, Inc.
Item 1H - Page 7
PUBLIC INTEGRITY DISCLOSURE
APPLICANT DISCLOSURE FORM
ATTACHME:NT
6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (continued) • Toll West Inc. which will do business in California as Toll 13rothers West Inc.
Officers: Isaac S. Boyd
Todd Callahan
Kevin J. Coen
Gregory M. Deacon
David Ernst
Scott Esping
Ilan P. Feingold
Kenneth J. Greenspan
Michael J. Grubb
Bradley L. Hare
Benjamin C. l lelber
Peter G. Hemphill
Allen J. Janisch
Peter H. Kim
Daniel R. Masterson
Richard M. Nelson
Nicholas W. Norvilas
Seth Ring Steve M. Savage
Frank Y. Su
Gregg L. Ziegler
Item 1H - Page 8
• Toll Holdings, Inc.
Directors:
Officers:
Douglas C. Yearley, Jr.
Robert Parahus Martin P. Connor
Isaac S. Boyd
James W. Boyd
Todd Callahan
Kevin .J. Coen
Mattin P. Connor
Gregory M. Deacon
David Ernst
Scott Esping
llan P. Feingo Id
Kenneth J. Greenspan
Michael J. Grubb
Bradley L. Hare
Benjamin C. Helber
Peter G. Hemphill
Allen .J. Janisch
Peter H. Kirn Daniel R. Masterson
Richard M. Nelson
Nicholas W. Norvilas
Robert Parahus
Seth Ring Steve M. Savage
Frank Y. Su
Douglas C. Y earley, Jr.
Gregg L. Ziegler
• Toll Brothers, inc. is publicly-traded on the New York Stock Exchange.
Attachment B
Item 1H - Page 9
Item 1H - Page 10
IN THE CITY OF PALM SPRINGS, COUNTY OF RIVERSIDE, STATE OF CAL/fORNIA SHEET 1 OF 3 SHEETS TRACT MAP NO. 37706 RECORDER'S STATEMENT
BEING A SUBDIVISION OF PARCEL A OF L.L.A. 19-02-1500, SHOWN ON DOC. NO. 2019-0182912, REC. 05/23/2019, O.R., LOCATED IN SECTION 7, TOWNSHIP 4 SOUTH, RANGE 5 EAST, S.B.M.
FILED THIS ___ DAY OF _____ , 20 __ _
AT _____ IN BOOK OF
MAPS AT PAGES AT THE REQUEST OF -----
OWNER'S STATEMENT
WE HEREBY STATE THAT WE ARE THE OWNERS OF THE LAND INCLUDED WITHIN THE SUBDIVISION SHOWN HEREON; THAT WE ARE THE ONLY PERSONS WHOSE CONSENT IS NECESSARY TO PASS A CLEAR TITLE TO SAID LAND; THAT WE HEREBY CONSENT TO THE
MAKING AND RECORDING OF THIS SUBDIVISION MAP AS SHOWN WITHIN THE DISTINCTIVE BORDER LINE.
THE REAL PROPERTY DESCRIBED BELOW IS DEDICATED AS AN EASEMENT FOR PUBLIC PURPOSES:
EASEMENTS FOR PUBLIC UTILITY AND SANITARY PURPOSES, TOGETHER WITH THE RIGHT OF INGRESS AND EGRESS FOR SERVICE AND EMERGENCY VEHICLES AND PERSONNEL, OVER LOTS "A" THROUGH "C", INCLUSIVE, SHOWN AS "PRIVATE STREET"(S). AS SHOWN WITHIN THIS MAP.
THE REAL PROPERTY DESCRIBED BELOW IS DEDICATED AS AN EASEMENT FOR PUBLIC PURPOSES:
THOSE EASEMENTS SHOWN AS "1 O' PUE", FOR PUBLIC UTILITY AND SANITARY PURPOSES ALONG AND ADJACENT TO LOTS "A" THROUGH "C", INCLUSIVE, SHOWN AS "PRIVATE STREET"(S) WITHIN THIS MAP.
WE HEREBY RETAIN LOTS "A" THROUGH "C", INCLUSIVE, SHOWN AS "PRIVATE STREETS",
FOR PRIVATE USE FOR THE SOLE USE OF OURSELVES, OUR SUCCESSORS, ASSIGNEES AND LOT OWNERS WITHIN THIS MAP.
WE HEREBY RETAIN FOR STORM DRAIN PURPOSES, AN EASEMENT OVER THOSE EASEMENTS SHOWN AS "1 O' PUE", AS SHOWN WITHIN THIS MAP, FOR THE SOLE USE OF OURSELVES, OUR SUCCESSORS, ASSIGNEES AND LOT OWNERS WITHIN THIS MAP.
WE HEREBY RETAIN FOR OPEN SPACE, LANDSCAPE AND STORM DRAIN PURPOSES, LOTS "D" THROUGH "H", INCLUSIVE, FOR THE SOLE USE OF OURSELVES, OUR SUCCESSORS, ASSIGNEES AND LOT OWNERS WITHIN THIS MAP.
TOLL WEST COAST, LLC,
A DELAWARE LIMITED UABILITY COMPANY
BY:;~
PETER H. KIM, VICE PRESIDENT
(119 MSA CONSULTING, INC. AUGUST - 2023
SURVEYOR'S STATEMENT
THIS MAP WAS PREPARED BY ME OR UNDER MY DIRECT SUPERVISION AND IS BASED UPON
A FIELD SURVEY IN CONFORMANCE WITH THE REQUIREMENTS OF THE SUBDIVISION MAP ACT AND LOCAL ORDINANCE AT THE REQUEST OF TOLL WEST COAST, LLC, IN AUGUST OF 2023.
