Energy Savings Performance Contract | Page 1
3767-1001 / 2408747.2
ENERGY SAVINGS PERFORMANCE CONTRACT
This Energy Savings Performance Contract (together with its attached Schedules and Exhibits, the “Contract”) is made and entered into as of this 3rd day of December 2024, (the “Effective Date”), between Willdan Energy Solutions, a California corporation with California state contractor’s license number 1065713 (“WES”), and City of Fairfield (“Customer”). Each of WES and Customer may be referred to in this Contract as a “Party” and collectively as the “Parties.” The purpose of this Contract is for WES to implement energy savings efficiency measures, or other operating cost saving measures and equipment, as well as energy generation measures, as described in Schedule A (Scope of Work), with respect to the Customer’s facilities (the “Premises”). The Contract will also set forth the terms and conditions under which WES will implement such measures, and any other services agreed by WES and Customer, all of which will be designed to save energy or other operating costs at the Premises (collectively, the “Project”).
RECITALS
WHEREAS, Customer owns and operates the Premises, and is in need of energy-saving equipment and services designed to reduce energy consumption and costs for the Premises, as well as improve energy quality and reliability for the Premises;
WHEREAS, WES has made a preliminary assessment of the energy consumption characteristics of the Premises, and the existing equipment (the “Preliminary Assessment”) and has presented the Preliminary Assessment, on an arms’ length basis, to personnel of Customer with requisite technical training and experience, for those personnel to make judgments and determinations as to the desired scope of work; WHEREAS, in the Preliminary Assessment , WES identified potential energy and operational savings opportunities at Customer’s Facilities and estimated program costs to implement energy-efficiency- and energy-generation-measures and presented an overall potential energy cost and consumption savings for implementing those recommendations;
WHEREAS, Customer has determined that the anticipated cost to Customer to implement the energy-savings Project will be less than the anticipated cost to Customer for thermal, electrical, and other energy, together with anticipated operational, maintenance and other costs, that would have been consumed by Customer in the absence of the energy-savings Project, in compliance with California Government Code §§4217.10 through 4217.18;
WHEREAS, pursuant to California Governm ent Code §4217.12, Customer held a regularly scheduled public hearing on December 3, 2024 , of which two weeks advance public notice was given regarding this Contract and its subject matter;
WHEREAS, Customer has determined that entering into this Contract to implement the Project is in the best interests of Customer and that California Government Code §4217.10 et seq. allows Customer to enter into this Contract;
WHEREAS, Customer now desires to retain WES to further develop certain energy efficiency measures as well as certain energy generation measures, and in compliance with California Government Code §§4217.10 through 4217.18 , to design, engineer, procure, construct , install, and commission such energy efficiency measures and energy generation meas ures, all as described in that certain Schedule A (Scope of Work), attached hereto and made a part hereof, as well as to provide other services for the purpose of achieving energy and operational savings for the Premises, as more fully set forth herein; WHEREAS, by adoption of Resolution No. 2024-XXX at the above-referenced meeting, Customer approved this Contract and authorized its execution; and Energy Savings Performance Contract | Page 2
3767-1001 / 2408747.2
WHEREAS, Customer is authorized under the laws of the State of California to enter into this Contract for the purposes set forth herein.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and intending to be legally bound hereby, Customer and WES hereto covenant and agree as follows:
SECTION 1 ENERGY SAVINGS PERFORMANCE CONTRACT (ESPC) DOCUMENTS Section 1.1. The ESPC Documents (hereinafter, “ESPC Documents”) consist of this Contract, other documents listed in this Contract, and Modifications issued after execution of this Contract. A “Modification” is a written amendment to the Contract , and/or a supplemental Scope of Work and Energy Savings Guarantee subject to this Contract, signed by both Parties. A change order is a Modification.
Section 1.2. The ESPC Documents represent the entire and integrated agreement between the Parties and supersede prior negotiations, representations, or agreements, either written or oral. The Contract may be amended or modified only by a Modification. The ESPC Documents shall not be construed to create a contractual relationship of any kind between any persons or entities other than the Customer and WES.
Section 1.3. In accordance with California Government Code §1097.6(c)(1), WES’s duties and services under this Contract shall not include preparing or assisting Customer with any portion of Customer’s preparation of a request for proposals, request f or qualifications, or any other solicitation regarding a subsequent or additional contract with Customer. Customer shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this Project. WES’s partic ipation in the planning, discussions, or drawing of project plans or specifications for any subsequent or additional contract shall be limited to conceptual, preliminary, or initial plans or specifications. WES shall cooperate with Customer to ensure that bidders (if Customer elects to utilize a bidding process ) for a subsequent contract on any subsequent phase of this Project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by WES pursuant to this Contract.
Section 1.4. Schedules and Exhibits. WES has prepared, and Customer has approved and accepted, the Exhibits and Schedules set forth below, copies of which are attached hereto and made part of this Contract by reference.
SCHEDULES
Schedule A Scope of Work
Schedule B Compensation to WES
Schedule C Additional Responsibilities
Schedule D Insurance Requirements
EXHIBITS
Exhibit 1 Completion Form Templates
Schedule 1-A Certificate of Substantial Completion
Schedule 1-B Certificate of Acceptance – Final Completion Exhibit 2 Form of Energy Savings Guarantee, including the following Schedules (the “Energy Savings Guarantee”):
Schedule 2-A Baseline Energy Consumption
Schedule 2-B Savings Measurement & Calculation Formulae; Methodology to Adjust Baseline
Energy Savings Performance Contract | Page 3
3767-1001 / 2408747.2
SECTION 2 THE WORK
Section 2.1. The term “Work” means the investigation, design, engineering, construction, installation, commissioning and related services required to fulfill WES ’s obligations under the ESPC Documents, whether completed or partially complete d, and includes all labor, materials, equipment , and services provided or to be provided by WES.
Section 2.2. WES shall fully execute the Work described in the ESPC Documents, except to the extent specifically indicated in the ESPC Documents to be the responsibility of others.
Section 2.3. WES shall perform all Work through sub-contractors or through WES’s own forces.
Section 2.4. WES shall perform the Work in accordance with sound engineering and safety practices, in compliance with any and all reasonable rules of Customer relative to the Pre mises, and in compliance with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities in effect on the Effective Date or the date of a Modification, as applicable. If WES performs Work contrary to applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities, WES shall assume responsibility for such Work and shall bear the costs attributable to correction.
SECTION 3 PHASES OF THE WORK
Section 3.1. The Work shall be performed in phases , including: the Construction Phase (and construction of any additional phases pursuant to a supplemental Scope of Work or Modification), and the corresponding Energy Savings Guarantee Phase, each as outlined in the applicable Scope of Work or Modification.
(a) The Construction Phase will commence upon the issuance of a formal Notice to Proceed (NTP) following execution of this Contract.
(b) The Guarantee Phase for any Scope of Work or Modification will commence upon the execution of an Energy Savings Guarantee in the form of Exhibit 2, for such Scope of Work or Modification, following the execution of the Certificate of Acceptance – Final Completion in the form of Schedule 1-B, corresponding to such Scope of Work or Modification.
Section 3.2. The Scope of Work for each phase of the Work will be defined in the applicable Schedule A (Scope of Work) (the “Scope of Work”). The fee for each phase of the Work will be defined in the applicable Schedule B (Compensation to WES) (the “Compensation Schedule”).
SECTION 4 FEES FOR THE WORK; PAYMENTS
Section 4.1. Customer will pay WES for the performance of the Work in accordance with the Compensation Schedule.
Section 4.2. Billing Information Procedure . Payments due to WES shall be calculated each month and paid in accordance with the Compensation Schedule.
Section 4.3. Payment. Customer shall pay WES within forty-five (45) days of receipt of WES’s application for payment. Amounts unpaid thirty (30) days after the invoice date shall bea r interest at 1.5% per month.
SECTION 5 FISCAL FUNDING
Section 5.1. Non-appropriation of Funds . In the event no Customer funds (or other funds ), or insufficient Customer funds (or other funds), are appropriated and budgeted for any future fiscal period in which payment will be due to WES under this Contract, and funds are otherwise unavailable by any means whatsoever in such future fiscal period, then the Customer will, not less than thirty (30) days prior to the Energy Savings Performance Contract | Page 4
3767-1001 / 2408747.2
beginning of such future fiscal period, notify WES in writing of such occurrence , and this Contract shall terminate on the last day of the fiscal period for which appropriations were made, without penalty or expense to the Customer of any kind whatsoever, except as t o the portions of payments herein agreed , for which Customer funds and/or other funds shall have been appropriated and budgeted or are otherwise available.
SECTION 6 ENERGY USAGE RECORDS AND DATA
Section 6.1. Customer has furnished or shall furnish (or cause its energy suppliers to furnish) to WES, upon its request, all of Customer’s records and complete data concerning energy usage and energy- related maintenance for the Premises, including the following data for the most curre nt twenty-six (26) month period: utility records; occupancy information; descriptions of any changes in the building structure or its heating, cooling, lighting , or other systems or energy requirements; descriptions of all energy consuming or saving equipment used in the Premises; bills and records relatin g to maintenance of energy- related equipment, and a description of energy management procedures presently utilized. If requested, Customer shall also provide any prior energy audits of the Premises, and copies of Customer ’s financial statements and records related to energy usage and operations for the most current twenty-six (26) month period at the Premises, and shall make agents and employees familiar with such records available for consultations and discussions with WES.
SECTION 7 REPRESENTATIONS AND WARRANTIES
Section 7.1. Each Party warrants and represents to the other that:
(a) it has all requisite power, authority, licenses, permits, and franchises, corporate or otherwise, to execute and deliver this Contract and perform its obligations hereunder; (b) its execution, delivery, and performance of this Contract have been duly authorized by, or are in accordance with, its organic instruments, and this Contract has been duly executed and delivered for it by the signatories so authorized, and constitutes its legal, valid, and binding obligation; (c) its execution, delivery, and performance of this Contract will not breach or violate, or constitute a default under any Contract, lease or instrument to which it is a party or by which it or its properties may be bound or affected; and
(d) it has not received any notice, nor to the best of its knowledge , is there pending or threatened any notice, of any violation of any applicable laws, ordinances, regulations, rules, decrees, awards, permits or orders which would materially and adversely affect its ability to perform hereunder.
SECTION 8 ADDITIONAL REPRESENTATIONS OF THE PARTIES
Section 8.1. Customer hereby warrants, represents and promises that it has provided , or shall provide timely, to WES all records relating to energy usage and energy-related maintenance of the Premises requested by WES and the information set forth therein is, and all information in other records to be subsequently provided pursuant to this Contract will be, true and accurate in all material respects.
Section 8.2. WES hereby warrants, represents and promises that:
(a) it is properly qualified, licensed and equipped to supply and perform the Work in the State of California;
(b) it shall make available, upon reasonable request, all documents relating to its performance under this Contract, including all contracts and subcontracts entered into; (c) it shall use qualified subcontractors and delegates, appropriately registered, licensed and bonded in this state , to perform the Work so subcontracted or delegated pursuant to the terms hereof; and
Energy Savings Performance Contract | Page 5
3767-1001 / 2408747.2
(d) it is financially solvent, ab le to pay its debts as they mature and possessed of sufficient working capital to complete the Work and perform its obligations under this Contract.
SECTION 9 PERFORMANCE BY WES
Section 9.1. WES shall perform all tasks/phases under the Contract, including the Construction Phase, in such a manner so as not to harm the structural integrity of the buildings or their operating systems.
WES shall repair and restore to its original condition any area of damage caused by WES’s performance under this Contract. Customer reserves the right to review the Work performed by WES and to direct WES to take certain corrective action if, in the reasonable opinion of the Customer, the structural integrity of the Premises or its operating system is or will be harmed. All costs associated with such c orrective action to damage caused by WES’s performance of the Work shall be borne by WES.
Section 9.2. WES shall remain responsible for the professional and technical accuracy of all Work performed, whether by WES or its subcontractors or others on its behalf, throughout the term of this Contract.
SECTION 10 OWNERSHIP
Section 10.1. Ownership of Certain Proprietary Property Rights. Customer shall not, by virtue of this Contract, acquire any interest in any formulas, patterns, devices, secret inventions or processes, copyrights, patents, other intellectual or proprietary rights, or similar items of property which are or may be used in connection with the Work. All data, reports, proposals, plans, specifications, flow sheets, drawings, and other products of the Work (the “Instruments of Service”) furnished directly or indirectly, in writing or otherwise, to Customer by WES under this Contract will remain WES’s property and may be used by Customer only for the Work. WES will be deemed the author and owner of such Instruments of Service and will retain all common law, statutory and other reserved rights, including copyrights. The Instruments of Service may not be used by Customer for future additions or alterations to the Project or for other projects, without the prior written agreement of WES. Any unauthorized use of the Instruments of Service will be at Customer’s sole risk and without liability to WES. If Customer uses the Instruments of Service for implementation purposes, including additions to or completion of the Project, without the written permission of WES, Customer agrees to waive and release, and indemnify and hold harmless, WES, its subcontractors, and their directors, employees, subcontractors, and agents from any and all claims, l osses, and other liabilities associated with or resulting from such use.
Section 10.2. Ownership of Existing Equipment . Ownership of the equipment a nd materials presently existing at the Premises at the time of execution of this Contract shall remain the property of the Customer even if it is replaced or its operation made necessary by work performed by WES pursuant to this Contract. If applicable, WES shall advise the Customer in writing of all equipment and materials to be replaced at the Premises and the Customer within thirty (30) days designate in writing to WES which equipment and material that should not be disposed of off -site by WES. It is understood and agreed to by both Parties that he Customer shall be responsib le for and designate the location and storage for any equipment and materials that should not be disposed of off-site. WES shall be responsible for the disposal of all equipment and materials designated by the Customer as disposable off -site in accordance with all applicable laws and regulations regarding such disposal.
Section 10.3. New Equipment. All new equipment or materials supplied to the Customer shall become the property of the Customer.
SECTION 11 INDEMNIFICATION
Section 11.1. WES shall save and hold harmless Customer and its officers, agents and employees or any of them from any and all third-party claims, demands, actions or liability of any nature, to the extent based upon or arising out of WES’s negligence or other wrongful conduct in any Work performed by WES, Energy Savings Performance Contract | Page 6
3767-1001 / 2408747.2
its agents or employees under this Contract, excepting liabilities to the extent due to the negligence or willful misconduct of the indemnified party.
Section 11.2. The liability of a defaulting Party will be limited to direct, actual damages. Neither Party shall be liable to the other Party for any special, indirect, incidental or consequential damages whatsoever, whether in contract, tort (including negligence) or strict liability, including, but not limited to, operational losses in the performance of business such as lost profits or revenues or any increase in operating expense.
SECTION 12 CONDITIONS BEYOND CONTROL OF THE PARTIES
Section 12.1. WES shall notify Customer in writing immediately of any delay or anticipated delay in WES’s performance of this Contract due to causes or circumstances beyond the reasonable control of WES. Notice shall include the reason for and anticipated length of the delay , and the date of performance shall be extended for a period equal to the time lost by reason of the delay. WES may be entitled to additional compensation due to any such extension of time. Any extension of time pursuant to this Section 12.1 shall be documented by a Modification signed by the Parties. Examples of such possibly excusable delays are natural calamities, strikes and boycotts, war or civil unrest or governmental actions and other events that are commonly deemed force majeure events.
SECTION 13 EVENTS OF DEFAULT
Section 13.1. Events of Default by Customer . Each of the following events or conditions shall constitute a “Customer Event of Default”:
(a) any failure by Customer to pay any amount to WES which is not paid within five (5) days after written notification by WES that Customer is delinquent in making payment ; provided that WES is not then in default in its performance under the terms of this Contract; or (b) any other material failure by Customer to perform or comply with the terms and conditions of this Contract, inc luding breach of any covenant contained herein, provided that such failure continues for thirty (30) days after notice to Customer demanding that such failures to perform be cured, or if such cure cannot be effected in thirty (30) days, Customer shall not be in default if Customer commences a cure within such thirty (30) day period and diligently pursues completion thereof; or (c) any representation or warranty furnished by Customer in this Contract was false or misleading in any material respect when made.
Section 13.2. Events of Default by WES. Each of the following events or conditions shall constitute a “WES Event of Default”:
(a) any failure by WES to meet the standards of comfort and service set forth in Schedule C-3 due to failure by WES to properly design, install, maintain, repair or adjust the Equipment ; provided that such failure continues for thirty (30) days after notice to WES demanding that such standards be met, or if such failure cannot be cured within thirty (30) days, WES shall not be in default if WES commences a cure within such thirty (30) day period and diligently pursues completion thereof. (b) any other material failure by WES to perform or comply with the terms and conditions of this Contract, including breach of any covenant contained herein, provided that such failure continues for thirty (30) days after notice to WES demanding that such failures to perform be cured , or if such cure cannot be effected in thirty (30) days, WES shall not be in default if WES commences a cure within such thirty (30) day period and diligently pursues completion thereof; (c) any representation or warranty furnished by WES in this Contract was false or misleading in any material respect when made; or
Energy Savings Performance Contract | Page 7
3767-1001 / 2408747.2
(d) the filing of a bankruptcy petition , whether by WES or its creditors against WES, which proceeding shall not have been dismissed within sixty (6 0) days of its filing, or an involuntary assignment for the benefit of all creditors or the liquidation of WES.
