RESOLUTION NO. 2024-15
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LOMITA,
CALIFORNIA, AUTHORIZING THE CITY MANAGER TO EXECUTE A
LETTER OF INTENT TO AWARD THE DESIGN-BUILD CONTRACT FOR
THE LOMITA CITY HALL HVAC UPGRADE PROJECT
Section 1 Recitals:
A. The American Rescue Plan Act (2021) allocated funding for the City of Lomita. The use of this funding is contingent upon City Council awarding this project by the end of this calendar year. Funding from this grant will be used for the Design-Build of the upgrade to Lomita City Hall's Heating, Ventilation, and Air Conditioning (HVAC) system.
B. The City will enter into a Letter of Intent with Schneider Electric Buildings Americas, Inc. to execute this project.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Lomita hereby:
Section 1. Authorizes the City Manager to execute a Letter of Intent to Award Schneider Electric Buildings Americas, Inc. the Design-Build Contract for the Lomita City Hall HVAC Upgrade Project.
Section 2. City Council finds this project is not subject to CEQA pursuant to CEQA Guidelines, Section 15302 Replacement or Reconstruction of existing structures and facilities. This project consists of upgrading and replacing the existing HVAC system.
Section 3. This Resolution will become effective immediately upon adoption.
PASSED, APPROVED, AND ADOPTED, this 4th day of June 024.
K
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) 55
CITY OF LOMITA )
I, Kathleen Horn Gregory, City Clerk of the City of Lomita, California, do hereby certify that the foregoing Resolution No. 2024-15 was duly passed, approved, and adopted by the City Council of the City of Lomita at a regular meeting held on June 04, 2024, by the following vote, to wit:
AYES: Councilmembers: Gazeley, Segawa, Waite, Mayor Pro Tern Waronek and Mayor Uphoff
NOES: None
RECUSE: None
ABSENT: None
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of Lomita, California, on this 4th day of June 2024.
Agree No 2024-28
Letter oflntent to Award
Design-Build of Lomita City Hall HV AC System Upgrade
INVESTMENT GRADE AUDIT AGREEMENT
This Investment Grade Audit Agreement ("Agreement"), dated as of June 4lh, 2024 ("Effective Date"), is entered into by and between Schneider Electric Buildings Americas, Inc., a Delaware corporation with California State Contractor's License Number 708952 ("ESCO") and City of Lomita ("Customer").
WHEREAS, Customer wishes to engage ESCO to perform an investment grade audit of Customer's facilities in order to (i) identify energy conservation measures ("ECMs") that are available to and appropriate for such facilities, and (ii) determine the savings that would result from implementing such ECMs as part of a comprehensive energy conservation improvement program (an "IGA"). If the results of the IGA are deemed satisfactory by the Customer (including a pro forma analysis showing that the anticipated cost to Customer to implement the identified ECMs 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 identified ECMs), it is the intent of the Customer to work with ESCO to implement the scopes of work developed by ESCO, and to negotiate and execute an Energy Services Contract with ESCO.
NOW, THEREFORE, in consideration of the mutual covenants and conditions hereinafter set forth, ESCO and Customer hereby agree to the following terms and conditions:
Section A - General Terms and Conditions
Section B - Audit
Section C - Facilities
IN WITNESS WHEREOF, each of the parties has caused this Investment Grade Audit Agreement to be executed as of the Effective Date by its duly authorized representative below.
City of Lomita
California
By: _t_~~~ _ ' (Sig~a~ re)
Name: /:>r-,-J~ V 1Mf~ ----------------
Ti tie: C. ·r-/ IA/I fl-Mr1,t g__. --~--1-, - ------ ~~-~----- Investment Grade Audit Agreement
By:
Name:
Title:
Schneider Electric Buildings
Americas, Inc.
Contractor License No. 708952
--------------- (Signature)
---------------
DocuSign Envelope ID: 102E4E6E-BD6F-4E52-8783-108F623B3663 Jordan Lerner
Vice President
Letter oflntent to Award
Design-Build of Lomita City Hall HVAC System Upgrade
SECTION A: GENERAL TERMS AND CONDITIONS
1. Entire Agreement
This Agreement constitutes the entire understanding between ESCO and Customer and supersedes all prior oral or written understandings relating to the subject matter herein. This Agreement may not be amended or modified except by written instrument signed by a duly authorized representative of each party.
2. Investment Grade Audit
As described more fully in Section B, ESCO will conduct an IGA of certain Customer Facilities (defined below) in order to (i) identify ECMs that are available to and appropriate for such Facilities, and (ii) determine the savings that would result from implementing such ECMs as part of a comprehensive energy conservation improvement program. Customer acknowledges that the IGA is not intended to serve as a comprehensive inspection of Customer's Facilities and that, to facilitate the IGA and to assist ESCO in identifying EC Ms appropriate for Customer's Facilities, Customer is responsible for providing ESCO with all such access, knowledge and history as may be relevant to ESCO's analysis, including, without limitation, with respect to Customer's Facilities, systems, and equipment, as well as its accounting, maintenance, and operation practices.
