the City Manager's written request. Insurance requirements are as stated in
Attachment C, the content of which is incorporated by reference into this
Agreement as if fully set out here in its entirety.
(B) In the event that a payment bond, a performance bond, or both, are
required of the Contractor to be provided to the City under this Agreement before
performance can commence, the terms, conditions, and amounts required in the
bonds and appropriate surety information are as included in the RFB/RFP or as
may be added to Attachment C, and such content is incorporated here in this
Agreement by reference as if each bond's terms, conditions, and amounts were
fully set out here in its entirety.
6. Purchase Release Order. For multiple-release purchases of Services to be
provided by the Contractor over a period of time, the City will exercise its right to
specify time, place and quantity of Services to be delivered in the following
manner: any City department or division may send to Contractor a purchase
release order signed by an authorized agent of the department or division. The
purchase release order must refer to this Agreement, and Services will not be
rendered until the Contractor receives the signed purchase release order.
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7. Inspection and Acceptance. City may inspect all Services and products supplied
before acceptance. Any Services or products that are provided but not
accepted by the City must be corrected or re-worked immediately at no charge
to the City. If immediate correction or re-working at no charge cannot be made
by the Contractor, a replacement service may be procured by the City on the
open market and any costs incurred, including additional costs over the item's
bid/proposal price, must be paid by the Contractor within 30 days of receipt of
City's invoice.
8. Warranty.
(A) The Contractor warrants that all products supplied under this Agreement
are new, quality items that are free from defects, fit for their intended purpose,
and of good material and workmanship. The Contractor warrants that it has clear
title to the products and that the products are free of liens or encumbrances.
(B) In addition, the products purchased under this Agreement shall be
warranted by the Contractor or, if indicated in Attachment D by the
manufacturer, for the period stated in Attachment D. Attachment D is attached
to this Agreement and is incorporated by reference into this Agreement as if fully
set out here in its entirety.
(C) Contractor warrants that all Services will be performed in accordance
with the standard of care used by similarly situated contractors performing similar
services.
9. Quality/Quantity Adjustments. Any Service quantities indicated on the Bid/Pricing
Schedule are estimates only and do not obligate the City to order or accept more
than the City's actual requirements nor do the estimates restrict the City from
ordering less than its actual needs during the term of the Agreement and including
any Option Period. Substitutions and deviations from the City's product
requirements or specifications are prohibited without the prior written approval of
the Contract Administrator.
10. Non-Appropriation. The continuation of this Agreement after the close of any
fiscal year of the City, which fiscal year ends on September 30th annually, is subject
to appropriations and budget approval specifically covering this Agreement as
an expenditure in said budget, and it is within the sole discretion of the City's City
Council to determine whether or not to fund this Agreement. The City does not
represent that this budget item will be adopted, as said determination is within the
City Council's sole discretion when adopting each budget.
11. Independent Contractor. Contractor will perform the work required by this
Agreement as an independent contractor and will furnish such Services in its own
manner and method, and under no circumstances or conditions will any agent,
servant or employee of the Contractor be considered an employee of the City.
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12. Subcontractors. Contractor may use subcontractors in connection with the work
performed under this Agreement. When using subcontractors, however, the
Contractor must obtain prior written approval from the Contract Administrator
unless the subcontractors were named in the bid or proposal or in an Attachment
to this Agreement, as applicable. In using subcontractors, the Contractor is
responsible for all their acts and omissions to the same extent as if the
subcontractor and its employees were employees of the Contractor. All
requirements set forth as part of this Agreement, including the necessity of
providing a COI in advance to the City, are applicable to all subcontractors and
their employees to the same extent as if the Contractor and its employees had
performed the work. The City may, at the City's sole discretion, choose not to
accept Services performed by a subcontractor that was not approved in
accordance with this paragraph.
13. Amendments. This Agreement may be amended or modified only in writing
executed by authorized representatives of both parties.
14. Waiver. No waiver by either party of any breach of any term or condition of this
Agreement waives any subsequent breach of the same.
15. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA
taxes, unemployment taxes and all other applicable taxes. Upon request, the City
Manager shall be provided proof of payment of these taxes within 15 days of such
request.
16. Notice. Any notice required under this Agreement must be given by fax, hand
delivery, or certified mail, postage prepaid, and is deemed received on the day
faxed or hand-delivered or on the third day after postmark if sent by certified mail.
Notice must be sent as follows:
IF TO CITY:
City of Corpus Christi
Attn: Diana Zertuche-Garza
Title: Contracts/Fund Administrator
Address: 2726 Holly Road, Corpus Christi, TX 78415
Phone: (361) 826-1827
Fax: (361) 826-1715
IF TO CONTRACTOR:
Franklin Energy Services, LLC
Attn: Larry Weight
Title: Regional Vice President
Address: 976 United Circle, Sparks, Nevada 89431
Phone: 888 -438-9473
Fax: 800-544-8051
Service Agreement Standard Form Page 4 of 7
Approved as to Legal Form July 11,2019
17. CONTRACTOR SHALL FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND
THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND
AGENTS ("INDEMNITEES") FROM AND AGAINST ANY AND ALL LIABILITY,
LOSS, CLAIMS, DEMANDS, SUITS, AND CAUSES OF ACTION OF
WHATEVER NATURE, CHARACTER, OR DESCRIPTION ON ACCOUNT OF
PERSONAL INJURIES, PROPERTY LOSS, OR DAMAGE, OR ANY OTHER KIND
OF INJURY, LOSS, OR DAMAGE, INCLUDING ALL EXPENSES OF
LITIGATION, COURT COSTS, ATTORNEYS' FEES AND EXPERT WITNESS FEES,
WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION
WITH A BREACH OF THIS AGREEMENT OR THE PERFORMANCE OF THIS
AGREEMENT BY THE CONTRACTOR OR RESULTS FROM THE NEGLIGENT
ACT, OMISSION, MISCONDUCT, OR FAULT OF THE CONTRACTOR OR ITS
EMPLOYEES OR AGENTS. CONTRACTOR MUST, AT ITS OWN EXPENSE,
INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT
OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH
COUNSEL SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL
CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF
ANY KIND ARISING OR RESULTING FROM ANY SAID LIABILITY, DAMAGE,
LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION
OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SHALL SURVIVE
THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT.
18. Termination.
(A) The City Manager may terminate this Agreement for Contractor's failure to
comply with any of the terms of this Agreement. The Contract Administrator must
give the Contractor written notice of the breach and set out a reasonable
opportunity to cure. If the Contractor has not cured within the cure period, the
City Manager may terminate this Agreement immediately thereafter.
(B) Alternatively, the City Manager may terminate this Agreement for
convenience upon 30 days advance written notice to the Contractor. The City
Manager may also terminate this Agreement upon 24 hours written notice to the
Contractor for failure to pay or provide proof of payment of taxes as set out in this
Agreement.
19. Owner's Manual and Preventative Maintenance. Contractor agrees to provide a
copy of the owner's manual and/or preventative maintenance guidelines or
instructions if available for any equipment purchased by the City pursuant to this
Agreement. Contractor must provide such documentation upon delivery of such
equipment and prior to receipt of the final payment by the City.
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20. Assignment. No assignment of this Agreement by the Contractor, or of any right
or interest contained herein, is effective unless the City Manager first gives written
consent to such assignment. The performance of this Agreement by the
Contractor is of the essence of this Agreement, and the City Manager's right to
withhold consent to such assignment is within the sole discretion of the City
Manager on any ground whatsoever.
21. Severability. Each provision of this Agreement is considered to be severable and,
if, for any reason, any provision or part of this Agreement is determined to be
invalid and contrary to applicable law, such invalidity shall not impair the
operation of nor affect those portions of this Agreement that are valid, but this
Agreement shall be construed and enforced in all respects as if the invalid or
unenforceable provision or part had been omitted.