SECTION 14 REMEDIES UPON DEFAULT
Section 14.1. Remedies upon Default. All disputes shall be submitted to the individuals listed in Section 23 for resolution. In the event that a remedy acceptable to both Customer and WES cannot be found, either Party may seek mediation as outlined in Section 15.
SECTION 15 MEDIATION
Section 15.1. Any claims or actions (“Claims”) arising out of or related to the Contract shall be subject to mediation as a condition precedent to arbitration or the institution of legal or equitable proceedings by either Party.
Section 15.2. The Parties shall endeavor to resolve their Claims by mediation which, unless the Parties mutually agree otherwise, shall be in accordance with the Construction Industry Mediation Rules of the American Arbitration Association then in effect. Request for mediation shall be filed in writing with the other Party to the Contract and with the American Arbitration Association. The request may be made concurrently with the filing of a demand for arbitration but, in such event, mediation shall proceed in advance of arbitration or legal or equitable proceedings, which shall be stayed pending mediation for a period of sixty (60) days from the date of filing, unless stayed for a longer period by agreement of the Parties or court order.
Section 15.3. The Parties shall share the mediator’s fee and any filing fees equally.
Section 15.4. The mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon.
Section 15.5. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof.
SECTION 16 LIENS
Section 16.1. WES will promptly pay, when due, all amounts payable for labor and materials furnished in the performance of this Contract and will endeavor to prevent any lien or other claim from arising against any Customer property, against WES’s rights to payments hereunder, or against Customer.
SECTION 17 INDEPENDENT CAPACITY OF WES
Section 17.1. The Parties hereto agree that WES, and any agents and employees of WES, is acting in an independent capacity in the performance of this Contract, and not as a public official, officer, employee, consultant, or agent of Customer for purposes of conflict of interest laws or any other applicable law.
SECTION 18 NO WAIVER
Section 18.1. The failure of WES or Customer to insist upon the strict performance of the terms and conditions hereof shall not constitute or be construed as a waiver or relinquishment of either Party’s right to thereafter enforce the same in accordance with this Contract in the event of a continuing or subsequent default on the part of WES or Customer.
SECTION 19 SEVERABILITY
Section 19.1. In the event that any clause or provision of this Contract or any part thereof shall be declared invalid, void, or unenforceable by any court having jurisdiction, such invalidity shall not affect the Energy Savings Performance Contract | Page 8
3767-1001 / 2408747.2
validity or enforceability of the remaining portions of this Contract unless the result would be manifestly inequitable or unconscionable.
SECTION 20 COMPLETE AGREEMENT
Section 20.1. This Contract, when executed, together with all Exhibits and Schedules attached hereto or to be attached hereto, as provided for by this Contract, shall constitute the entire agreement between the Parties and this Contract may not be amended, modified, or terminated except by a written Modification signed by the Parties hereto.
SECTION 21 FURTHER ASSURANCES
Section 21.1. The Parties shall execute and deliver all documents and perform all further acts that may be reasonably necessary to effectuate the provisions of this Contract.
SECTION 22 APPLICABLE LAW; VENUE
Section 22.1. This Contract and the construction and enforcea bility thereof shall be interpreted under the laws of the State of California. Any dispute arising out of or relating to this Contract shall be brought in the Superior Court of California, County of Solano, or the United States District Court for the Eastern District of California.
SECTION 23 NOTICE
Section 23.1. Any notice required or permitted hereunder shall be deemed sufficient if given in writing and delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid, or delivered to a n ationally recognized express mail service, charges prepaid, receipt obtained, to the address shown below or to such other persons or addresses as are specified by similar notice.
TO WES: TO CUSTOMER:
Willdan Energy Solutions [City of Fairfield]
Attention: Micah Chen Attention: David Gassaway
2401 East Katella Avenue, Suite 300 1000 Webster Street Anaheim, CA 92806 Fairfield, CA 94533
SECTION 24 HEADINGS
Section 24.1. Headings and subtitles used throughout this Contract are for the purpose of convenience only, and no heading or subtitle shall modify or be used to interpret the text of any section.
SECTION 25 INSURANCE
Section 25.1. WES shall procure and maintain in effect insurance coverage as set forth Schedule D (Insurance Requirements), attached hereto and incorporated herein.
SECTION 26 EPACT 179D
Section 26.1. To encourage the implementation of a more energy-efficient system, Section 179D of the Internal Revenue Code provides for the allocation of a tax deduction based on the efficiency of the design. Since a public entity is exempt from paying taxes, the Internal Revenue Code permits this allocation to be passed along to the designer of the system as an additional incentive to incorporate the most efficient system affordable. Accordingly, once the building/system is placed into service, it is understood and agreed that the tax deduction granted pursuant to Section 179D of the Internal Revenue Code will be allocated to WES, in consideration of which WES intends to maximize the energy efficiency of the design being contracted.
Energy Savings Performance Contract | Page 9
3767-1001 / 2408747.2
IN WITNESS WHEREOF, and intending to be legally bound, the Parties hereto subscribe their names to this Contract by their duly authorized officers as of the Effective Date.
WES CUSTOMER
Signed Signed
Name Name
Title Title
Energy Savings Performance Contract | Page 11
3767-1001 / 2408747.2
SCHEDULE A
SCOPE OF WORK
California State Contractor’s License Number 1065713
California Public Works Contractor Registration Number PW-LR-1001125693 This scope of work (“ Scope of Work ”) is attached to, and forms an integral part of, the Energy Savings Performance Contract (together with its Schedules and Exhibits, the “Contract”) between Willdan Energy Solutions (“ WES”) and Customer. Capitalized terms used and not defined in this Scope of Work have the meanings given them in the Contract.
The purpose of this Contract is for WES to implement energy savings efficiency measures, or other operating cost saving measures and equipment, as well as energy generation measures with respect to the Customer’s facilities (the “Premises”). The Contract also sets forth the terms and conditions under which WES will implement such measures, and any other services agreed by WES and Customer, all of which will be designed to save energy or other operating costs at the Premises (collectively, the “Project”).
Schedule A-1. CONTRACT TIME
(a) Date of commencement of construction will be based on the date of execution of this contract.
(b) The estimated contract duration is 730 calendar days from the date of commencement of construction.
(c) The anticipated Energy Savings Guarantee Commencement Date is the date of final completion.
(d) Weather disruptions, availability of necessary equipment, remediation of hazardous materials, and other delays beyond the control of WES shall not count toward the construction timeframe in this Schedule A-1.
Schedule A-2. ENGINEERING AND DESIGN SERVICES
(a) Engineering and Design. WES shall perform design required to develop the scope and solutions that meets energy and water savings Performance Contract Program Requirements as identified in Schedule A-4 and obtain permits.
(b) CEQA. Prior to any construction Work being performed, Customer, with the assistance of WES, will take all actions necessary to comply with the California Environmental Quality Act.
Schedule A-3. CONSTRUCTION PHASE SERVICES
(a) WES’s Construction Phase Responsibility.
WES shall supervise and direct the Work, using WES’s best skill and attention.
WES shall be solely responsible for, and have control over, construction means, methods, techniques, sequences and procedures, and for coordinating all portions of the Work under the Contract, unless the ESPC Documents give other specific instructions concerning these matters.
WES shall schedule Work and coordinate Subcontractors and any other persons on the site of the Project.
WES will inspect the Work of each subcontractor for defective work, manage resolution of the defective work, and notify applicable subcontractor(s) to correct such defective work in a manner approved by the design team and Customer.
Energy Savings Performance Contract | Page 12
3767-1001 / 2408747.2
WES shall record the progress of the Project and provide reports to the Customer.
Such reports shall include, without limitation, information about variations between actual and budgeted or estimated costs and information on each subcontractor’s work, as well as completion status on the entire Project, showing percentages of completion.
With the cooperation of the Subcontractors, WES will prepare and maintain the Construction Schedule.
WES shall schedule and conduct preconstruction, progress, quality co ntrol and special meetings with the Customer, designers, the subcontractors and any other parties involved in the Project to discuss such matters as procedures, progress, problems and scheduling.
WES shall receive, review for completeness and responsiveness the subcontractors’ submittals such as shop drawings, product data and samples and deliver them to the Customer for review and approval.
WES shall manage the Punch List, coordinate final inspections, and prepare the certificates of Substantial Completion and Final Completion. Upon Final completion, WES will receive, review for conformity with the requirements of the ESPC Documents, transmit to the Customer any affidavits, and turn over to the Customer any manuals and the originals of any guarantees, warranties, releases, bonds and waivers.
(b) Labor and Materials.
Unless otherwise provided in the ESPC Documents, WES shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services, necessary for proper execution and completion of the Work, whether temporary or permanent, and whether or not incorporated or to be incorporated in the Work.
WES shall enforce strict discipline and good order among WES’s employees, Subcontractors, and other persons carrying out the Work. WES shall not permit employment of unfit persons or persons not properly skilled in tasks assigned to them.
Schedule A-4. ENERGY PERFORMANCE CONTRACT PROGRAM REQUIREMENTS:
(a) Financial Criteria.
(b) General Scope and Intent.
Schedule A-5. SCOPE OF WORK
(a) Scope of Work. The finalized scope of work to be performed under the Contract is as follows:
(1) FACILITY IMPROVEMENT MEASURE (FIM) #1: Solar PV
This work is to be performed as new construction at the following sites:
(A) Art Koch Range & Training Facility
Provide and install a 288.0 kWdc PV System
Provide and install 3 standard Level 2 EV charging stalls Provide and install 1 new ADA van accessible Level 2 EV Charging stall
Provide and install 10 EV capable stalls for future EV Installation Energy Savings Performance Contract | Page 13
3767-1001 / 2408747.2
(B) Allan Witt Sports Complex
Provide and install a 93.1 kWdc PV System
Existing EV Chargers in Aquatic Center lot meet EVCS mid-cycle code requirement
(C) Allan Witt Aquatics Center
Provide and install a 340.3 kWdc PV System
Provide and install 1 New Level 2 EV charging station
(D) Corp. Yard Administration
Provide and install a 99.5 kWdc PV System
No ADA or EV stalls needed inside the fenced area
(E) Fairfield Transportation Center
Provide and install a 289.5 kWdc PV System
No ADA or EV stall needed; existing EV charging infrastructure satisfies mid cycle code requirements
(F) Cordelia Library
Provide and install a 89.9 kWdc PV System
Provide and install 1Shaded Standard ADA stall
Provide and install 4 New EV Capable Stall for future EV installations
(G) Fire Station No. 41
Provide and install a 34.8 kWdc PV System
Provide and install 1 Standard ADA stall
Clarifications for all sites:
Trenching or boring as required for electrical and communication wire in conduit, including patching, backfill and repair.
Obtain necessary design approvals and permits required for the Customer & the Authority Having Jurisdiction (AHJ).
Coordinate net-metering capable utility meter installation with electric utility.
Furnish and install all electrical mounting equipment necessary for a complete system installation.
Energy Savings Performance Contract | Page 14
3767-1001 / 2408747.2
Furnish and install all control system wiring and all electrical distribution wiring.
Furnish and install equipment required for proper PV system grounding.
Furnish and install all DC and AC wiring, conduit and equipment. Furnish and install balance of system equipment required for a complete system.
Furnish and install array lighting for canopy systems and integrate into existing lighting controls where possible to be compliant with CA Title 24 Install Data Acquisition System (DAS) that monitors all solar PV performance and provides remote access to Owner
Cleanup and removal of debris.
Provide warranty execution instructions to owner for 3 rd party warranties.
Coordinate testing and commissioning between manufacturer and utility.
Training of the system operation to owner.
Provide system operating and maintenance documentation to owner.
(2) FIM – 2: LED Lighting
This work is to be performed at the following sites:
(A) City Hall
(B) Council Chambers
(C) Central Utility Plant
(D) Civic Complex Exterior
(E) Police Department
(F) Community Center
(G) Willow Hall (Inside Community Center)
(H) Adult Recreation Center
(I) Allan Witt Sports Complex
(J) Allan Witt Aquatics Center
(K) Allan Witt Athletic Complex
(L) Fairfield Transportation Center
(M) Rancho Solano Clubhouse
(N) Downtown Theater
Energy Savings Performance Contract | Page 15
3767-1001 / 2408747.2
(O) Paradise Valley Clubhouse
(P) Fire Station #35
(Q) Fire Station #37
(R) Fire Station #38
(S) Fire Station #40
(T) Fire Station #41
(U) Fleet Maintenance Facility
(V) Art Koch Range & Training Facility
Demo existing lighting systems identified in the room schedule lighting audit as contained in City of Fairfield Energy Project Investment Grade Audit Report Phase 1 Appendix G.
Recycle and dispose of lighting systems per all applicable local, state and federal regulation
All fluorescent, incandescent, halogen, and HID lamps shall be retrofitted or replaced with LED lamps or fixtures as identified in the room schedule lighting audit as contained i n City of Fairfield Energy Project Investment Grade Audit Report Phase 1 Appendix G. Furnish and install all materials and labor to provide a complete LED lighting system.
All existing fixtures with emergency backup ballasts shall retain that function with new battery backed drivers or inverters.
All existing lighting controls will be left as is.
Provide 2% lighting product “attic stock”.
Provide all necessary floor and wall protection to protect existing conditions.
All spaces will be cleaned at the end of each work shift. All penetration or damage to drywall must be patched back to maintain their fire rating.
Provide proper recycling/disposal documentation upon completion of each building to ensure an environmentally friendly and legal disposal of hazardous material during this scope of work.
Coordinate all logistics needed for receiving, unloading, verifying material, storing, and securing the materials onsite per building. A designated location will be provided at each building for storage containers(s), dumpsters, and temporary toilets for the subcontractor Exclusions:
Our proposal assumes the building owner will follow the OSHA 1910.1001 - Asbestos Standard and there will be no delays caused by our workers finding unidentified or unabated PACM (Presumed Energy Savings Performance Contract | Page 16
3767-1001 / 2408747.2
Asbestos Containing Material) or ACM (Asbestos Containing Material) found in our scope of work. We further assume that if there is building within our scope constructed in 1980 or before, we will be provided with an Asbestos Pre-Renovation Report or equivalent for our safety records.
Exit/Emergency lighting replacement
Lighting Controls
(3) FIM #3: Central Utility Plant (CUP) Modifications
This work is to be performed at the following site:
(A) The Central Utility Plant at the Fairfield Civic Center CUP Mechanical System Modifications are limited to the following scope of work (including Selective Catalytic Reduction (SCR) system) Provide onsite design and development to verify existing conditions as required to produce the mechanical and electrical design development of a new design for a new direct exhaust absorption chiller, distribution piping, pumps and VFDs, control valves and control components with a new design to tie -in with existing Heating H ot water ( HHW) and Chilled Water (CHW) distribution systems.
This will include demolition drawings of the existing vapor phase boiler and associated distribution steam piping and of the existing absorption chiller, distribution steam and chilled water piping to points of disconnection.
During design, we will develop drawings, and specifications as required to produce the permit set mechanical design.
During construction, remove the existing vapor phase steam generator. Remove the existing absorption chiller.
Provide and install a new Thermax Exhaust Absorption Chiller Model TCH E7 P3 XP or equivalent that uses direct exhaust from the generator, precluding the need for a new vapor phase steam generator.
The direct exhaust fired Absorption Chiller will come with a Lower/Upper Shell, High Temperature Generator, regenerative Heat Exchangers, Auto Purge Recovery Device and a BACNet Controller. Provide and install (2) Primary CHW Pumps - 605 Gallons per minute (GPM) @ 60’ THD with 15 HP Baldor TEFC motor. Pumps to be Bell & Gossett Series E-80 In-line or equivalent.
Provide and i nstall (2) Primary HW Pumps - 180 GPM @ 45’ THD with 7.5 HP Baldor TEFC motor. Pumps to be Bell & Gossett Series E- 80 In-line or equivalent.
Provide and install (4) Variable frequency drives: (2) 15 HP Indoor rated drives and (2) 7.5 HP Indoor rated drives. with BACnet control Energy Savings Performance Contract | Page 17
3767-1001 / 2408747.2
ready communications cards. Variable Frequency Drives (VFDs) to be ABB 580 NEMA3R or equivalent.
Provide and install (1) Air Separator.
Provide and install (2) expansion tanks
Reuse the existing York centrifugal chiller as a backup cooling source as it is still in good operating condition.