3. IGA Report
Upon conclusion of the IGA, ESCO will provide Customer with a report describing the scope and results of such IGA (the "IGA Report"), including a pro forma analysis showing that the anticipated cost to Customer to implement the identified ECMs 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 identified EC Ms. If the IGA Report is deemed satisfactory by the Customer, it is the intent of the Customer to work with ESCO to implement the scopes of work developed by ESCO, and to negotiate an Energy Services Contract as provided in California Government Code §4217.1 O et seq.
4. Government Code Section 1097.6.
In accordance with California Government Code §1097.6(c)(1 ), ESCO's duties and services under this Agreement shall not include preparing or assisting Customer with any portion of Customer's preparation of a request for proposals, request for 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. ESCO's participation 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. ESCO 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 ESCO pursuant to this Agreement.
5. Confidentiality
Neither party shall disclose to others any Confidential Information. "Confidential Information" shall mean all information or material, whether revealed orally, visually, or in tangible or electronic form, that is competitively sensitive material not generally known to the public that relates to the business of a party to this Agreement, or any of their respective interest holders, unless such information: (i) was already rightfully known and in possession of the receiving party at the time of disclosure by the disclosing party; or (ii) is in or has or will be entered into the public domain through no breach of this Agreement or other wrongful act of the receiving party; or (iii) has been rightfully received by the receiving party from a third party who is not known by the receiving party to be under obligation of confidentiality to disclosing party and without breach of this Agreement; or (iv) is independently developed by receiving party without reference to the Confidential Information; or (v) is approved for release by written authorization from the disclosing party. This confidentiality obligation shall terminate two (2) years from the date of this Agreement.
Investment Grade Audit Agreement Page 2
DocuSign Envelope ID: 102E4E6E-BD6F-4E52-8783-108F623B3663 Letter of Intent to Award
Design-Build of Lomita City Hall HVAC System Upgrade
6. Insurance
ESCO and Customer shall each maintain insurance coverage, including without limitation, workers' compensation and employer's liability at statutory limits and commercial general liability insurance covering public liability and property damage with limits generally required for its respective industry with not less than $1 ,000,000 each occurrence, $2,000,000 general aggregate. Such insurance shall be with reputable and financially responsible carriers authorized to transact business in the state in which the Facilities are located and the audits are being performed with an A.M. Best's rating of at least A- VII.
7. Governing Law
This Agreement will be governed, interpreted and construed by, under and in accordance with the laws, statutes and decisions of the State of California, without regard to its choice of law provisions.
8. Ownership of Work Products
Ownership. All plans, specifications, original or reproducible transparencies of working drawings and master plans, preliminary sketches, design presentation drawings, structural computations, estimates and any other documents prepared for the City under this Agreement and that have been paid for in accordance with this Agreement, including, but not limited to, any other works of authorship fixed in any tangible medium of expression such as writings, physical drawings and data magnetically or otherwise recorded on computer diskettes (hereinafter referred to as the "Project Documents") shall be and remain the property of City. Although the official copyright in all Project Documents shall remain with the ESCO or other applicable subcontractors or consultants, the Project Documents shall be the property of City whether or not the work for which they were made is executed or completed. Within fourteen (14) calendar days following completion of the Project, or within thirty (30) days after receipt of payment for the IGA Exit Fee, ESCO shall provide to City copies of all Project Documents required by City. In addition, ESCO shall retain copies of all Project Documents on file for a minimum of five (5) years following completion of the Project, and shall make copies available to City upon the payment of reasonable duplication costs.
Right to Use. City has the right to use and reuse all or part of the Project Documents for their intended purposes, at City's sole discretion and with no additional compensation to ESCO.
Except as expressly agreed in writing, City shall not be required to employ ESCO in connection with any future use of the Project Documents. However, notwithstanding anything to the contrary, the City acknowledges and agrees that the Project Documents are prepared with the expectation and intent that the Project is to be performed and completed by or on behalf ESCO; in the event the City terminates this Agreement the City acknowledges and agrees that the Project Documents are not intended to be, and shall not be, relied upon by the City or any third party in performing or completing any aspect of the Project.
Any use or reuse by City of the Project Documents shall be at City's own risk. If City uses or reuses the Project Documents it shall remove the ESCO's seal from the Project Documents and indemnify, defend and hold harmless ESCO and its officers, directors, agents, affiliates and employees from claims arising out of the use or re-use of the Project Documents including reasonable expenses and attorney fees.
License. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify or reuse any and all Project Documents.