22. Order of Precedence. In the event of any conflicts or inconsistencies between this
Agreement, its attachments, and exhibits, such conflicts and inconsistencies will
be resolved by reference to the documents in the following order of priority:
A. this Agreement (excluding attachments and exhibits);
B. its attachments;
C. the bid solicitation document including any addenda (Exhibit 1); then,
D. the Contractor's bid response (Exhibit 2).
23. Certificate of Interested Parties. Contractor agrees to comply with Texas
Government Code Section 2252.908, as it may be amended, and to complete
Form 1295 "Certificate of Interested Parties" as part of this Agreement if required
by said statute.
24. Governing Law. Contractor agrees to comply with all federal, Texas, and City laws
in the performance of this Agreement. The applicable law for any legal disputes
arising out of this Agreement is the law of the State of Texas, and such form and
venue for such disputes is the appropriate district, county, or justice court in and
for Nueces County, Texas.
25. Entire Agreement. This Agreement constitutes the entire agreement between the
parties concerning the subject matter of this Agreement and supersedes all prior
negotiations, arrangements, agreements and understandings, either oral or
written, between the parties.
Service Agreement Standard Form Page 6 of 7
Approved as to Legal Form July 11,2019
DocuSign Envelope ID:5372A1B2-FCD4-4866-9E22-ACF3D829D245
CONTRACTOR
Signature: Vokait,(, _� tlwv't,ln.u,
Printed Name: Dani el 3 Tarrence
Title: Executive vice President
Date: 8/22/2019
CITY OF CORPUS CHRISTI
kms, Q_ _6cL
Kim Baker
Director of Contracts and Procurement
Date: (} . ZS , ct ATTEST 1
REB, CCA HUERTA
CITY SECRETARY
Attached and Incorporated by Reference:
Attachment A: Scope of Work
Attachment B: Bid/Pricing Schedule
Attachment C: Insurance and Bond Requirements
Attachment D: Warranty Requirements
Incorporated by Reference Only:
Exhibit 1 : RFB/RFP No. SS- 68345
Exhibit 2: Contractor's Bid/Proposal Response
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Service Agreement Standard Form Page 7 of 7
Approved as to Legal Form July 11, 2019
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ATTACHMENT A: SCOPE OF WORK
18b2
1.1 Background Information
A. The Contractor shall provide the Corpus Christi WaterWise® Program a cost-
effective, residential water efficiency program from Franklin Energy Services (FES).
This program utilizes FES's proven school delivery format to provide water savings kits
containing efficiency measures with creative classroom and hands-on, in-home
education techniques which inspire families to adopt new resource usage habits.
Results are tracked and summarized to document projected savings outcomes.
B. The Contractor shall provide a take-home kit full of water-efficient devices which,
following the in-class professional teacher taught education, are taken home and
installed. The learning experience is shared with family members as they work on
subjects required by state learning standards to understand and appreciate the
value of natural resources in daily life. This stimulating program shapes new
behaviors and achieves immediate and ongoing savings through an innovative and
effective mix of new product installation and resource efficiency knowledge, using
the best messengers- children.
C. Program launch will typically be in the fall of each school year, with a goal of
reaching approximately 600 participants annually.
1.2 Program Plan
A. Preparation / Program Ramp-Up
a. Program Plan
Prior to initiating work, the Contractor shall develop a Program Plan will be
developed in conjunction with City of Corpus Christi Staff to identify specific
requirements and objectives. This plan will define specific program parameters,
including materials, kit measures, program timing, and content modifications.
Once the plan is in place, implementation will commence.
b. Marketing Plan
The Contractor shall market the program to eligible teachers through its
enrollment process. This includes a variety of methods including email, fax, and
website access. The Contractor shall provide Parent-focused collateral to
engage parents of the participants in ways to save water throughout their home.
c. Requirements of the City
The City will approve the Program Plan.This includes coverage by area and other
implementation details as indicated above. Also, a list of potentially eligible
schools will be provided to the City by the Contractor for review and approval
prior to outreach.