Remove the existing Cleaver Brooks hot water boiler
Provide and install (3) Lochinvar Energy Efficient Crest boilers 96.2% Efficient each having a 2000 MBH Input Capacity.
Provide and install a new stainless steel boiler stack. Provide and install (3) Bell & Gossett series e -90 In-line pumps rated at 1 HP, 1800 RPM, 144GPM, 15ft
Provide and install (4) variable frequency drives: (1) 50 HP Indoor rated drive, and (2) 20 HP Indoor rated drives with BACnet control ready communications cards.
Provide VFD Factory start up.
Provide and i nstall (2) Secondary CHW Pumps each producing 1100 GPM @ 120’ THD with 50 HP TEFC motor
Provide and install (2) Secondary HW Pumps rated at 500 GPM @ 100’ THD with 25 HP TEFC motor.
Provide and i nstall new digital controls t o interface with the boiler controls and direct control of the hot water control valves, flow meter, flow switches, and primary hot water pumps LEAD/LAG controls
(B) Tower
Reuse roof-mounted cooling tower and replace fill material, seal basin and rebuild ventilation slats. Work to include:
Coordinate and schedule safe-off and Lockout-Tagout (LOTO) of the cooling tower.
Drain down the tower basin and clean out the debris in the sump. Remove the drift eliminators and fill media.
Grind and prepare interior of the tower basin & fill area. Apply two coats of NovoCoat SP2000 Epoxy to the prepared areas. Install new fill supports, fill media and drift eliminators. Remove & replace media from air inlet louvers ( reuse SS frames ) Clean up work area and prepare the tower for fill and restart. Restore tower system operation
Energy Savings Performance Contract | Page 18
3767-1001 / 2408747.2
(C) SCR (selective catalytic reduction) System
Install an upgraded SCR box with catalyst elements. The SCR Replacement Includes:
SCR housing with 16” inlet and outlet flanges configured for up to 3 Layers of E‐ Frames,
18 SCR E Frames (enough for 2 Layers),
4 High temp 16” exhaust gaskets
(D) CUP Electrical Distribution Modifications
During design, we propose to develop drawings, and specifications as required to produce the permit set electrical design.
During construction, we propose the following scope of work for CUP Equipment Power:
Provide demo of existing feeders/motor connections.
Remove/replace existing power panels with new electrical gear of sufficient power buss and breaker size to serve the new CUP equipment needs including:
(i) (1) 600 amp panel
(ii) (3) 400 amp panels
(iii) (2) 100 amp panels
Provide new feeders, disconnects, and VFD mounting for Secondary Chilled Water (SCHW) Pump (2), Service Hot Water (SHW) Pump (2), HHW Boilers (3), HHW Pumps (3), Primary Heating Water Pumps (2), Primary Chilled Water Pumps (2), Absorption Chiller (1)
(E) Generator Controls
Replace the generator controls including the existing DSLC (Digital Synchronizer and Load Controller) and MSLC (Master Synchronizer and Load Controller)
Replace generator main breaker.
New Generator Controls to Include:
i. InteliSys Gas industrial grade controller for power generation applications
ii. 12.1" display unit for ComAp controllers
iii. MOTORTECH Ignition Controllers
iv. MOTORTECH Detonation Control Systems
v. ProAct™ Integrated Throttle Bodies
Energy Savings Performance Contract | Page 19
3767-1001 / 2408747.2
vi. Low Voltage WL Circuit Breakers
vii. SEL-700G Generator Protection Relays
viii. The existing DSLC (Digital Synchronizer and Load
Controller) and MSLC (Master Synchronizer and Load
Controller)
Exclusions:
Adjustments to existing PG&E gas pressure.
(4) FIM #4: HVAC Replacements
This work is to be performed at the following sites:
(A) City Hall
Install new roof equipment curbs. New roofing work and flashing installed by roofing contractor under roofing scope of work. Install new rooftop air handlers replacing FC-3 and FC-4 consisting of energy efficient supply fan , motors, mixed air section with outside, exhaust, and return air dampers and actuators for blending return and fresh outside air.
Install new 2-way style control valves with digital actuators on new air handler hot water and chilled water coils.
Replace Rooftop mounted exhaust fans EF-15, EF-16, EF-17, EF-22. Replace fourth floor ceiling mounted exhaust fans EF-10, EF-20, EF- 21 Replace third floor ceiling mounted exhaust fan EF-19 Remove 33 existing hot water reheat coils and replace them with 33 new hot water reheat coils.
Replace the 3 -way hot water control valves with 2 -way style valves allowing a variable flow pumping sequence to operate.
Reuse distribution ductwork and install zone damper kits. Distribution ductwork and piping to be reused throughout the system. Install new Direct Digital Control ( DDC) controls and air ha ndler sequence of operations with remote monitoring, control, and scheduling by the Building Management System (BMS).
Provide 8 hours owner training on new systems.
Provide a new code compliant fire alarm system for the city hall. The new city hall fire a larm system will be separated from the rest of the civic complex. The City Hall system will become its own entity w/ its own panel, annunciator and monitoring service.
Energy Savings Performance Contract | Page 20
3767-1001 / 2408747.2
All city hall devices will be de-programed from the existing fire panel in PD. The PD a nnunciator in the 911 dispatch center will no longer annunciate issues w/ city hall.
Replacing all city hall initiation devices & re -use all existing notification devices and re-use existing wiring.
Provide and install ( 1) Addressable duct detectors in FCU -3 supply ductwork and install ( 1) Addressable duct detectors in FCU -4 supply ductwork with the appropriate sampling tubes and remote test switches. Install (1) relay module in each duct detector for fan shutdown. Willdan excludes responsibility for coordinating & paying for elevator recall testing after fire panel is replaced.
Willdan excludes future 2-year monitoring contract costs amounting to an estimated $65/ month that would be required with the installation of this new panel.
Willdan excludes the costs required to install a new dedicated circuit for the fire alarm panel as Willdan has been directed this is already existing and in place.
Willdan excludes the existing electrical conditions off all low and 120v electrical systems currently assumed in this price to be salvaged and reused.
(B) Allan Witt Sports Complex
Replace AC -1, AC -2, AC -3, AC -4, AC -5, and AC -6 with new air handlers consisting of energy efficient supply fan motors, mixed air section with outside, exhaust, and return air dampers and actuators for blending return and fresh outside air. Units will come with new hot water and chilled water coils, and control valves with digital actuators. Install 2 new 1000 MBH condensing hot water boilers replacing existing Boiler B -1, new stainless steel boiler exhaust stack, 2 new hot water pumps, and new hot water expansion tank.
Install all piping and piping connections for the new boilers and primary heating water pumps.
Replace the 3 -way hot water control valves and 3 -way chilled water control valves with 2 -way style valves that will allow a variable flow pumping sequence to operate. Distribution ductwork and piping to be reused through system.
Install new DDC controls and air handler sequence of operations with remote monitoring, control, and scheduling by the Building Management System (BMS).
Integrate to a new Building Management System (BMS)
Energy Savings Performance Contract | Page 21
3767-1001 / 2408747.2
Provide and install (1) addressable duct detectors in AC -1 supply ductwork with the appropriate sampling tubes and remote test switches Provide and install (1) addressable duct detectors in AC -2 supply ductwork with the appropriate sampling tubes and remote test switches. Install (1) relay module in each duct detector for fan shutdown. Install (2) relay modules for each detector for future global shutdown, and remote reset.
Tie the new modules into the existing fire alarm panel. Willdan excludes the costs required to install a new dedicated circuit for the fire a larm panel as Willdan has been directed this is already existing and in place.
Willdan excludes the existing electrical conditions off all low and 120v electrical systems currently assumed in this price to be salvaged and reused.
Willdan excludes a new fir e alarm panel. This proposal includes the integration of new devices into the existing panel.
Provide 8 hours owner training on new systems.
(C) Rancho Solano Clubhouse
Replace packaged rooftop air handlers AC -1, AC-2, AC-3, AC-4 and AC-5.
Replace evaporative cooling units MAU-1 and MAU-2.
Replace split heat pump units HP -6, HP-9 (consisting of both rooftop condensing units and indoor air handlers).
Replace multi-split heat pump unit HP-16.
Replace Refrigeration units RU-1 and RU-2 (consisting of condensing units and evaporator units).
Replace exhaust fans EF-1 and REF-2.
Replace all exposed rooftop ductwork associated with HVAC equipment.
Install a new networked digital thermostat to control Packaged Unit heating and cooling operation.
Provide wiring and devices to integrate to Integrate to a new Building Management System (BMS).
Wireless thermostats will be used at the Rancho Solano Clubhouse, to operate the two (2) Downstairs Fan Coil Units.
Energy Savings Performance Contract | Page 22
3767-1001 / 2408747.2
Provide and install (1 each) addressable duct detectors in RTU-2 supply ductwork, RTU-3 supply ductwork, and RTU-4 supply ductwork with the appropriate sampling tubes and remote test switches. Install (1) relay module in each duct detector for fan shutdown.
Mechanical code states that duct detectors must be tied to a fire alarm only if one exists. If a fire alarm doesn't exist, then the duct detectors are still required but they will be standalone. This means we will not need to tie the duct detection into the f ire alarm system as there is no fire alarm system present in Rancho Solano. Willdan has included the costs for the supply and installation of duct detectors but excludes the costs associated with these detectors being integrated into any life - safety device.
Willdan excludes all low and 120v electrical systems. Willdan excludes any alarm scope above the supply and install of duct detection with a local HVAC unit shut down.
Willdan excludes a new fire alarm panel.
Willdan to inspect, salvage and reinstall 4 Packaged RTUs, 2 Condensing Units and Associated ductwork serving adjacent building.
Reusing existing condensate drains, piping, gas connections and electrical connections
Willdan excludes existing conditions of mechanical
equipment, structural support mem bers, gas and condensate piping, drains, controls, electrical wiring and electrical equipment serving these units and assumes reuse of all of these in their current condition. Provide 8 hours owner training on new systems.
(D) Fairfield Transportation Center
Install a new energy efficient 50-ton rooftop packaged Unit, AC -1 consisting of energy efficient supply fan motors, mixed air section with dampers and actuators for blending return and fresh outside air and DX compressors for cooling.
Under separate DDC s cope of work, provide all communications wiring and devices to integrate to a new Building Management System (BMS).
Install a new small roof mounted boiler and hot water pumps. Leave in place the existing variable air volume variable distribution system w ith VAV boxes with hot water reheats and temperature controls. Install two new 3-ton split system heat pump units AC-2 and AC-3 to serve the IT server room.
Provide wiring and devices to integrate to Integrate to a new Building Management System (BMS).
Energy Savings Performance Contract | Page 23
3767-1001 / 2408747.2
The existing JCI controller in the Fairfield Transportation Center will continue to control the VAV’s in that building. It is assumed that functionality of the units will continue without the need to modify or enhance the code in the JCI equipment. In additi on, it is assumed that removal of other equipment being replaced will also not impact the operation of the JCI controller or overall functionality. The BAS system will access the existing JCI controller at this location via a communications link between Wi lldan’s new NIAGARA JACE controller and the existing JCI controller. All identified points will be imported into the BAS and use the Read/Write functionality to monitor and input setpoint and functional values where appropriate. No modification to the exis ting JCI controller sequencing, operations, or “code” is included in this scope. The BAS solution will duplicate the existing JCI HMI screens wherever possible.
Provide 8 hours owner training on the new HVAC systems Provide and install (1) addressable duct detector in AC -1 supply ductwork with the appropriate sampling tubes and remote test switches. Install (1) relay module in each duct detector for fan shutdown. Provide and install (2) relay modules for each detector for future global shutdown, and remote reset.
Tie the new modules into the existing fire alarm panel. Willdan excludes the costs required to install a new dedicated circuit for the fire alarm panel as Willdan has been directed this is already existing and in place.
Willdan excludes the existing electrical conditions off all low and 120v electrical systems currently assumed in this price to be salvaged and reused.
Willdan excludes a new fire alarm panel. This proposal includes the integration of new devices into the existing panel.
(E) Allan Witt Aquatics Center
Replace two pool dehumidification units with new dehumidification units.
Demolish existing and i nstall new Ductsock ducting in the pool area for air distribution.
Replace heating ventilating unit serving the changing locker rooms and restrooms.
Replace rooftop unit serving the concessions area with rooftop heat pump unit.
Install controls to control space heating, cooling, dehumidification mode, pool water heating, and ventilation.
Energy Savings Performance Contract | Page 24
3767-1001 / 2408747.2
Provide wiring and devices to integrate to Integrate to a new Building Management System (BMS).
The City of Fairfield identified that a 2” underground conduit is available from the back of the pool area to the building entrance. They are to verify and pr ovide a piping schedule for this run. Willdan will need to utilize this conduit to run wire in order to implement the proposed BAS solution for this location.
Provide 8 hours of owner training on new systems.
Install (1) addressable duct detector in DH -C1 supply ductwork and propose to install (1) addressable duct detector in DH -C2 supply ductwork with the appropriate sampling tubes and remote test switches. Install (1) relay module in each duct detector for fan shutdown. Tie the new modules into the existing fire alarm panel. Willdan excludes costs associated with password recovery to access this panel. If the password cannot be found or is incorrect and does not provide access to the system a change order to recover the password and gain access to the panel will be required.
Willdan excludes the costs required to install a new dedicated circuit for the fire alarm panel as Willdan has been directed this is already existing and in place.
Willdan excludes the existing electrical conditions off all low and 120v electrical systems currently assumed in this price to be salvaged and reused.
Willdan excludes a new fire alarm panel. This proposal includes the integration of new devices into the existing panel.
(5) FIM #5: Controls Integration
This work is to be performed at the following sites:
(A) Art Koch Range & Training Facility
(B) Council Chambers
(C) Fairfield Transportation Center
(D) Cordelia Library
Four of the facilities being integrated (Art Koch Range & Trainign Facility , Cordelia Library, Council Chambers, and Fairfield Transportation Center) are currently being fully or partially supported by a JCI control system. Our proposed scope of work is to connect to those controllers via a communications bridge to access the operating database within those systems and port them i nto a new JACE8000 controller at each location.
This database will contain all the necessary points (Appendix H) to support the monitoring and configuration parameters within those Energy Savings Performance Contract | Page 25
3767-1001 / 2408747.2
systems and display them on the new NIAGRA BAS solution. The display and fu nctionality of those buildings will be configured in the same fashion as currently seen on the existing JCI system. The BAS solution will access the existing JCI controller at each location via a communications link between the new BAS JACE controller and the existing onsite JCI controller. All identified points (Appendix H) will be imported into the BAS and use the Read/Write functionality to monitor and input setpoint and functional values where appropriate. No modification to the existing JCI controller sequencing, operations, or “code” is included in this scope. The BAS solution will duplicate the existing JCI HMI screens wherever possible. Willdan will not modify or access the control logic (programming) of the JCI units but rather mirror their values f rom the existing JCI controllers into the new BAS solution.
Willdan will have Read/Write capabilities to the data allowing for setpoint entry and parameter adjustment at the point of control. Willdan recommends a controls integration upgrade to consolidate the existing control systems, and any new controls needed for the HVAC upgrades in this phase into a single, open protocol capable, non - proprietary system with flexible access for facilities staff. The proposed system will communicate and control existing building supervisory controllers, and newer generation equipment from different equipment manufactures.
Exclusions:
For those controllers or sensors found inoperable during the controls integration work, a scope of work to repair/replace will be documented and reported to the city for further needed repairs.
Integration with Fire alarm systems.
(6) FIM #6: Retro Commissioning (RCx)
This work is to be performed at the following sites:
(A) Art Koch Range & Training Facility
(B) Council Chambers
Retro-commission these buildings to improve and optimize operation, maintenance, and energy efficiency.
Inspect the software platform on the Operator
Workstation to ensure:
All points shown on the points list have been installed. All graphics shown on the points list have been
programmed.
Energy Savings Performance Contract | Page 26
3767-1001 / 2408747.2
All alarms shown on the points list have been
programmed and soft alarms that the City operations
may want.
All trends shown on the points list have been
programmed.
Sequence of Operations to be verified include but are not limited to: Air Handler VAV operation, VAV Box operation, Discharge Air Resets, Outside Air Economizers, Building Occupancy Schedules - Optimal Start/Stop, Night
Setback/Shutdown, Building Static Pressure, and Central Plant sequences and operation.
Perform an onsite system wide inspection - The total physical system should be inspected to ensure:
Controls installations are neat, orderly, labeled, and in easily serviceable locations.
All electrical connections are made, and all automatic damper actuators have been installed correctly and are
configured in the BAS.
Verify all automatic control water valves have been
installed correctly and are configured in the BAS.
Inspect proper operation of HVAC components, inc luding checking economizers and proper damper function, confirming and adjusting set points for temperature, static pressure, verifying system scheduling, and eliminating potential for simultaneous heating and cooling.