Intellectual Property Rights. Nothing in this Agreement shall be deemed or construed to result in the City acquiring any interest or rights in any intellectual property owned, possessed or developed by ESCO or any third parties ("ESCO Intellectual Property"), including without limitation any ESCO Intellectual Property in or underlying the Project Documents. However, ESCO hereby grants the City a perpetual, paid-up, worldwide license to make use of ESCO Intellectual Property to the extent Investment Grade Audit Agreement Page 3
DocuSign Envelope ID: 102E4E6E-BD6F-4E52-8783-108F623B3663 Letter oflntent to Award
Design-Build of Lomita City Hall HV AC System Upgrade
that such ESCO Intellectual Property is necessary for the proper use, operation and/or maintenance of the Project Documents and/or any other products, services or deliverables provided by ESCO pursuant to this Agreement. ESCO shall indemnify, defend and hold harmless the City for any infringement of third-party intellectual property rights caused by ESCO or any of its Subcontractors in connection with this Agreement.
9. Due Authority of Signatories
Each party represents and warrants that this Agreement constitutes the legal, valid, binding, and enforceable obligation of such party, and that neither the execution nor performance of this Agreement violates any law, rule, regulation, or legal duty applicable to such party. Each party further represents and warrants that the execution of this Agreement is within such party's legal powers, and that each individual executing this Agreement on behalf of such party is duly authorized to do so by all necessary and appropriate action and does so with full legal authority.
IN WITNESS WHEREOF, each of the Parties has caused this Investment Grade Audit Agreement to be executed as of the Effective Date by its duly authorized representative below.
City of Lomita
California
(Signature)
Name: -~~- ~--~'J'-+-'--'-- M.e..,.~ ~ ~-
;:~:: ---+----,,-=-, t 'i'--+-- :y---P.'-=- ;4=!'--'-- ~ -----'-'--' ~ =----- Investment Grade Audit Agreement
Schneider Electric Buildings
Americas, Inc.
Contractor License No. 708952
By: ------------- (Signature)
Name: ---------------
Title: ---------------
Date: ---------------
DocuSign Envelope ID: 102E4E6E-BD6F-4E52-8783-108F623B3663 6/10/2024 | 4:11 PM PDT
Jordan Lerner
Vice President
Letter oflntent to Award
Design-Build of Lomita City Hall HVAC System Upgrade
SECTION B: AUDIT
1. ESCO agrees to provide Customer with the following:
A. An IGA of each of the facilities described under Section C (each, a "Facility"; collectively, the "Facilities"); and
B. An IGA Report setting forth:
i. a list of the ECMs identified for each Facility;
ii. a description, based upon the information made available to ESCO during the IGA, of how the identified ECMs would interact with the existing equipment in the Facilities; iii. a financial analysis calculating the impact the ECMs would have on annual cash flow; iv. a utility analysis outlining the impact the ECMS would have on Customer's utility expenses; v. a proposed scope of work to be performed by ESCO (the "Project"); and vi. proposed pricing for ESCO's performance of the Project; such pricing wi ll be honored by ESCO for sixty (60) days following delivery of ESCO's IGA Report to Customer.
2. Customer agrees to provide ESCO with the following:
A. A list of any requirements and/or specifications that Customer expects to be included in and/or associated with the scope of work;
B. Complete access to the Facilities (including remote network access as appropriate) and to information concerning the Facilities, including without limitation such Facility access and information as will enable ESCO to accurately perform an energy efficiency analysis, measure actual energy use, take equipment inventory, determine operating schedules, and identify known operational deficiencies;
C. Access to key personnel to discuss operating requirements; D. Copies or loans of building plans and other such documents for the purpose of facilitating ESCO's understanding of the Facility characteristics and the current sequences of operation ; and E. All other insight, knowledge and history as may be relevant to ESCO's analysis, particularly with respect to the operation, maintenance and energy efficiency of the Facilities, as well as disclosure of all known or suspected deficiencies, defects and malfunctions of or affecting the Facilities or the systems, components and equipment therein .
3. Payment:
A. Within ninty (90) days of receiving the IGA Report, Customer shall either (i) execute an Energy Services Contract with ESCO, or (ii) pay ESCO an exit fee in the amount of $44,800 (the "IGA Exit Fee").
B. If Customer does execute an Energy Services Contract with ESCO, the costs and expenses incurred by ESCO in the performance of this Agreement and in the development, design and/or engineering of the Project will be included in the "Project Price" to be paid by Customer under the Energy Services Contract.
Investment Grade Audit Agreement Page 5
DocuSign Envelope ID: 102E4E6E-BD6F-4E52-8783-108F623B3663 Letter oflntent to Award
Design-Build of Lomita City Hall HVAC System Upgrade
SECTION C: FACILITIES
Lomita City Hall Buillding located at 24300 Narbonne Ave, Lomita CA 90717.
Investment Grade Audit Agreement Page 6
DocuSign Envelope ID: 102E4E6E-BD6F-4E52-8783-108F623B3663