Page 1 of 5
B. Identify Program Targets & School List
a. The City will identify areas to target for outreach and program participation.
Target program area(s) will be defined by a list of ZIP Codes supplied by the City
and can be based on any criteria or filters, such as geographic (urban, rural),
demographic (income, language), housing type, underserved, etc.
b. The Contractor will work from the ZIP Code list to create an eligible school list
showing individual schools within the defined program area(s). The eligible
school list will then be submitted to the City for review and approval as to
individual eligibility for each school.
C. Program Materials
The Contractor will provide the following materials:
a. Corpus Christi WaterWise®Student Guide
• Custom four-color cover design
• Content modification for Corpus Christi, Texas-specific information
• Content modification for program-specific measures
• Content modification for alignment with Texas Essential Knowledge and
Skills (TEKS)
b. Corpus Christi WaterWise®Student Workbook
• Custom four-color cover design
• Content modification for Corpus Christi, Texas-specific information
• Content modification for program-specific measures
• Content modification for alignment with Texas Essential Knowledge and
Skills (TEKS)
c. Corpus Christi WaterWise® Program Introduction Letter and Pledge Form to
Parents
• Black ink
• Translated into one language other than English
• Content modification for regional Texas-specific information
• Content modification for program-specific measures
d. Corpus Christi WaterWise® Certificate of Achievement
• Custom four-color design
• One-sided 8.5" x 11"
e. Kit Box
• Custom four-color box design
• Content modification for Corpus Christi, Texas-specific information
• Content modification for program-specific measures
f. Parent education piece - Quick Start Guide
• Custom four-color design
• Content modification for Texas-specific information
• Content modification to include low cost / no cost savings tips
• Content modification for program-specific measures
• Multi-language to include English and Spanish
g. Parent Evaluation
• Black ink
• Question modification based on available space
Page 2 of 5
• Multi-language to include English and Spanish
h. Corpus Christi WaterWise®Teacher Guide
• Custom four-color cover design
• Content modification for Corpus Christi, Texas-specific information
• Content modification for program-specific measures
• Content modification for alignment with Texas Essential Knowledge and
Skills (TEKS)
i. Teacher Program Evaluation
• Custom one-color black ink on white paper
• Two-sided 8.5" x 11"
j. Measures included in the program:
• High Efficiency Showerhead (1 .75 GPM)
• Kitchen Flip Aerator (1.5 GPM)
• Bathroom Nub Aerator (1.0 GPM)
k. Program Materials in Kit
• Installation Instructions
• Flow Rate Test Bag
• Toilet Leak Detector Tablets
• Teflon Tape
• Digital Thermometer (Water / Fridge / Freezer)
• Natural Resource Fact Chart
• Rain/Drip Gauge
• Shower Timer
I. Teacher Mini Grant
• A Minimum $50 Mini Grant is Available to Each Teacher that Meets Criteria
as Outlined in the Program Plan
1.3 Implementation
A. Teacher Outreach
a. The Contractor will contact is made with the schools on the approved school list
to determine and confirm physical address, mailing address, school contact
information, teacher information, and approximate enrollment in the target
grade level.
b. Administrative personnel at the school shall be queried about student enrollment
information while developing the approved school list. Since most give an
approximate number rather than locate the most accurate information, the
Contractor shall decide the exact number of students in each classroom during
the enrollment phase.
B. Teacher Enrollment
The Contractor shall make direct contact with eligible teachers via phone, fax,
email, and mail to introduce the program. Individual enrollments will be collected
from teachers
Page 3 of 5
C. Materials Shipment & Confirmation
a. The Contractor shall will send Corpus Christi WaterWise® materials directly to
enrolled classrooms. The quantity of materials sent to the teacher shall be based
on their verbal or written confirmation of the number of students enrolled in their
class(es). Each participating teacher shall receive a set of teacher materials and
a Corpus Christi WaterWise® Kit. Every student in the participating/enrolled class
shall receive a set of student materials and a Corpus Christi WaterWise® Kit.