(7) FIM #7: Roofing Replacements
This work is to be performed at the following sites:
(A) City Hall
Remove and dispose of existing pea gravel, existing pipe flashings, and dispose of existing counterflashing.
Install new roofing system adhered to structural sheathing with:
Install new POLYISO insulation – loose laid.
Install tapered polyisocyanurate insulation (to achieve slope to drains) Install new Thermoplastic Polyolefin (TPO) type membrane roof. Replace or extend roof vents and drains as needed.
Replace flashing where needed.
Energy Savings Performance Contract | Page 27
3767-1001 / 2408747.2
Mechanical and electrical contractors will disconnect roof mounted HVAC equipment where needed for roofing work and replace under separate HVAC Scope of work
(B) Rancho Solano Clubhouse
Prepare the existing roof for a roofing overlay including leveling field imperfections, cutting or fastening flush significant blisters and ridges, removing loose penetrations, and clearing the roof of loose debris. Remove existing walkway system and dispose of debris. Install new POLYISO insulation – loose laid
Install tapered polyisocyanurate insulation (to achieve slope to drains) Install new TPO type membrane roof.
Replace or extend roof vents and drains as needed.
Replace flashing where needed.
Furnish and install new roof access ladder
Mechanical and elec trical contractors will disconnect roof mounted HVAC equipment where needed for roofing work and replace under separate HVAC Scope of work
(8) FIM #8: City Hall Acoustical Ceiling Tile
This work is to be performed at the following site:
(A) City Hall
Remove existing spline ceiling tiles and dispose of them per local laws. Floor 1 – Approximately 2,126 SqFt.
Floor 2 – Approximately 5,140 SqFt.
Floor 3 – Approximately 3,310 SqFt.
Floor 4 – Approximately 1,050 SqFt.
Replace with new acoustical lay in ceiling tile system and match existing Acoustic Ceiling Tile (ACT) system tiles.
Install new T-Bar Grid with seismic bracing per Division of the State Architect (DSA) documents IR 25 -2 SUSPENDED LAY -IN PANEL CEILING: 2019 CBC only where spline ceiling is being demolished and replaced with ACT. Existing ACT grid is to remain.
Where existing ceiling is already ACT, remove existing ACT local to mechanical work area.
Reinstall existing ACT tile when work is done.
Energy Savings Performance Contract | Page 28
3767-1001 / 2408747.2
If damaged, replace with acoustical lay in ceiling tile system and match existing ACT system tiles.
Leave hard lids, ACT where already installed, and open ceilings spaces in lobby and equipment spaces
(9) FIM #9: Irrigation Controls
This work is to be performed at the following sites:
(A) Allan Witt Community Park
(B) City Hall & Civic Center Park
(C) Dover Neighborhood Park / Bike Path
(D) Dunnell Nature Park & Education Center
(E) Gary Falati Neighborhood Park
(F) Hillview Neighborhood Park
(G) Julia Berger Park
(H) Linear Park Playground at 2nd Street and at 5th Street (I) Mankas Neighborhood Park
(J) Meadow Glen Neighborhood Park
(K) Meadow Neighborhood Park
(L) Ridgeview Neighborhood Park
(M) Rolling Hills Neighborhood Park
(N) Sunrise Neighborhood Park
(O) Tabor Neighborhood Park
(P) Tolenas Neighborhood Park
(Q) Hayes & Utah Street Tot Lot
(R) Veterans Memorial Park
(S) Vintage Green Valley Neighborhood Park
(T) Woodcreek Neighborhood Park City Hall
Perform a detailed audit of irrigation controls prior to installation. Test existing valves for proper operation
Meter test existing wires for continuity.
Install new central system and new satellite controllers. Incorporate existing micro -climate zone weather stations for rain shutoff controls.
Incorporate and integrate any existing controllers that are capable of network integration for remote monitoring and control.
Energy Savings Performance Contract | Page 29
3767-1001 / 2408747.2
Install next generation networked irrigation controllers where needed for remote monitoring, scheduling, and control for a total city -wide system.
Contract price includes the furnishing and installation of retrofit boxes, wall mounts and new pedestal enclosures where necessary to complete this scope of work
Provide 8 hours owner training on new system
(10) Work Excluded:
(A) General
Any work not clearly defined above is excluded
The City has determined that permit fees will not be required for these projects.
Abatement of asbestos and other hazardous materials are not included in the Scope of Work. This work is to be performed under a separate contract by the Customer in a timely manner. This proposal includes items listed to include demolition as though no abatement is necessary pending hazardous materials report findings.
Landscaping beyond reseeding of damaged or disturbed earth. Integration or modification of security access controls and surveillance system. (Especially relevant when modifying entrances)
DSA inspection and inspector fees.
Repair to existing electrical, existing mechanical ductwork and existing paving conditions unless mentioned in the scope.
Upgrades or modifications to existing utilities unless otherwise defined in the scope of work including fees assessed by utility providers. ADA, DSA or existing code non -conformance issues not directly related to our proposed scope of work and outside our boundaries of construction
Delays and cost impacts due to recent US port strike.
Assumptions and Clarifications
City IT team will handle all IT related items when it comes to work within the City Hall and moving IT equipment (disconnection of networking cables, computers, etc).
City staff to box up all items to be moved for City Hall scope of work. Boxes will be provided by Willdan’s moving contractor.
(B) Solar PV
Energy Savings Performance Contract | Page 30
3767-1001 / 2408747.2
Additional changes to equipment or scope after Plan Review Force majeure material price increases
Water management materials, weathertight guarantee, or warranty. Resealing asphalt. Restriping of parki ng stalls except where specified existing striping and asphalt patched back if disturbed. Excavation or removal of contaminated soils or similar. Offsite relocation of spoils, debris boxes or dumpsters if soil is contaminated Special foundation drilling, rock excavation, or anything other than what is stipulated under foundation inclusions, alternate spread footings, collapsed footing conditions, water intrusion, any conditions where pier footing is not drillable under normal reasonable conditions such as an existing or planned stormwater management system, where the surface and the subsurface cannot be disturbed to avoid water running freely to the ground below
Large capacity drilling machinery. Crane rental or any special condition requiring extended reach equipment
Any Concrete, reinforcement rebar, dry packing of high strength grout under the base plate work
Gutters, downspouts, elbows, Ethylene Propylene Diene Monomer (EPDM) gutter liners.
Rock excavation, unforeseen sub-terranean conditions, dewatering. Storm Water Pollution Protection Plan ( SWPPP), any site prep, or finish grading work except drain inlet protection which will be provided.
Asphalt replacement due to existing poor conditions if existing lots are past their useful lifespan.
ADA required asphalt work will be integrated into existing asphalt conditions. The edge of the proposed asphalt work may become compromised by the existing asphalt conditions.
Full lot overlay and striping.
Landscaping and irrigation not affected by this scope of work. Relocation of any existing underground and costs associated with damaged utilities not marked by utility or shown on customer provided as built drawings.
Replacement of any existing electrical gear assumed currently in working order.
Any Utility Required facilities upgrades or Interconnection fees, costs associated with service upgrades.
Assumptions:
Energy Savings Performance Contract | Page 31
3767-1001 / 2408747.2
Laydown yard adjacent to the workspace will be provided for construction use for the entirety of the project.
City to provide a yard to store Connex boxes for PV materials. Willdan has field-verified the existing integration points and validated their capacity to accept the newly proposed solar integration. Willdan assumes this gear is in proper functioning condition and meets existing code requirements.
Foundation work above assumed 2000 psi soil bearing pressure and 14 ft Standard Depths.
Work to be performed during standard business hours.
Reuse of existing wheel stops.
Parking lots where solar is to take place will be shut down to publ ic traffic. Willdan will facilitate this lot closure with temp construction fencing only.
Willdan will not mobilize at all solar locations at the same time but will complete a single location and move over to the next.
(C) LED Lighting
Title 24 compliance forms
Lighting controls for daylight harvesting and to coordinate HVAC and plug load occupancy control.
LED dimming controls.
Any new electrical panels, circuits, or light switching Concealed conditions.
Theatrical lighting or stage lighting.
Repairs to existing architectural conditions such as but not limited to:
Stained/cracked ceiling tile, VCT/carpet/ athletic flooring scuffs, cracks and discoloration, existing damage to doorways, door frames, base plates etc., existing damage to walls and ceilings in cluding existing discoloration.
Repairs to existing light supports, verification of the structural integrity of existing hanging methods.
Stadium or athletic lighting unless in scope
Exit / Emergency signs
Evaluation for egress deficiency
Coordination of lighting with security systems.
Low voltage wiring unless indicated otherwise.
BACnet integration.
Energy Savings Performance Contract | Page 32
3767-1001 / 2408747.2
Fire alarm and communications integrations.
Lighting control gateways, integration to building automation system or any work that requires City IT engagement.
Any improper wiring of fixtures switches or circuits that pre-existed to the performance of this scope of work will be the customer’s responsibility.
Cost for emergency power and battery backup ballasts above and beyond budgeted amount are not included and will be additional. The cost for disposal of any ballast that contains PCBs. Creating of reflected ceiling plans, electrical drawings or permitting.
ASSUMPTIONS and CLARIFICATIONS
Lighting project will be completed as a maintenance project. Installation will be performed on a modified second shift, unless otherwise noted.
Refer to City of Fairfield Energy Project Phase 1 Investment Grade Audit Report Appendix G – LED Lighting for room schedule lighting audit summary.
(D) CUP Modifications
New piping beyond the point of disconnect and reconnection within the CUP area.
Performance testing of existing systems.
Service, repair, refurbishment, warranty extension to existing equipment and materials.
Any existing conditions of distribution piping.
Prior code or construction violations.
Pipe freezes, hot-taps, and line stops.
Sterilization and or passivation of systems.
Acoustical / vibrational testing.
Pressure testing of existing systems.
Relocation of existing MEP utilities.
Metering of any MEP equipment or lines
X-ray scanning.
Concrete and grouting work (except for the chiller housekeeping pad). Structural reinforcement and calculations.
Site screen additions or modifications.
Energy Savings Performance Contract | Page 33
3767-1001 / 2408747.2
Fire protection, fireproofing, and fire watch.
Temporary cooling or heating.
Assumptions and Clarifications
Absorption chiller to be shipped in two pieces and assembled onsite. Distribution piping will get a system flush with water only . Leaks in the distribution system, at any time before, during or after construction, are outside this scope of work.
Assumes that all backup equipment (electrical chiller and boiler) is adequate for full loading during CUP room replacement.
The building wi ll make arrangements for Willdan and their sub - contractors to have unlimited and unescorted site access to and from the work area, including exit and entry to the roof, and electrical control panel serving the equipment mentioned.
(E) HVAC Replacements
Repair or replacement of existing HVAC equipment and components other than included in scope above.
Temporary conditioning of occupied spaces is excluded unless mentioned in the scope. Existing HVAC equipment is intended to be kept in operation to provide conditioning of spaces where possible. Relocation of City Hall Rooftop communications array. City will need to facilitate this and may require coordination with multiple vendors to temporarily move the critical infrastructure equipment. Ongoing maintenance
Prior code or construction violations.
Upgrades to existing electrical or gas service
Upgrades to existing electrical gear
Any paint or epoxy coating of the Mechanical & Boiler room floors. Site screen work and or modification.
New piping beyond the point of any connection.
After hours), weekend, Black-Friday, and holiday work. Performance testing of existing systems.
Service, repair, refurbishment, warranty extension to existing equipment and materials.
Any existing conditions of distribution piping.
Pipe freezes, hot-taps, and line stops.
Energy Savings Performance Contract | Page 34
3767-1001 / 2408747.2
Addition of chemicals, sterilization and or passivation of systems. Duct pressure testing.
Duct cleaning.
Scaffolding.
Acoustical / vibrational testing.
Pressure testing of existing systems.
Relocation of existing MEP utilities.
Metering of any MEP equipment or lines
X-ray scanning.
Concrete and grouting work (except for the chiller housekeeping pad). Structural reinforcement and calculations.
Fire protection, fireproofing, and fire watch.
Temporary cooling or heating
Dust and noise control barriers
Modifications to existing below roof lot ductwork
Assumptions and Clarifications
City Hall rooftop unit will be redesigned for a single AHU with supply and return within the same unit cabinet.
Mechanical HVAC units at the City Hall, the Transportation Center, the Aquatics Center, the Sports Complex and Rancho Solano will not receive full BAS controls integration immediately upon install but full integration will follow. HVAC units will run in a preset fashion until the full controls scope is completed.
Assumed there will be staging areas for work to be performed. Aquatics Center work to be performed on straight time as the dehumidifier is already down.
All Electrical work is to be reused as possible. There are only three main areas where new electrical is anticipated: City Hall FC -3, FC-4, the Sports Center 2nd boiler/pump circuit and Aquatics Center AC-B1 conversion to HP style from gas.
Existing piping is installed per code, in good working condition and ready to be used for the proposed project.
Willdan assumes existing ductwork is in working condition and balanced properly. As this project will be swapping roof top units, Willdan will balance the units at the rooftop level only. No interior Testing, Adjusting, and Balancing (TAB) is included.
Moving of furniture in City Hall is proposed and priced as an allowance and not as a lump sum.
Energy Savings Performance Contract | Page 35
3767-1001 / 2408747.2
(F) Controls Integration
IT infrastructure and IT support: Customer to provide IT support to assist in connection of controls remote access interface.
(G) Retro Commissioning (RCx)
Replacement of identified non-functional equipment
(H) Roofing Replacements
Any work not clearly defined above
Removal or relocation of any special systems located on the roof Repair or replacement of roofing assemblies other than included in scope above.
Pre existing conditions including but not limited to structural damage or deficiencies, clogged drains, mold growth, excessive standing water, damaged or leaking skylights
Removal or modifications of H VAC units, conduits, gas lines, water lines, electrical whether located above, below, or in the roof system, lightning protection systems, communication cable, communication devices, signal wire, weather stations, antennae, or other devices. Amendments to pre-existing structural deficiencies except as stated above.
Painting or priming
Any metal roofing replacement.
Any gutter, downspout, scupper or light gauge metal roofing Membrane roofing repairs outside of flat roof mechanical area at Rancho Solano site (ie. roofing valleys)
(I) City Hall Acoustical Ceiling Tile
Painting of any surfaces
Wood blocking
Insulation
Wires for registers
Any hard lid ceiling work (gypsum board ceilings)
(J) Irrigation Controls
Energy Savings Performance Contract | Page 36
3767-1001 / 2408747.2
Any work related to wiring or valves beyond meter and function testing.
Flow System installation and repairs
Installation or repair of flow sensing or monitoring systems. While Willdan will reconnect existing flow lines on the site, any new flow components or repairs are not included.
Installation of new communication wire . Willdan will reconnect existing communication wire between controllers.
Disposal fees of existing equipment. All existing equipment will be returned to the City of Fairfield to be used for parts and or disposed of. Any pre-existing electrical issues must be addressed by others. ProMax Remote Receivers: Willdan will reinstall existing ProMax remote receivers with the new controllers. However, this contract does not include the purchase or installation of new ProMax remote transmitters or receivers.
Any grounding issues must be addressed by others or may be included as a change order.
Overtime: This quote is based off of regular business hours M-F. It does not include working on weekends, or overtime.
Any 120v electrical work. Willdan assumes there is an existing functional outlet at the existing controller location.
Assumptions and Clarifications
All controllers will be installed and programmed with the correct time and day. The City of Fairfield will need to provide the necessary programming for irrigatio n i ncluding program days of week, start times, and time per station.
o Willdan and subcontractors will reprogram controllers with existing programs, following the provided schedule. DX2 controllers with Laguna Programming will be upgraded, and existing programming will be transferred to the new
controllers. If no programming is provided, a basic MWF 10 - minute schedule will be used. The City of Fairfield must provide programming 2 weeks before installatio n. If
programming is not provided, a basic schedule will be used.
Subsequent remobilizations due to not receiving proper
schedule input from the city are not included in this current price.
Willdan and subcontractors are not responsible for the existing condition of the landscaping, including the health of plants, soil quality, or any other factors. Willdan is not responsible for future landscape conditions, regardless of whether the irrigation programming is provided by the City of Fairfield or set in bas ic mode. The City of Fairfield is responsible for maintaining the irrigation programming Energy Savings Performance Contract | Page 37
3767-1001 / 2408747.2
after installation and reviewing site conditions to ensure the programming remains appropriate.
Electrical Requirements: This proposal assumes that all existing equipment has a 110V power supply.
Grounding: This proposal assumes that existing grounding is in place, and Willdan will utilize it for the new controllers.
Work is based off of regular business hours, Monday through Friday.
(b) Drawings & Specifications. The Scope of Work in Schedule A-5 supersedes any scope defined in the Drawings and Specifications or in the City of Fairfield Energy Project Investment Grade Audit Report Phase 1 . The Drawings and Specifications are provided to provide layout, quantities and general quality of equipment and materials to be incorporated in the Project. (c) Allowances.
Allowances.
(A) Customer’s Allowance: [$468,000]
The following client allowance has been included in the contract sum totaling $468,000. The allowance will be used to cover the costs for all labor, materials and equipment associated with the following work defined in this clause. The allowance will be used for the below identified costs. All changes orders against this allowance are subject to review, negotiation, and approval by the client prior to the work being performed. The customer will be responsible for any costs over the value of the allowance. I f there is a balance remaining after all scopes of work are completed, then the customer will receive the balance of the allowance, as a credit to the contract amount or can be used for additional scopes of work, per written direction from the customer. Th e value of the allowance will be reconciled after the scopes of work are completed.
Site Work Amount
City Hall
City Hall Furniture Movement Allowance
$360,000
Art Koch Range &
Training Facility, Council
Chambers RCx repair budget $22,000
Rancho Solano Clubhouse Roof penetrations for future work $6,000 City Parks GIS Mapping of Irrigation Controls $50,000
Rancho Solano
Clubhouse, Allan Witt
Aquatics Center Fire alarm panel password recovery $30,000
Schedule A-6.
(a) Supplementary and other Conditions of the Contract. (b) Deviations from the Program Requirements as identified in Schedule A-3:
Energy Savings Performance Contract | Page 38
3767-1001 / 2408747.2
Schedule A-7. WES’S PERSONNEL, CONTRACTORS AND SUPPLIERS (a) WES’s key personnel are identified below:
Superintendent. – Abe Eustice
Project Manager(s). – Willie Wright
Others. – TBD
Schedule A-8. TIME.
(a) Construction and installation of energy-saving and/or energy-generating equipment (“Equipment”) by WES shall proceed throughout the Construction Period described in the detailed schedule of construction, which will be submitted to Customer following commencement of the Construction Phase.
This schedule will be updated throughout construction to reflect ongoing progress on the Project. (b) Weather disruptions, availability of necessary equipment, remediation of hazardous materials, and other delays beyond the control of WES shall not count toward the Construction Period. The completion dates will be modified by Change Order for these events.
Schedule A-9. Systems Startup and Equipment Commissioning . WES shall conduct a thorough and systematic performance test of each element and total system of the installed Equipment in accordance with the procedures specified in Schedule C-1, and prior to acceptance of the Project or any portion thereof by Customer. WES shall provide notice to the Customer of the scheduled test(s) and the Customer and/or its designees shall have the right to be present at any or all such tests conducted by WES and/or manufacturers of the Equipment. WES shall be responsible for correcting and/or adjusting all deficiencies in systems and Equipment operations that may be observed during system commissioning procedures.
Schedule A-10. EQUIPMENT WARRANTIES.
EXCEPT FOR THE WARRANTIES PROVIDED I N THIS Schedule A -10, WES MAKES NO
WARRANTIES IN CONNECTION WITH THE WORK PROVIDED UNDER THIS CONTRACT,
WHETHER EXPRESS OR IMPLIED IN LAW, INCLUDING ANY IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY IMPLIED WARRANTIES AGAINST INTELLECTUAL PROPERT Y INFRINGEMENT. CUSTOMER WILL
HAVE NO REMEDIES AGAINST EITHER WES OR ANY WES SUBCONTRACTOR OR VENDOR
FOR ANY DEFECTIVE MATERIALS OR EQUIPMENT INSTALLED, EXCEPT FOR THE REPAIR
OR REPLACEMENT OF SUCH MATERIALS OR EQUIPMENT IN ACCORDANCE WITH THE WARRANTIES INDICATED BELOW.
(a) WES covenants and agrees that all material and Equipment installed as part of this Contract will be new, in good and proper working condition and protected by appropriate written warranties covering the performance of parts and Equipment, which will be transferred to Customer upon Substantial Completion. WES further warrants that its workmanship provided hereunder, including its Subcontractors’ workmanship, will be free of material defects for a period of one (1) year from the date of Substa ntial Completion as indicated on the executed Certificate of Substantial Completion (“WES Warranty”).
Notwithstanding the preceding sentence, the date the WES Warranty commences with respect to a specific piece or pieces of Equipment may be further defined in Schedule 1-B. (b) Equipment and material warranties that exceed the WES Warranty period will be provided directly by the equipment and/or material manufacturers and such warranties will be assigned directly to Customer, after the one (1) year period. Durin g the WES Warranty period, WES will be Customer’s agent in working with the equipment and material manufacturers in resolving any equipment or material warranty issues. If any material defects are discovered within the WES Warranty period, WES, or WES’s su bcontractors, will correct its defects, and/or WES will work with the equipment or material manufacturer as Customer’s agent to facilitate the manufacturer’s correction of the equipment or material Energy Savings Performance Contract | Page 39
3767-1001 / 2408747.2
defect. Such warranty services will be performed in a time ly manner and at the reasonable convenience of Customer. If a warranty issue arises on any equipment or material installed after the WES Warranty period, and the equipment or material has a warranty period that exceeds one (1) year, Customer will contact t he manufacturer directly to resolve such warranty issues and Customer acknowledges that the manufacturer will have sole responsibility for such issues.
(c) The warranties in this Schedule A-10 expressly exclude any remedy for damage or defect caused by improper or inadequate maintenance of the installed equipment by service providers other than WES or its subcontractors, corrosion, erosion, deterioration, abuse, modifications or repairs not performed by an authorized WES subcontractor, improper use or operation, or normal wear and tear under normal usage. WES shall not be responsible for the cost of correcting a breach of warranty or defect to the extent that the manufacturer of the equipment that is the subject of a warranty hereunder does not honor its equipment warranty as a result of its termination of operations, insolvency, liquidation, bankruptcy or similar occurrence. Unless otherwise specified, all warranties hereunder, including without limitation those for defects, whether latent or patent, in design, engineering, or construction, will terminate one (1) year from the date of Substantial Completion; and thereafter, WES will have no liability for breach of any warranty or for any latent or patent defect of any kind pursuant to California Code of Civil Procedure §§337.1 and 337.15. (d) Customer and WES have discussed the risks and rewards associated with this Project, as well as the Contract Sum to be paid to WES for performance of the Work. C ustomer and WES agree to allocate certain of the risks so that, to the fullest extent permitted by applicable law, WES’s total aggregate liability to Customer and all third parties is limited to the Contract Sum for any and all injuries, damages, claims, losses, expenses, or claim expenses (including attorney’s fees) arising out of this Contract from any cause or causes. Such causes include, but are not limited to, negligence, errors, omissions, strict liability, breach of contract, or breach of warranty.
Schedule A-11. TRAINING BY WES.
(a) WES shall conduct the training program described in Schedule C-3 hereto. Such training must be completed prior to acceptance of the Equipment installation. WES shall provide ongoing training whenever requested by Customer with respect to updated or altered Equipment, including upgraded software. Such training shall be provided at no charge to the Customer.
Schedule A-12. PERMITS AND APPROVALS; COORDINATION
(a) Permits and Approvals. The Equipment and the operation of the Equipment by WES shall at all times conform to all applicable federal, state and local code requirements. Customer shall cooperate fully with WES in obtaining all necessary permits and approvals for installation of the Equipment.
WES is responsible for obtaining and paying for all permits, except those permits to be issued by Customer itself. Customer will be responsible for obtaining and paying for annual operating permits and any approvals or exemptions required by CEQA. WES shall furnish copies of each permit or license which is required to perform the Work to the Customer before WES commences the portion of the Work requiring such permit or license. Customer is responsible for hiring and paying inspectors, and for fees associated with plan checks (including expedited plan checks), inspections, certifications, and utility interconnection(s), including any additional Work that may be required by the electric utilities as part of interconnection. (b) Coordination During Installation . The Customer and WES shall coordinate the activities of WES’s Equipment installers with those of the Customer, its employees, and agents. WES shall not commit or permit any act which will unreasonably interfere with the performance of business activities conducted by the Customer or its employees without prior written approval of the Customer.
Schedule A-13. LOCATION AND ACCESS
(a) Customer shall provide sufficient space on the Premises for th e installation and operation of the Equipment and shall take reasonable steps to protect such Equipment from harm, theft and Energy Savings Performance Contract | Page 40
3767-1001 / 2408747.2
misuse. Customer shall provide access to the Premises for WES to perform any function related to this Contract during regular busin ess hours, or such other reasonable hours as may be requested by WES and reasonably acceptable to the Customer. WES’s access to Premises to make emergency repairs or corrections as it may determine are needed shall not be unreasonably restricted by the Customer.
Schedule A-14. EQUIPMENT SERVICE
(a) Actions by WES . WES shall provide all service, repairs, and adjustments to the Equipment installed under terms of this Contract pursuant to Schedule C-5. Customer shall incur no cost for Equipment service, repairs, and adjustments, except as set forth in the Compensation Schedule, provided, however, that if WES determines that the need for mai ntenance or repairs principally arises due to the negligence or willful misconduct of the Customer or any employee or other agent of Customer, WES may charge Customer for the actual cost of the maintenance or repair insofar as such cost is not covered by a ny warranty or insurance proceeds.
(b) Malfunctions and Emergencies. Customer shall use its best efforts to notify WES or its designee(s) within twenty-four (24) hours after the Customer’s actual knowledge of the occurrence of:
(i) any malfunction in the operation of the Equipment or any preexisting energy-related equipment that might materially impact upon any energy savings guaranteed by WES , (ii) any interruption or alteration to the energy supply to the Premises, or (iii) any alteration or modification in any energy-related Equipment or its operation.
(c) Where Customer exercises due diligence in attempting to assess the existence of a malfunction, interruption, or alteration it shall be deemed not at fault in failing to correctly identify such conditions as h aving a material impact upon the guaranteed energy savings. Customer shall notify WES within twenty-four (24) hours upon its having actual knowledge of any emergency condition affecting the Equipment. WES or its designee(s) shall respond within twenty -four (24) hours to promptly proceed with corrective measures. Any telephonic notice of such conditions by Customer shall be followed within three (3) business days by written notice to WES from Customer. If Customer unreasonably delays in so notifying WES of a malfunction or emergency, and the malfunction or emergency is not otherwise corrected or remedied, such conditions will be treated as a Material Change (as defined herein) and the applicable provisions of Schedule 2-B shall be applied.
(d) Actions by Customer. Customer shall not move, remove, modify, alter, or change in any way the Equipment or any part thereof without the prior written approval of WES except as set forth in Schedule C -6. Notwithstanding the foregoing, Customer may take reasonable steps to protect the Equipment if, due to an emergency, it is not possible or reasonable to notify WES before taking any such actions. In the event of such an emergency, Customer shall take reas onable steps to protect the Equipment from damage or injury and shall follow instructions for emergency action provided in advance by WES.
Customer agrees to maintain the Premises in good repair and to protect and preserve all portions thereof , which may in any way affect the operation or maintenance of the Equipment.
Schedule A-15. OWNERSHIP
(a) Ownership of Existing Equipment . Ownership of the equipment and materials presently existing at the Premises at the time of execution of this Contract shall remain the property of t he Customer even if they are replaced or their operation made unnecessary by Work performed by WES pursuant to this Contract. If applicable, WES shall advise the Customer in writing of all equipment and materials to be replaced at the Premises and the Customer shall within thirty (30) days designate in writing to WES which equipment and materials (other than Hazardous Substances (as defined herein), which will be the responsibility of Customer) should not be disposed of off -site by WES. It is understood and agreed by both Parties that the Customer shall be responsible for and designate the location and storage for any equipment and materials that should not be disposed of off -site. WES shall be responsible for the disposal of all equipment and materials (other than Hazardous Substances) designated by the Customer as disposable Energy Savings Performance Contract | Page 41
3767-1001 / 2408747.2
off-site in accordance with all applicable laws and regulations regarding such disposal. WES will not be responsible for the removal and/or disposal of any Hazardous Substances except a s specified in the Scope of Work.
(b) New Equipment. All new Equipment or materials supplied to the Customer shall become the property of the Customer upon installation and payment therefor. WES shall grant to the Customer a perpetual, irrevocable royalty -free license for any WES software or other WES intellectual property rights necessary for the Customer to continue to operate, maintain, and repair the Equipment in a manner that will yield maximal energy consumption reductions.
Schedule A-16. GUARANTEE PHASE SERVICES
(a) Facility Personnel Assistance.
WES’s commissioning group will assist Customer personnel in achieving the most efficient operation of Customer ’s facility. The commissioning group will remotely monitor the facility and will help identify potential problems [with the HVAC] as well as work with the facility staff to enhance and implement energy conservation programs.
Customer will be responsible for the maintenance of all energy systems, including lighting, mechanical, electrical, and building automation control systems per Schedule C-6. (b) Savings Tracking and Reporting.
WES will be responsible for the monthly tracking and monitoring of the Project and will provide ongoing assistance to Customer’s staff.
WES will provide a quarterly savings report. This report will detail current monthly savings, year to date savings, and guaranteed savings. This report will also show the actual savings in units of energy.
(c) Utility Rate Negotiation.
If, during the term of this Contract, deregulation of the electric and gas utilities should occur, WES shall have the right to negotiate on behalf of the Customer, in whole or in part, other utility services beyond the current providers of tho se services. WES will represent the Customer as long as the services being negotiated are cost competitive for the Customer. WES will seek the most cost competitive providers of those services who can provide equal or better-quality service. In the event that the Customer is able to locate a more cost competitive provider, with equal quality, WES will agree to use that provider. The purpose of this paragraph is to minimize utility costs for the Customer.
(d) Cancellation.
Customer may cancel the Guarantee Phase services on any anniversary of the commencement of Guarantee Services, or at the end of Customer’s fiscal year. If Customer cancels these services, WES reserves the right to cancel the Energy Savings Guarantee as outlined in Exhibit 2 .
Energy Savings Performance Contract | Page 42
3767-1001 / 2408747.2
SCHEDULE B
COMPENSATION TO WES
This compensation schedule (“Compensation Schedule”) is attached to, and forms an integral part of, the Energy Savings Performance Contract (together with its Schedules and Exhibits, the “ Contract”) between Willdan Energy Solutions (“WES”) and Customer. Capitalized terms used and not defined in this Compensation Schedule have the meanings given to them in the Contract.
The Customer shall compensate and make payments to WES for the Construction Phase services and Guarantee Phase services as follows:
Schedule B-1. CONSTRUCTION PHASE
(a) For WES’s performance of the Construction, the Customer shall pay WES the Construction Phase Contract Sum of $29,998,064 in current funds for WES’s performance of the Contract.
Schedule B-2. GUARANTEE PHASE
(a) For WES’s performance of any Energy Savings Guarantee, the Customer shall pay WES in current funds for WES ’s performance of the applicable Guarantee Phase services following Final Completion of the corresponding portion of the Project, and issue to WES the “Certificate of Acceptance - Final Completion” as defined in Schedule 1-C for such portion of the Project. The Guarantee Phase Contract Sum shall be identified in the corresponding Energy Savings Guarantee.
Schedule B-3. PAYMENT PROCEDURES
(a) Construction Phase Payments.
(1) Project Mobilization. The initial Application for Payment shall include all remaining pre -construction-phase services amounts as well as ten percent (10%) of the remaining total compensation to allow for mobilization of WES and subcontractors. (2) Progress Payments. WES shall provide a monthly Application for Payment to Customer for work completed during the previous month. The Customer shall make payment in the manner and within the time provided in Section 4.3 of the Contract . Until a specific Scope of Work is complete, as identified as a line item in the Schedule of Values, Customer will pay one hundred percent (100%) of the amount due to WES on account of progress payments. WES shall provide a Retainage Bond that represents ten percent (10%) of the total Contract value. (3) Schedule of Values. WES will prepare and submit a complete schedule of values along with the initial Application for Payment. Portions of the Scope of Work listed as line items in the Schedule of Values will be treated as individual Scopes of Work for the purposes of Progress Payments, Substantial Completion, Final Completion, and withholding of retention amounts. (4) Substantial Completion. Substantial Completion is the stage in the progress of the Scope of Work when the Scope of Work or designated portion thereof is sufficiently complete in accordance with the ESPC Documents so that the Customer can utilize the Work for its beneficial use.
When WES considers that an individual Scope of Work is Substantially Complete, WES shall prepare and submit to the Customer a comprehensive list of items to be completed or corrected prior to final payment (the “Punch List”). Upon receipt of WES’s Punch List, the Customer shall, within 14(14) days, inspect the Work to determine whether the Work or designa ted portion thereof is Substantially Complete. If the Customer’s inspection discloses any item, whether or not included on the Punch List, which is not sufficiently complete in accordance with the ESPC Documents so that the Customer can utilize the Work or designated portion thereof for its intended use, WES shall, before issuance of the Certificate of Acceptance - Final Completion, complete or correct such item Energy Savings Performance Contract | Page 43
3767-1001 / 2408747.2
upon notification by the Customer. In such case, WES shall then submit a request for another inspection by the Customer to determine Substantial Completion.