b. The Contractor shall use a 10-step QA/QC process to ensure approved materials
are safely shipped to participants. These steps include:
• Document Teachers' Requests
• Verify all Materials
• Material Inspection Before Shipment
• Test Measures to Ensure Quality and Function
• Suitably Pack all Material
• Re-Verify Quantity and Destination by Shipping Department
• Use Additional Packing Material to Prevent Damage
• Schedule Shipment with Most Reliable Freight Company
• Ship Material Individually to Each Teacher
• Notify Teacher Directly of Shipment
D. Teacher Support and Data Collection
The Contractor will contact the participating teachers via fax, phone, email
and mail at various times throughout the program to provide support for the
teachers and to request the return of the survey forms and
evaluations. Participants (both teachers and students/families) shall be provided
with a toll-free 800 number for assistance as well as support via an online resource.
1.4 Assessment and Reporting
A. Data Collection
The Contractor shall contact the participating teachers via fax, phone, email, and
mail at various times throughout the program to provide support for the teachers
and to request the return of the survey forms and evaluations. Teachers shall
receive a postage paid envelope to use for returning the requested materials.
B. Reporting
a. The Contractor will jointly the City determine the reporting frequency and data
requirements in the Program Plan. Program data may be reported in numerous
ways. Standard reporting via Word, PDF, Excel, or CSV files are all "as delivered"
options.
b. Standard implementation shall include the review and reconciliation of data to
be reported and/or transferred. For any 3rd party interface that needs to be
tested, a minimum of 30 days will be allowed.
c. The Contractor shall deliver a final Program Summary Report upon completion of
the School Year, or Program Year to be determined by the program plan. It will
present information on program participants, implementation steps, installation
rates, survey data collected, resource savings projections, and any other data
Page 4 of 5
desired by the City as identified in the Program Plan. This is separate from any
EM&V activities.
Page 5 of 5
"77:niN
: ATTACHMENT B: QUOTE/PRICING SCHEDULE
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QUOTE FORM
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L Refer to"Sample Service Agreement"Contract Terms and Conditions before completing quote.
2. Quote your best price, including freight,for each item.
3. In submitting this quote, vendor certifies that the prices in this quote have been arrived at
independently, without consultation, communication, or agreement with any other vendor or
competitor, for the purpose of restricting competition with regard to prices.
Invitation to quote, FOB Destination, Freight Included, on the following:
DESCRIPTION QTY UNIT UNIT PRICE PRICE TOTAL
Year 1: Texas WaterWise Program 600 EA $36.50 $21,900.00
Year 2: Texas WaterWise Program 600 EA $36.50 $21,900.00
Year 3: Texas WaterWise Program 600 EA $36.50 $21,900,00
Custom Kit Boxes (first year only) 2,000 EA $2.25 $4,500.00
TOTAL $70,200.00
COMPANY: Franklin Energy Services, LLC, a Delaware limited liability company
NAME OF PERSON AUTHORIZED TO SIGN: Larry Weight
ADDRESS: 976 United Circle CITY / STATE/ZIP: Sparks, Nevada 89431
PHONE: 888-438-9473 EMAIL: Lweight@franklinenergy.com
FAX: 800-544-8 51 DATE: 6/Lib 0 is
SIGNATURE: TITLE: Regional Vice President
TH CITY RESERVES THE RIGHT TO REJECT OR CANCEL ANY OR ALL QUOTES.TO WAIVE ANY
INFORMALITIES OR IRREGULARITIES IN THE QUOTES RECEIVED AND TO CANCEL OR
POSTPONE THIS PROJECT UNTIL A LATER DATE.
Page 8 of 19
RFQ Revised 1.3.2018
ATTACHMENT C: INSURANCE REQUIREMENTS
No insurance or bonds are required, therefore Section 5 Insurance; Bonds is null to this
Service Agreement.
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ATTACHMENT D: WARRANTY REQUIREMENTS
No product warranty applies to this Service Agreement therefore, Section 8
Warranty subsections 8(A) and 8(B) are void.
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