When the Work or designated portion thereof is Substantially Complete, WES will prepare a Certificate of Substantial Completion which shall establish the date of Substantial Completion, shall establish responsibilities of the Customer and WES for security, maintenance, heat, utilities, damage to the Work and insurance, and shall fix the time within which WES shall finish all items on the Punch L ist accompanying the Certificate. Warranties require d by the ESPC Documents shall commence on the date of Substantial Completion of the Scope of Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. The Certificate of Substantial Completion shall be submi tted to the Customer for their written acceptance of responsibilities assigned to them in such Certificate.
(5) Substantial Completion Payment . Upon Substantial Completion acceptance, the Customer shall make payment of retainage applying to such Work or design ated portion thereof within the time provided in Section 4.3 of the Contract. Such payment shall be reasonably adjusted to reflect the dollar value of Work that is incomplete or not in accordance with the requirements of the ESPC Documents.
(6) Final Completion and Payment. After WES’s completion of all Punch List items, closeout requirements, and upon receipt of written notice that the Work or designated portion thereof is ready for final inspection and acceptance and upon receipt of a Final Application for Payment, the Customer will make such inspection within seven (7) days and, when the Customer finds the Work acceptable under the ESPC Documents and the Contract fully performed, the Customer will execute and issue the Certificate of Acceptance within two (2) days from the final inspection and pay the entire balance found to be due to WES as stated in the Final Application for Payment within the time provided in Section
4.3 of the Contract.
(b) Guarantee Phase Payments.
(1) WES shall provide annual Applications for Payment to Customer for Guarantee Phase services to be completed in the subsequent year. The Customer shall make payment in the manner and within the time provided in Section 4.3 of the Contract. (c) Failure of Payment. If the Customer does not pay WES within five (5) days after the date established in Section 4.3 of the Contract , then WES may, upon written notice to the Customer, stop the Work until payment of the amount owing has been received. The Contract Time shall be extended appropriately, and the Contract Sum shall be increased by the amount of WES’s reasonable costs of shut - down, delay and start-up, plus interest.
Energy Savings Performance Contract | Page 44
3767-1001 / 2408747.2
SCHEDULE C
ADDITIONAL RESPONSIBILITIES
Schedule C-1. System Start-up & Commissioning. WES will perform start-up and commissioning services for all equipment installed.
Schedule C-2. Operating parameters of installed equipment . WES will provide operating parameters in the Operation and Maintenance Manuals. These manuals will be provided to Customer prior to Final Completion of the corresponding Scope of Work.
Schedule C-3. Training Requirements. WES will provide 8 hours of dedicated training prior to Final Completion of the corresponding Scope of Work to ensure proper understanding of installed systems.
Additional training will be provided at no additional cost until Final Completion of the corresponding Scope of Work as deemed necessary by Customer and WES.
Schedule C-4. Standards of Comfort.
(a) Customer will maintain the following standards of comfort, which were used to evaluate the energy conservation measures for the corresponding Scope of Work. Significant deviation from these standards will represent a change in operation that must be accounted for, in accordance with Exhibit 2-4, in order to accurately verify the Energy Savings Guarantee. (b) Occupied temperature set points: 70°F or below in heating and 74°F or above in cooling.
(c) Unoccupied temperature set points: 65°F in heating and 85°F or above in cooling.
Schedule C-5. WES Maintenance Responsibilities. WES is not responsible for performance of any maintenance of equipment on the Premises.
Schedule C-6. Customer Maintenance Responsibilities . Customer is required to perform all necessary maintenance as recommended by the manufacturer in the Operation and Maintenance manuals (to be provided upon Final Completion of the corresponding Scope of Work) for equipment installed as part of this Contract, as well as all additional equipment that will continue to operate in Customer facilities.
Schedule C-7. Facility Maintenance Checklist . WES shall provide Customer with a complete facility maintenance checklist prior to the Acceptance of Final Completion of the corresponding Scope of Work.
Schedule C-8. Customer Information Technology Responsibilities. (a) Customer is responsible for providing a working WAN infrastructure connecting multiple buildings and configuring it for connecting new internet-based building control system, accessible via standard web-browser from inside and outside the Customer’s network. (b) Customer is responsible for providing network connection(s) (cables and switches), open ports and IP addresses for connection of building control system’s web server to Customer’s network for internet accessibility.
(c) Customer shall engage their IT representative familiar with the Customer’s network to work with WES and its subcontractors to establish IP addresses and communications to assure proper operation of the building control system with the Customer’s wide area network.
Schedule C-9. Differing Site Conditions . The conditions at the site are the responsibility of the Customer regardless of whether or not they could be identified by an investigation or exploration conducted according to the professional standard of care. A “Differing Site Condition” is a subsurface, hidden, latent, or physical condition at a Project site/building not revealed by the site exploration, site investigation, or other Energy Savings Performance Contract | Page 45
3767-1001 / 2408747.2
information provided by the Customer and which cannot be reasonably anticipated. Special risks occur whenever engineering is applied to identifying site/building conditions. Even a comprehensive investigation, according to the professional standard of care, may not detect all subsurface or site/building conditions. WES shall not be liable for site/building conditions that could not be identified by such an investigation or exploration. Accordingly, the Customer agrees to indemnify, including all costs and fees, and hold WES harmless from all claims for Differing Site Conditions.
Schedule C-10. Hazardous Substances.
(a) WES contemplates that it will not encounter any Hazardous Substances at the Premises, except as has been disclosed as a pre-existing condition by Customer. However, any disclosure of Hazardous Substances that will affect the performance of the Work will constitute a valid basis for a Change Order.
(b) “Hazardous Substances ” means (i) any hazardous, toxic, or dangerous wastes, substances, chemicals, constituents, contaminants, pollutants, and materials and any other carcinogenic, liquids, corrosive, ignitable, radioactive, reactive, toxic, or otherwise hazardous substances or mixtures (whether solids, liquids, gases) now or at any time subject to regulation, control, remediation, or otherwise addressed under Applicable Laws; (ii) any “hazardous substance” as defined by the Resource, Conservation and Recovery Act of 1976 (42 U.S.C. §6901 et seq.), as amended, and regulations promulgated thereunder; (iii) any “hazardous, toxic or dangerous waste, substance or material” specifically defined as such in 42 U.S.C. §9601 et seq., as amended and regulations promulgated thereunder; and (iv) any hazardous, toxic or dangerous waste, substance, or material as defined in any so-called “superfund” or “superlien” law.
Schedule C-11. Trenching. Pursuant to California Labor Code §6705, if the Work is a public work involving an estimated expenditure in excess of $25,000 and includes the excavation of any trench or trenches five (5) feet or more in depth, WES will, in advance of excavation, submit to Customer and/or a registered civil or structural engineer, employed by Customer, to whom authority to accept has been delegated, a detailed plan showing the design of shoring, bracing, sloping, or other provisions to be made for worker protection from the hazard of caving ground during the excavation of such trench or trenches, which provisions will be no less effective than the current and applicable CAL-OSHA Construction Safety Orders. No excavation of such trench or trenches may be commenced u ntil this detailed plan has been accepted by Customer or by the person to whom authority to accept has been delegated by Customer.
Pursuant to California Labor Code §6705, nothing in this Schedule C-11 imposes tort liability on Customer or any of its employees.
Schedule C-12. Subsurface Conditions. Pursuant to California Public Contract Code §7104, if the Work is a public work involving digging trenches or other excavations that extend deeper than four (4) feet below the surface of the ground:
(a) WES will promptly, and before the following conditions are disturbed, notify Customer, in writing, of any:
(1) Material that WES believes may be material that is hazardous waste, as defined in California Health and Safety Code §25117, that is required to be removed to a Class I, Class II, or Class III disposal site in accordance with provisions of existing law; (2) Subsurface or latent physical conditions at the site differing from those indicated by information about the site made available to WES; (3) Unknown physical conditions at the site of any unusual nature, different materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in this Contract.
(b) Customer will promptly investigate the conditions and, if it finds that the conditions do materially so differ or do involve hazardous waste, and cause a decrease or increase in WES’s cost of, or Energy Savings Performance Contract | Page 46
3767-1001 / 2408747.2
the time required for, performance of any part of the Work will issue a Change Order under the procedures described in this Contract.
(c) If a dispute arises between Customer and WES, whether the conditions materially differ, or involve hazardous waste, or cause a decrease or increase in WES’s cost of, or time r equired for, performance of any part of the Work, WES will not be excused from any scheduled completion date provided for by this Contract but will proceed with all Work to be performed under this Contract. WES will retain any and all rights provided eithe r by contract or by law which pertain to the resolution of disputes and protests between the Parties.
Energy Savings Performance Contract | Page 47
3767-1001 / 2408747.2
SCHEDULE 1-A
CERTIFICATE OF SUBSTANTIAL COMPLETION
Project Project Number:
From: WES To (Customer): [CUSTOMER NAME]
[WES Address] [Customer Address]
[WES Address] [Customer Address]
PROJECT OR PORTION OF THE PROJECT DESIGNATED FOR PARTIAL OCCUPANCY OR USE SHALL INCLUDE:
Scope of Work A {Identify the Work, or portion thereof per the schedule of values, that is Substantially Complete}
The Work performed under this Contract has been reviewed and found, to the best of the Customer ’s knowledge, information, and belief, to be Substantially Complete. Substantial Completion is the stage in the progress of the Work when the Work or designated port ion is sufficiently complete in accordance with the ESPC Documents so that the Customer can occupy or utilize the work for its intended use. The date of Substantial Completion of the Project or portion designated above is the date of issuance established by this Certificate, which is also the date of commencement of applicable warranties required by the ESPC Documents, except as stated below:
{Identify warranties that do not commence on the date of Substantial Completion, if any, and indicate their date of commencement}
Warranty Date of
Commencement
Equipment A, if any
CUSTOMER’S
REPRESENTATIVE
BY (Signature) DATE OF ISSUANCE
A list of items to be completed or corrected is attached hereto. The failure to include any items on such a list does not alter the responsibility of WES to complete all Work in accordance with the ESPC Documents.
Unless otherwise agreed to in writing, the date of commencement of warranties for items on the attached list will be the date of issuance of the final Certificate of Payment or the date of final payment.
The estimated cost of work that is incomplete or
defective:
$ 0.00
Energy Savings Performance Contract | Page 48
3767-1001 / 2408747.2
WES will complete or correct the Work on the list of items attached hereto within [___] days from the above date of Substantial Completion:
WES BY (Signature) DATE
The Customer accepts the Work or designated portion as Substantially Complete and will assume full possession thereof on the above date of Substantial Completion. Customer assumes responsibility for security, maintenance, heat, utilities, damage to the Work and insurance.
CUSTOMER BY (Signature) DATE
Energy Savings Performance Contract | Page 49
3767-1001 / 2408747.2
SCHEDULE 1-B
CERTIFICATE OF ACCEPTANCE – FINAL COMPLETION
This is to certify that a final inspection of the Scope of Work has been conducted jointly by WES and [CUSTOMER NAME], and that the Parties have determined that the applicable Scope of Work has been fully completed in accordance with the ESPC Documents. All guarantees and warranties that have not commenced previously shall commence as of the date of completion below.
Customer accepts the applicable Scope of Work as being fully completed and assumes all responsibility for the corresponding Premises. Customer will promptly record a notice of completion or notice of acceptance in the office of the county recorder in accordance with California Civil Code §9204. WES remains responsible for correcting errors and omissions discovered subsequent to the execution of this document and to respond to claims made under applicable warranties.
WES CUSTOMER
Signed Signed
Name Name
Title Title
Energy Savings Performance Contract | Page 50
3767-1001 / 2408747.2
EXHIBIT 2
FORM OF ENERGY SAVINGS GUARANTEE1
Exhibit 2-1. GUARANTEE PHASE CONTRACT SUM
(a) Customer shall pay WES annual payments for Guarantee Phase services for the corresponding Scope of Work in the amounts listed below, subject to Schedule B and any other applicable terms of this Energy Savings Guarantee:
Year One through Three: $0.00 (included in Construction Phase Contract Sum) Year Four and Beyond: TBD.
(b) Customer may cancel the applicable Guarantee Phase services on any anniversary of the commencement of such Guarantee Services, or at the end of Customer ’s fiscal year. If Customer cancels these services, WES reserves the right to cancel the corresponding Energy Savings Guarantee as outlined in this Exhibit 2.
Exhibit 2-2. CUSTOMER’S COMPLIANCE WITH FACILITIES MAINTENANCE CHECKLIST (a) The Parties acknowledge and agree that WES has entered into this Contract in reliance upon the prospect of earning compensation, as set forth on Exhibit B and Exhibit 2-1. (b) The Parties further acknowledge and agree that any guaranteed energy savings would not likely be obtained unless certain procedures and methods of operation designed for energy savings conservation shall be implemented and followed by Customer on a regular and continuous basis. (c) Customer agrees that it shall adhere to, follow and implement the energy conservation procedures and methods of operation to be set forth in Schedule C-6. (d) Customer agrees that WES shall have the right once a month, with prior notice, to inspect the Premises to determine if Customer is complying, and has complied, with its obligations as set forth above in Exhibit 2-2(c). For the purpose of determining Customer’s compliance, the checklist to be set forth on Schedule C-7, as completed and recorded by WES during its monthly inspections, shall be used to measure and record Customer’s compliance. Customer shall make the Premises available to WES for and during each monthly inspection and shall have the right to witness each inspection and the recordations on the checklist.
Exhibit 2-3. UPGRADING OR ALTERING CUSTOMER’S EQUIPMENT (a) Subject to Customer ’s prior written approval, which shall not be unreasonably withheld, WES shall at all times have the right (but not the obligation) to change the Equipment, revise any procedures for the operation of the Equipment or implement other energy saving actions for the Premises, provided that:
(1) WES complies with the standards of comfort and services set forth in Schedule C- 4;
(2) such modifications or additions to, or replacement of, the Equipment, and any operational changes or new procedures, are necessary to enable WES to achieve the energy savings for the Premises; and
1 NTD: Use only for savings guarantees for a building or facility.
Energy Savings Performance Contract | Page 51
3767-1001 / 2408747.2
(3) any cost incurred relative to such modifications, additions or replacement of the Equipment, or operational changes or new procedures shall be the responsibility of WES. (b) All modifications, additions or replacements of the Equipment or revisions to operating or other procedures shall be described in a supplemental Schedule(s) to be provided to the Customer for approval, which shall not be un reasonably withheld, provided that any replacement of the Equipment shall be new and have equal or better potential to reduce energy consumption for the Premises than the Equipment being replaced. WES shall update any and all software to be used in connection with the Equipment in accordance with the provisions of Section 10.1 . All replacements of and alterations or additions to the Equipment shall become part of the Equipment described in the Scope of Work.
Exhibit 2-4. MATERIAL CHANGES
(a) Material Changes Defined. A Material Change shall include any change in or to the Premises, whether structural, operational or otherwise in nature which reasonably could be expected, in the reasonable judgment of WES, to increase or decrease annual energy consumption in accordance with the provisions and procedures set forth in Schedule 2 -B, by at least 0.5% after adjustments for climatic variations. Actions by the Customer which may result in Material Change include but are not limited to the following:
(1) manner of use of Premises by the Customer; or
(2) hours of operation for the Premises or f or any equipment or energy-[ and water- ]using systems operating at the Premises; or
(3) permanent changes in the comfort and service parameters set forth in Schedule C- 3; or
(4) occupancy of the Premises; or
(5) structure of the Premises; or
(6) types and quantity of equipment used at the Premises; or (7) modification, renovation or construction at the Premises; or (8) the Customer’s failure to provide maintenance of or repairs to the Equipment in accordance with Schedule C-6; or
(9) any other conditions, other than climate, affecting energy use at the Premises. (b) Reported Material Changes; Notice by C ustomer. The Customer shall use its best efforts to deliver to WES a written notice describing all actual or proposed Material Changes in the Premises or in the operation of the Premises at least thirty (30) days before any actual or proposed Material Change is implemented or as soon as is practicable after an emergency or unplanned event. Notice to WES of Material Changes caused by a bona fide emergency or other situation which precludes advance notification shall be deemed sufficient if given by the Custo mer within thirty (30) hours after having actual knowledge that the event constituting the Material Change occurred or was discovered by the Customer to have occurred. (c) Unreported Material Change. In the absence of any Material Changes in the Premises or in their operations, the baseline energy consumption as set forth in Schedule 2-A should not change more than two percent (2%) during any month from the projected energy use for that month, after adjustments for changes in climate conditions. Therefore, if energy consumption for any month as set forth in Schedule 2-A deviates by more than two percent (2%) from the energy consumption of the same month of the preceding year after adjustments for changes to climatic conditions, then such deviation shall be tim ely reviewed by WES to ascertain the cause of deviation. WES shall report its findings to the Customer in a timely manner and WES shall determine what, if any, adjustments to the baseline will be made in accordance with the provisions set forth in Schedule 2-B.
Energy Savings Performance Contract | Page 52
3767-1001 / 2408747.2
Exhibit 2-5. GUARANTEED ENERGY SAVINGS
(a) WES guarantees t he Customer will realize the total annual savings and/or production shown in the following table the 3-year Guarantee Term.
Performance
Year
Guaranteed
Savings /
Production
(kWh)
Guaranteed
Savings /
Production
(therms)
Year 1
2,719,798 15,279
Year 2
2,711,228 15,279
Year 3
2,702,701 15,279
Subsections (1) through (4) below describes the breakdown of energy savings or production by the individual Measurement &Verification (M&V) approach:
(1) The City and WES agree that stipulated savings of 587,011 kWh and 15,279 therms for the CUP Modifications, HVAC replacements, Controls Integration, Retro-commissioning, Roof replacement, and Irrigation Controls facility improv ement measures. No further tracking of these savings shall take place.
(2) International Performance Measurement and Verification Protocol Option A – Partially Measured Retrofit Isolation will be utilized to verify Energy Savings of 418,774 kWh within the facilities for the LED retrofit measure . This guarantee comprises 95% of the total estimated savings from the lighting retrofit measure. Energy consumption in Customer’s Premises following the completion of the Scope of Work will be compared to baseline energy consumption in Customer’s Premises as described in Schedule 2-B.
(3) International Performance Measurement and Verification Protocol Option B – Fully Measured Retrofit Isolation will be utilized to verify the annual electric production of shown in the following table. This guarantee comprises 90% of the total estimated generation from the PV measure, as well as a 2.0% degradation rate for the module’s first year. The guaranteed savings for subsequent years will be derated by 0.5% annually to account for normal degradation of the PV system.
Performance
Year
Guaranteed
Production
(kWh)
Year 1 1,714,013
Year 2 1,705,443
Year 3 1,696,916
(4) Customer and WES agree that annual maintenance savings of $109,385 is achieved as guaranteed. No further tracking or monitoring of this savings shall take place Exhibit 2-6. Savings Reporting and Reconciliation. No more than eighteen (18) months following Final Completion, WES shall provide to Customer a savings report identifying the Actual energy savings achieved Energy Savings Performance Contract | Page 53
3767-1001 / 2408747.2
during the installation period as well as a period of twelve ( 12) consecutive months during this period following Final Completion. The total Actual energy savings and Energy Savings Guarantee are defined as:
(a) Actual Energy Savings = Construction Period Savings + Performance Period Savings x Guarantee Term
Where: Performance Period savings is savings from a period of twelve (12) consecutive months during the period following Final Completion
(b) Energy Savings Guarantee = Annual Guarantee Amount x Guarantee Term (c) In the event that the Actual Energy Savings is in excess of the energy Savings Guarantee, the energy Savings Guarantee shall be deemed satisfied. No further tracking shall be conducted by WES, nor shall any additional services be performed. (d) In the event that Actual energy savings falls short of the Energy Savings Guarantee, WES shall reimburse Customer for the full amount of the difference between the Actual Energy and the Energy Savings Guarantee, as described in Schedule 2-B, for the consecutive 12-month period identified. In addition, WES shall, at its discretion, perform one of the following actions:
(1) Reimburse Customer for all remaining 12 -month periods remaining in the Guarantee Term. T he reimbursement for the remaining 12 -month periods in the Guarantee Term will use an annual five percent (5%) discount rate to account for the present value of the funds being reimbursed.
(2) Continue to track savings for the 12 months immediately following the previous 12- month guarantee period. At the conclusion of this 12 -month term Guarantee Term, WES shall provide to Customer a savings report identifying the Actual Energy Savings achieved during the Term.
(A) In the event that the most recent Actual Energy Savings is in excess of the Energy Savings Guarantee, the Energy Savings Guarantee shall be deemed satisfied. No further tracking shall be conducted by WES, nor shall any additional services be performed. (B) In the event that additional savings above guarante e are achieved in any year during the guarantee period, these savings can be used to offset shortfalls in savings in other years. If WES has written a savings shortfall check to the C ustomer, and later Total Dollar Savings exceed the annual guarantee amoun t, Customer will reimburse WES up to the amount of WES’s shortfall check, to the extent that the shortfall is made up by savings in excess of the guarantee.
(C) In the event that the most recent Actual Energy Savings falls short of the Energy Savings Guarantee, WES shall reimburse Customer for the full amount of the difference between the Actual Energy and the Energy Savings Guarantee for the consecutive 12-month period identified. In addition, WES shall, at its discretion, perform one of the actions described in Exhibit 2-6(d)(1) or Exhibit 2-6(d)(2) above.
Exhibit 2-7. Utility Rates Used to Calculate Savings. The utility rates listed in the table s below will be used to determine:
(a) The amount of dollar savings achieved each year for purposes of measuring the program’s performance relative to the Energy Savings Guarantee and (b) The dollar amount that WES shall compensate the Customer in the event that there is an Energy shortfall
Energy Savings Performance Contract | Page 54
3767-1001 / 2408747.2
Table 1: Blended Rates for Non-Solar PV FIMs
Building Name Address Baseline Blended Elec
Cost / kWh ($)
Baseline Blended Gas Cost
/ therm ($)
Art Koch Range and
Training Facility 1717 Rex Clift Lane $0.340 $1.819
Allan Witt Aquatics
Complex 1741 W. Texas St. $0.288 $1.810
Allan Witt Sports Center 1741 W. Texas St. $0.347 $1.704 Central Utility Plant 1000 Webster Street $0.185 $1.750 City Hall 1000 Webster Street $0.185 $1.750
Community Center 1000 Webster Street $0.185 $1.750
Corporation Yard Admin.
Bldg. 420 Gregory Lane $0.339 $2.023
Council Chambers 1000 Webster Street $0.185 $1.750
Fairfield Cordelia Library 5050 Business Center Dr $0.331 $1.859 Fire Station No. 38
(Union Ave.) 1633 Union Ave. $0.328 $2.103
Fire Station No. 40
(Hilborn Rd.) 2555 Hillborn Rd. $0.378 $2.144
Fire Station No. 41 (N.
Texas St.) 3200 N Texas St. $0.379 $2.045
Paradise Valley
Clubhouse 3950 Paradise Valley Dr. $0.651 $2.164
Police Department 1000 Webster Street $0.185 $1.750
Rancho Solano
Clubhouse 3250 Rancho Solano Pkwy. $0.282 $2.380
Transportation Center 2000 Cadenasso Dr $0.279 $1.866
Fire Station No. 35 (Lopes
Rd.) 600 Lopez Road $0.394 $1.980
Fire Station No. 37
(Kentucky St.) 1200 Kentucky Street $0.185 $2.031
Downtown Theater 1035 Texas Street $0.314 $4.427
Adult Recreation Center 1200 Civic Center Dr. /
Harry Price Dr. $0.185 $1.763
Willow Hall 1000 Webster Street $0.185 $1.750
Fleet Maintenance
Building 420 Gregory Lane $0.242 $2.072
Energy Savings Performance Contract | Page 55
3767-1001 / 2408747.2
Table 2: Blended rates used for Solar PV based on Energy Tool Base modeling software:
Building Name Address Baseline Blended Elec
Cost / kWh ($)
Allan Witt Aquatics
Complex 1741 W. Texas St. $0.227
Allan Witt Sports Center 1741 W. Texas St. $0.372
Corporation Yard Admin.
Bldg. 420 Gregory Lane $0.259
Fairfield Cordelia Library 5050 Business Center Dr $0.270 Fire Station No. 41 (N.
Texas St.) 3200 N Texas St. $0.415
Police Department 1000 Webster Street $0.258
Transportation Center 2000 Cadenasso Dr $0.195
Notes: Year zero rate adjusted for current year’s CPI for all utility rates
Exhibit 2-8. Requirements of Customer: To facilitate successful achievement of the Energy Guarantee, Customer agrees to:
(a) Provide utility data for the meters listed in Schedule 2-A to WES within thirty (30) days of receiving such information from utility providers. Failure to provide data within this timeframe shall void the Energy Savings Guarantee.
(b) Provide WES access to all buildings covered under the Guarantee; all temperature control and energy management systems which control part or all of the buildings covered under the Guarantee; personnel with responsibility for operating and/or managing any of the above buildings; and construction documents, equipment inventories, and other documents that may be helpful in evaluating a cause for adjustment.
Energy Savings Performance Contract | Page 56
3767-1001 / 2408747.2
SCHEDULE 2-A
BASELINE ENERGY CONSUMPTION
An accurate measurement of Baseline is necessary to facilitate accurate measurement and verification of the Energy Savings Guarantee. Baseline conditions generally include physical, operational, and energy and water use data on the facility and systems. This Schedule identifies baseline performance and operating factors that infl uence energy consumption, and how their values will be determined through observations and measurements. The Schedule also demonstrates the calculated Baseline for the Customer’s Premises.
This Baseline shall be used to determine whether Actual Energy exceeds or falls short of the Energy Savings Guarantee.
Schedule 2-A-1. Lighting Retrofits: Retrofit existing fluorescent, incandescent, and HID lighting fixtures with more efficient LED lamps and fixtures. Savings will result from reduced fixture power consumption. Operating hours are not affected by this Energy Conservation Measure (ECM). (a) M&V Option: IPMVP Option A – Partially Measured Retrofit Isolation (b) Applicable Interior Lighting ECMs. The following facilities will utilize this M&V methodology for the purposes of measuring interior lighting energy savings. (A) City Hall
(B) Council Chambers
(C) Central Utility Plant
(D) Civic Complex Exterior
(E) Police Department
(F) Community Center
(G) Willow Hall
(H) Recreation Center
(I) Allan Witt Sports Complex
(J) Allan Witt Aquatics Center
(K) Allan Witt Athletic Complex
(L) Fairfield Transportation Center
(M) Rancho Solano Clubhouse
(N) Downtown Theater
(O) Paradise Valley Club
(P) Fire Station #35
(Q) Fire Station #37
(R) Fire Station #38
(S) Fire Station #40
(T) Fire Station #41
(U) Fleet Maintenance Facility
(V) Art Koch Range & Training Facility
Energy Savings Performance Contract | Page 57
3767-1001 / 2408747.2
(c) Definition of Baseline . The baseline is that set of parameters that describes the lighting energy and power during the baseline year for the lighting fixtures being retrofitted and/or replaced. (d) Energy Baseline Development. Prior to the execution of the Co ntract, a series of comprehensive lighting audits were completed. Room -by-room inventories of fixture counts, types, and circuits were made . These inventories of all existing lighting equipment were created as part of the investment grade audit. In all cases, burned out fixtures and lamps are noted in the room-by-room inventory.
Additional measurements will be performed during construction prior to installing new lighting systems.
The data includes:
(1) Lamp types
(2) Light levels (foot candles) measured at desk height in the approximate center of the space, where measurement was feasible
(3) Sampling of electricity demand (kW) spot measurements for each electrically significant fixture configuration in accordance with the IPMVP M&V Guidelines to provide 80% confidence and 20% precision
(4) Burn hours based on building operating hours and space types (5) Areas where upgrades were not needed
(e) Baseline Energy consumption. Samples of the most common fixture types will be measured to determine the fixture power consumption under actual operating conditions. The formulas are listed below:
(1) Fixture Energy consumption:
LCB = ∑ Pre-Retrofit System Consumption
Where,
∑ Pre -Retrofit System Consumption = ∑ (Measured Fixture Watts x Annual Operating Hours)
LCB = Lighting Baseline E lectrical Consumption (Lighting specific, Includes interior and exterior lighting)
(2) Fixture Power Demand:
LDB = ∑ Pre-Retrofit System Power x 12 months
Where,
∑ Pre-Retrofit System Power = ∑ (Measured Fixture Watts x Diversity Factor) LDB = Annual Lighting Baseline Electrical Demand (Lighting specific, Includes interior and exterior lighting)
Diversity Factor = Percentage of time the fixtures are on when the peak demand is set (stipulated)
(3) Air Conditioning Consumption: Electrical consumption associated with the cooling load generated from lighting.
𝐴𝐶𝐵 (𝑘𝑊ℎ) = 𝐿𝐶𝐵
𝐶𝑂𝑃
Where,
ACB = Baseline air conditioning electrical consumption associated with lighting Energy Savings Performance Contract | Page 58
3767-1001 / 2408747.2
COP = Coefficient of Performance of the cooling system (assumed) (4) Air Conditioning Demand: Electrical demand associated with the cooling load generated from lighting.
𝐴𝐷𝐵 (𝑘𝑊) = 𝐿𝐷𝐵 × 𝑁𝑜. 𝐶𝑜𝑜𝑙𝑖𝑛𝑔 𝑀𝑜𝑛𝑡ℎ𝑠
12 𝑚𝑜𝑛𝑡ℎ𝑠
𝑦𝑟 × 𝐶𝑂𝑃
Where,
ADB = Annual baseline air conditioning electrical demand associated with lighting COP = Coefficient of Performance of the cooling system (assumed) (5) Heating Fuel Baseline: Heating fuel consumption offset by the heat contributed to the space from lighting.
𝐻𝐶𝐵 (𝑡ℎ𝑒𝑟𝑚𝑠) = 𝐿𝐶𝐵 × 𝑁𝑜. 𝐻𝑒𝑎𝑡𝑖𝑛𝑔 𝑀𝑜𝑛𝑡ℎ𝑠 × 3412 𝐵𝑡𝑢/𝑘𝑊ℎ 12 𝑚𝑜𝑛𝑡ℎ𝑠
𝑦𝑟 × 100,000 𝐵𝑡𝑢
𝑇ℎ𝑒𝑟𝑚 × 𝐻𝑒𝑎𝑡𝑖𝑛𝑔 𝐸𝑓𝑓𝑖𝑐𝑖𝑒𝑛𝑐𝑦
Where,
HCB = Baseline lighting contribution space heat that offsets heating system load Heating Efficiency = Efficiency of the heating system (assumed) (6) Stipulated Variables.
(A) Annual Operating Hours – Run hours for light fixtures will not be measured; operating hours are based on typical hours of occupancy for each space type. See next section for details.
(B) Demand Factor – Demand Factor is stipulated based on typical probabilities that a give n room type will be illuminated when the building ’s peak demand is set for each month.
(C) Coefficient of Performance of the cooling system – Published efficiency data is used for cooling systems in each building. Impact of this variable does not justify the cost to measure.
(D) Heating System Efficiency – Published efficiency data is used for heating systems in each building. Impact of this variable does not justify the cost to measure (E) Run hours for light fixtures will not be measured; operating hours are based on typical hours of occupancy for each space type. (f) Baseline Measurements and Sample Sizes . Baseline power (Watt) measurements will be performed during the Construction and Installation Period prior to modifying, retrofitting or replacing the lighting systems being measured. Quantities and locations of measurements will be determined utilizing the IPMVP Guidelines for Partially Measured Retrofit Isolation. Sample sizes shall meet confidence of at least 80% and a precision of 20%.
Schedule 2-A-2. Solar PV Installation (IPMVP Option B): Installation of new solar arrays (a) International Performance Measurement and Verification Protocol Option B. (b) The following facilities will utilize this M&V methodology for the purposes of measuring solar production:
Energy Savings Performance Contract | Page 59
3767-1001 / 2408747.2
(A) Art Koch Range & Training Facility
(B) Allan Witt Sports Complex
(C) Allan Witt Aquatics Center
(D) Corp. Yard Administration
(E) Fairfield Transportation Center
(F) Cordelia Library
(G) Fire Station No. 41
(c) Solar PV : The baseline consumption of any new PV installation is the energy performance of the facility prior to the installation of this ECM. Sites with no prior PV installations have a baseline of zero production.
Energy Savings Performance Contract | Page 60
3767-1001 / 2408747.2
SCHEDULE 2-B
SAVINGS MEASUREMENT & CALCULATION FORMULAE;
Schedule 2-B-1. Savings Measurement (IPMVP Option A):
(a) International Performance Measurement and Verification Protocol Option A verification techniques measure savings at a system level where key performance factors (e.g., lighting power) can be measured during the baseline and post -installation periods. Any factor not measured is estimated based on assumptions, analysis of historical data, or manufacturer’s data. (b) Quantities and locations of measurements will be determined utilizing the IPMVP Guidelines for Partially Measured Retrofit Isolation. Sample sizes shall meet a confidence of at least 80% and a precision of 20%.
(1) Lighting Energy Savings:
LCS(kWh) = LCB – LCP
Where,
LCB = Baseline lighting consumption (kWh)
LCP = Proposed lighting consumption (kWh)
LCB = FWB x OPHRS / 1,000
LCP = FWP x OPHRS /1,000
FWB = Baseline Fixture Watts (measured parameter)
FWP = Post-retrofit Fixture Watts (measured parameter)
OPHRS = Fixture Annual Operating Hours (stipulated values) (2) Lighting Demand Savings:
LDS(kW) = LDB - LDP
Where,
LDB = Baseline lighting demand (kW)
LDP = Proposed lighting demand (kW)
LDB = FWB / 1,000
LDP = FWP / 1,000
FWB = Baseline Fixture Watts (measured parameter)
FWP = Post-retrofit Fixture Watts (measured parameter)
(3) AC Consumption Savings
ACS(kWh) = ACB – ACP
Where,
ACB = Baseline air conditioning consumption associated with lighting (kWh) ACP = Proposed air conditioning consumption associated with lighting (kWh) 𝐴𝐶𝐵 (𝑘𝑊ℎ) = 𝐿𝐶𝐵
𝐶𝑂𝑃
Energy Savings Performance Contract | Page 61
3767-1001 / 2408747.2
𝐴𝐶𝑃 (𝑘𝑊ℎ) = 𝐿𝐶𝑃
𝐶𝑂𝑃
LCB = Baseline lighting consumption (kWh)
LCP = Proposed lighting consumption (kWh)
COP = Coefficient of Performance of the cooling system (assumed) (4) AC Demand Savings
ADS(kWh) = ADB – ADP
Where,
ACB = Baseline air conditioning consumption associated with lighting (kWh) ACP = Proposed air conditioning consumption associated with lighting (kWh) 𝐴𝐷𝐵 (𝑘𝑊) = 𝐿𝐷𝐵 × 𝑁𝑜. 𝐶𝑜𝑜𝑙𝑖𝑛𝑔 𝑀𝑜𝑛𝑡ℎ𝑠
12 𝑚𝑜𝑛𝑡ℎ𝑠
𝑦𝑟 × 𝐶𝑂𝑃
𝐴𝐷𝑃 (𝑘𝑊ℎ) = 𝐿𝐷𝑃 × 𝑁𝑜. 𝐶𝑜𝑜𝑙𝑖𝑛𝑔 𝑀𝑜𝑛𝑡ℎ𝑠
12 𝑚𝑜𝑛𝑡ℎ𝑠
𝑦𝑟 × 𝐶𝑂𝑃
LDB = Baseline annual lighting demand (kW)
LDP = Proposed annual lighting demand (kW)
COP = Coefficient of Performance of the cooling system (assumed) (5) Heating Fuel Savings
HCS(kWh) = HCB – HCP
Where,
HCB = Baseline lighting contribution space heat that offsets heating system load HCP = Proposed lighting contribution space heat that offsets heating system load 𝐻𝐶𝐵 (𝑡ℎ𝑒𝑟𝑚𝑠) = 𝐿𝐶𝐵 × 𝑁𝑜. 𝐻𝑒𝑎𝑡𝑖𝑛𝑔 𝑀𝑜𝑛𝑡ℎ𝑠 × 3412 𝐵𝑡𝑢/𝑘𝑊ℎ 12 𝑚𝑜𝑛𝑡ℎ𝑠
𝑦𝑟 × 100,000 𝐵𝑡𝑢
𝑇ℎ𝑒𝑟𝑚 × 𝐻𝑒𝑎𝑡𝑖𝑛𝑔 𝐸𝑓𝑓𝑖𝑐𝑖𝑒𝑛𝑐𝑦
𝐻𝐶𝑃 (𝑡ℎ𝑒𝑟𝑚𝑠) = 𝐿𝐶𝑃 × 𝑁𝑜. 𝐻𝑒𝑎𝑡𝑖𝑛𝑔 𝑀𝑜𝑛𝑡ℎ𝑠 × 3412 𝐵𝑡𝑢/𝑘𝑊ℎ 12 𝑚𝑜𝑛𝑡ℎ𝑠
𝑦𝑟 × 100,000 𝐵𝑡𝑢
𝑇ℎ𝑒𝑟𝑚 × 𝐻𝑒𝑎𝑡𝑖𝑛𝑔 𝐸𝑓𝑓𝑖𝑐𝑖𝑒𝑛𝑐𝑦
LCB = Baseline lighting consumption (kWh)
LCP = Proposed lighting consumption (kWh)
Heating Efficiency = Efficiency of the heating system (assumed) Schedule 2-B-2. Savings Measurement (IPMVP Option B):
(a) International Performance Measurement and Verification Protocol Option B verification techniques measure savings at a system level where key performance factors load and hours of use are directly measured.
Energy Savings Performance Contract | Page 62
3767-1001 / 2408747.2
(b) Solar PV: The solar production will be tracked utilizing the system portal.
Production data cost impacts will be analyzed using the outlined blended rate.
Schedule 2-B-3. Determination of Dollars Saved.
(a) Total Annual $ Savings = ∑ (Energy/Demand/Water Savings x Contractual Energy/Demand Rates)
Where:
Contractual Energy Rates = Utility rates defined in Exhibit 2-7.
Schedule 2-B-4. Causes for Adjustment to the Baseline.
(a) Implicit in this measurement option is the necessity of identifying and accounting for the effects of changes to the facilities and conditions during the measurement period that are beyond the scope of the measures installed. During the measurement and verificatio n period, all variables must have their energy impact accounted for if the true savings from the energy conservation measure is to be assessed.
Following is a partial list of changes that will lead to adjusting the Baseline Energy and water consumption:
(1) building additions
(2) changes in operating hours
(3) remodeling projects
(4) changes in usage patterns
(5) equipment replacements
(b) In the event that any change is made to the Customer ’s Premises that will impact energy and water consumption, Customer shall notify WES in writing of such change within 30 days. WES will utilize existing building models used to calculate Baseline Energy and water consumption to update that Baseline Energy and water consumption and determine the impact that any such change will have on Actual Energy and Water and present Customer a written analysis of the effects of the changes. Changes that are long-term or permanent will be reflected in a change to the Baseline Energy and water consumption .
Temporary changes that affect energy and water use will be calculated and added to the corresponding month(s) Actual Energy and Water.
(c) Any changes made by WES to the Baseline Energy and water consumption or saving calculations shall be presented to Customer for approval. Customer shall have 30 days to protes t recommended modifications in writing, after which time change will be considered accepted. If Customer protests any recommended modifications, Customer and WES will work together to establish mutually acceptable modifications based on accurate building models showing the impact of changes to facilities. (d) Weather normalization will be employed to ensure that the impact of actual weather conditions is eliminated from the Energy Guarantee calculations. Normalization shall not be utilized to the benefit of either Customer or WES, but shall be used solely for the purpose of accurately accounting for the impact on Actual Energy and Water of the Scope of Work implemented in conjunction with this Contract.
Schedule 2-B-5. Adjustments Methodology for Material Changes. (a) For Adjustments necessitated by Material Changes , the following procedure shall be followed:
(1) Customer will notify WES of planned changes in building use or function.
Energy Savings Performance Contract | Page 63
3767-1001 / 2408747.2
(2) WES and Customer will review the changes planned and determine if these changes are likely to cause a change in energy and water use that would exceed the threshold limits defined in Exhibit 2 -4. If the expected changes are less than the threshold, the effect will be ignored and no adjustment will be used.
(3) If the changes are expected to raise or lower energy and water consumption more than the threshold limits defined in Exhibit 2-4, the building will be sub-metered by Customer for both pre- and post-use change periods until the effect on energy has been determined. (A) For changes to existing buildings that are metered, a linear regression will be performed to correlate heating- and cooling-degree days to the pre-change period’s energy usage for the building, similar to the procedure p erformed to adjust the base year for weather. The post - change heating - and cooling -degree days will then be applied to the pre -change regression equation to determine what the post -change period’s use would have been if no change had occurred. The differen ce between this use and the period ’s actual use will be, whether positive or negative, used as the adjustment, shown as term “M” in the equations in the Measurement and Adjustments Methodology section in this Schedule.
(B) If the entire effect of the change is independently sub-metered, such as the addition of a building on an existing utility service, the sub -metered energy and water use for that building for each guarantee period will be used to determine the baseline adjustment, shown as term “M” in the equations in the Measurement and Adjustments Methodology section in this Schedule. (C) If the method for determining adjustment described in the previous paragraph is agreed to be not appropriate or too complex for a specific adjustment by the Customer and WES, Customer and WES will develop a separate measurement and verification (M&V) plan to track the effect of the building change.
(4) If the changes occur at a time when the impact would affect a fraction of that year’s energy and water use for an existing building or system, the procedure described in the previous section will be performed separately for the year in which the change occurred and the subsequent year to accurately account for the effect of the change in both years. The subsequent year’s adjustment will then be used for all future years.
Schedule 2-B-6. Adjustments for Mild Weather Season During Performance Period. (a) For performance periods with mild weather season, WES may elect to normalize both the baseline and the Guaranteed Period Consumption for a specific utility to Typical Meteorological Year (TMY3) weather data available for download from the National Renewable Energy Laboratory. (b) A mild weather season is defined as a heating or cooling season containing fewer heating or cooling degree days that a Typical Meteorological Year, evaluated using TMY3 weather data. (c) The TMY3 weather data set will be for TMY, 10km grid (38.25, -122.05), NREL (prospector). Methodology used to normalize consumption is defined in Schedule 2-B-5. (d) For Solar PV generation measures, The actual irradiance will be compared against the average TMY3 weather data that was sourced from solar irradiation data modeled by the National Renewable Energy Laboratory (NREL) for the 10 square km grid surrounding the project site. Weather Adjustments will follow the following equation:
Weather Adjusted Guarantee = Simulated Guarantee * Weather Adjustment Ratio 𝑊𝑒𝑎𝑡ℎ𝑒𝑟 𝐴𝑑𝑗𝑢𝑚𝑒𝑛𝑡 𝑅𝑎𝑡𝑖𝑜 =
𝑆𝑖𝑚𝑢𝑙𝑎𝑡𝑒𝑑 𝑒𝑛𝑒𝑟𝑔𝑦 𝑢𝑠𝑖𝑛𝑔 𝑚𝑒𝑎𝑠𝑢𝑟𝑒𝑑 𝑖𝑟𝑟𝑎𝑑𝑖𝑎𝑛𝑐𝑒 𝑖𝑛 𝑝𝑒𝑟𝑓𝑜𝑟𝑚𝑎𝑛𝑐𝑒 𝑦𝑒𝑎𝑟 𝑆𝑖𝑚𝑢𝑙𝑎𝑡𝑒𝑑 𝑒𝑛𝑒𝑟𝑔𝑦 𝑢𝑠𝑖𝑛𝑔 𝑎𝑣𝑒𝑟𝑎𝑔𝑒 𝑖𝑟𝑟𝑎𝑑𝑖𝑢𝑎𝑛𝑐𝑒 𝑖𝑛 𝑎 𝑇𝑀𝑌 𝑦𝑒𝑎𝑟
Energy Savings Performance Contract | Page 64
3767-1001 / 2408747.2
Schedule D
INSURANCE REQUIREMENTS
1. Provision of Insurance . Without limiting WES' indemnification of Customer , and prior to commencement of Work, WES shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to Customer. WES agrees to provide insurance in accordance with requirements set forth here. If WES uses existing coverage to comply and that coverage does not meet these requireme nts, WES agrees to amend, supplement or endorse the existing coverage.
2. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the Customer Representative.
3. Coverage Requirements.
A. Workers' Compensation Insurance. WES shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000).
WES shall submit to Customer, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of Customer, its officers, agents, employees and volunteers.
B. General Liability Insurance. WES shall maintain commercial general liability insurance and, if necessary, umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than one million dollars ($3,000,000) per occurrence, two million dollars ($6,000,000) general aggregate, for bodily injury, personal injury, and property damage. The policy must i nclude contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted.
C. Automobile Liability Insurance. WES shall maintain automobile insurance at least as broad as Insurance S ervices Office form CA 00 01 covering bodily injury and property damage for all activities of WES arising out o f or in connection with the Work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than one million dollars ($2,000,000) combined single limit for each accident.
D. Professional Liability Insurance. WES shall maintain professional liability or errors and omissions insurance appropriate to its profession, in such form and with insurance comp anies acceptable to the Customer, and with limits not less than $1,000,000 per claim and aggregate (errors and omissions). This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be w ritten on a policy coverage form specifically designed to protect against acts, errors or omissions of WES in the performance of professional services. “Covered Professional Services” as designated in the policy must specifically include work performed und er this Agreement. The policy must “pay on behalf of” the insured and must include a provision establishing the insurer's duty to defend. The retroactive date (if any) such each policy is to be no later than the effective date of this Agreement. If a “cl aims-made” professional liability policy is provided, it shall include an extended reporting period of not less than three (3) years.
4. INDUSTRY SPECIFIC COVERAGES
If checked below, the following insurance is also required.
Energy Savings Performance Contract | Page 65
3767-1001 / 2408747.2
Professional Liability Insurance / Errors and Omissions Liability in the minimum amount of $1,000,000 per occurrence.
Pollution Liability Insurance in the minimum amount of $1,000,000 per occurrence Garage Keepers Insurance in the minimum amount of $1,000,000 per occurrence Fidelity / Crime / Dishonesty Bond in the minimum amount of $____________ MCS-90 Endorsement to Business Automobile insurance for transportation of hazardous materials and pollutants
Builder’s Risk / Course of Construction Insurance in the minimum amount of $29,998,064
5. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions:
A. Waiver of Subrogation. Excepting professional liability insurance, all insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to wa ive subrogation against Customer, its elected or appointed officers, agents, officials, employees and volunteers o r sha ll specifically allow WES or others providing insurance evidence in compliance with these requirements to waive their right of recov ery prior to a loss. WES hereby waives its own ri ght of recovery against Customer, and shall require similar written express waivers and insurance clauses from each of its subcontractors.
B. Additional Insured Status. Commercial general and auto liability policies shall provide or be endorsed to provide that Customer and its officers, officials, employees, agents, and vo lunteers shall be named as additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies.
C. Primary and Non Contributory. Coverage provided by WES shall be primary and any insurance or self-insurance procured or maintained by Customer shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be en dorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of Customer before the Customer’s own insurance or self-insurance shall be called upon to protect it as a named insured.
D. Notice of Cancellation. WES agrees to oblige its insurance agent or broker and insurers to provide to Customer with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage.
6. Additional Agreements Between the Parties. The parties hereby agree to the following:
A. Evidence of Insurance. WES shall provide certificates of insurance to Customer as evidence of the insurance coverage required herein, along with a w aiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. Insurance certificates and endorsement must be approved by Customer Representative prior to commencement of performance. Current certification of insurance shall be kept on file with Customer at all times during the term of this Agreement.
B. Acceptability of Insurer. Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the CUSTOMER.
Verification of Coverage. WES shall furnish the CITY with original endorsements effecting coverage required by this Schedule D. The endorsements are to be signed by a person authorized
X
Energy Savings Performance Contract | Page 66
3767-1001 / 2408747.2
by that insurer to bind coverage on its beha lf; on forms equivalent to CG 20 10 11 85, subject to CUSTOMER approval; and submitted electronically through the Exigis insurance system to:
[email protected]. All insurance certificates and endorsements are to be received and approved by the CUSTOMER before work commences. At the request of the CUSTOMER, WES shall provide complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications.
C. Customer’s Right to Revise Requirements. Customer reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving WES a ninety (90) -day advance written notice of such change. If such change results in substanti al additional cost to WES, the Customer and WES may renegotiate WES' compensation.
D. Right to Review Subcontracts . WES agrees that upon request, all agreements with subcontractors or others with whom WES enters into contracts with on behalf of Customer will be submitted to Customer for review. Failure of Customer to request copies of such agreements will not impose any liability on Customer, or its employees.
E. Enforcement of Agreement Provisions. WES acknowledges and agrees that any actual or alleged failure on the part of Customer to inform WES of noncompliance with any requirement imposes no additional obligations on Customer nor does it waive any rights hereunder.
F. Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If WES maintains higher limits than the minimums shown above, the Customer requires and shall be entitled to coverage for the higher lim its maintained by WES. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Customer.
G. Self-insured Retentions. Any self-insured retentions must be declared to and approved by the Customer. The Customer reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by acceptable security. Self -insurance will not be considered to comply with these requirements unless approved by the Customer.
H. Customer Remedies for Non-Compliance. If WES or any subcontractor fails to provide and maintain insurance as required herein, then Customer shall have the right but not the obligation, to purchase such insurance, to termi nate this Agr eement, or to suspend WES' right to proceed until proper evidence of insurance is provided. Any amounts paid by Customer shall, at Customer’s sole option, be deducted from amounts payable to WES or reimbursed by WES upon demand.
I. Timely Notice of Claims . WES shall give Customer p rompt and timely notice of claims made or suits instituted that arise out of or result from WES' performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. Customer assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve Customer.
J. WES’ Insurance. WES shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work.