I HEREBY STATE THAT ALL MONUMENTS ARE OF THE CHARACTER AND OCCUPY THE POSITIONS
INDICATED, OR WILL BE IN ACCORDANCE WITH THE TERMS OF THE MONUMENT AGREEMENT FOR THE MAP; AND THAT SAID MONUMENTS ARE SUFFICIENT TO ENABLE THE SURVEY TO BE RETRACED. THE SURVEY IS TRUE AND COMPLETE AS SHOWN. I HEREBY STATE THAT THIS
MAP SUBSTANTIALLY CONFORMS TO THE APPROVED OR CONDITIONALLY APPROVED TENTATIVE MAP, IF ANY.
DATED: /0 II 2C 2-~ -~-+----t----~-
LUK 8223
CITY ENGINEEltS .· STATEMENT
I HEREBY STATE THAT I HAVE EXAMINED THE WITHIN MAP OF TRACT MAP NO. 37706, CONSISTING OF 3 SHEETS, THAT THE SUBDIVISION SHOWN HEREON IS SUBSTANTIALLY THE SAME AS IT APPEARED ON THE TENTATIVE. MAP OR ANY APPROVED ALTERATIONS THEREOF;
THAT ALL PROVISIONS OF THE STATE SUBDIVISION MAP ACT AND ANY LOCAL ORDINANCES APPLICABLE AT THE TIME OF APPROVAL OF THE TENTATIVE MAP HAVE BEEN COMPLIED WITH; DATED: --------
JOEL MONTALVO
CITY ENGINEER
R.C.E. 62624
CITY SURVEYOR'S STATEMENT
I HEREBY STATE THAT I HAVE EXAMINED THE MAP, AND THAT I AM SATISFIED THAT IT IS TECHNICALLY CORRECT.
DAT:;i D~T-¼J
ERIK~RD --- P.L.S. 7648
ENGINEERING RESOURCES OF SOUTHERN CALIFORNIA, INC.
CITY CLERK'S STATEMENT
I, BRENDA PREE, CITY CLERK AND EX-OFFICIO ASSESSOR OF THE CITY COUNCIL OF THE
CITY OF PALM SPRINGS, STATE OF CALIFORNIA, HEREBY STATE THAT SAID CITY COUNCIL AT ITS REGULAR MEETING HELD ON THE ____ DAY OF-~~~~=~, 20 __ , DULY APPROVED THE WITHIN MAP OF TRACT MAP NO. 37706, AND DID ACCEPT ON BEHALF OF THE PUBLIC, THE OFFER OF EASEMENTS OVER LOTS "A" THROUGH "c", INCLUSIVE, SHOWN AS "PRIVATE STREET"(S), OFFERED FOR PUBLIC UTILITY AND SANITARY PURPOSES, TOGETHER WITH THE RIGHT OF INGRESS AND EGRESS FOR SERVICE AND EMERGENCY VEHICLES AND PERSONNEL; THE EASEMENTS SHOWN AS "10' PUE", ALONG AND ADJACENT TO LOTS "A" THROUGH "C", INCLUSIVE, SHOWN AS "PRIVATE STREET"(S), OFFERED FOR PUBLIC UTILITY AND SANITARY PURPOSES;
THE TENTATIVE MAP FOR SAID TRACT MAP WAS APPROVED BY THE CITY COUNCIL AT ITS REGULAR MEETING HELD ON THE __ DAY OF NOVEMBER, __
DATED: ________ _ BY:
~B=R=Ec--cN-=-DA.,---,P=R-=E=-E,-'-,-,Mc-cMCcc-----------
CITY CLERK AND EX-OFFICIO ASSESSOR OF THE
CITY COUNCIL OF THE CITY OF PALM SPRINGS.
THE CITY CLERK OF THE CITY OF PALM SPRINGS.
NO. -------------
FEE ------------- PETER ALDANA, ASSESSOR-COUNTY CLERK-RECORDER BY: DEPUTY -------------
SUBDIVISION GUARANTEE BY: FIRST AMERICAN TITLE COMPANY
TAX COLLECTOR'S CERTIFICATE
I HEREBY CERTIFY THAT ACCORDING TO THE RECORDS OF THIS OFFICE, AS OF THIS DATE,
THERE ARE NO LIENS AGAINST THE PROPERTY SHOWN ON THE WITHIN MAP FOR UNPAID STATE, COUNTY, MUNICIPAL, OR LO.CAL TAXES, OR SPECIAL ASSE'.SSMENTS COLLECTED AS TAXES, ~XCl>l2T I~x.:s OR SP66I ',1.;;;,16SESSMEtfl'S GOLLECJ£B A:i JA)([S !JOI'! ~ LIEN 6,UT i'WT YEI I 9W11Btp WI 1~611 ,•,Re eSTIM,Hl>Q +Q 80: $
DATED: -~•C~'W'P~~-~ll~S __ ,20;l3
MATTHEW JENNINGS
COUNTY TAX COLLECTOR
THIS CERTIFICATION EXCLUDES ANY
SUPPLEMENTAL TAX ASSESSMENTS NOT
YET EXTENDED
;7 f ~\\ /In .J~
BY: r:e,i.t/CL- l ,u., \£,{{)~ • DEPUTY ---+-. ~----~,--~-- JAX BOND CERTIFICATE // /' ' / ' ~..a>-
1 HERE~ RTIFY THAT A BOND IN THE SUM OF $ /y'HAS BEEN EXECUTED AND FILED WI THE BOARD OF SUPERVISORS OF THE COUNTY op•'RIVERSIDE, CALIFORNIA, CONDITIONED UPO THE PAYMENT OF ALL TAXES, STATE, CQJ.!l<JTY, MUNICIPAL, OR LOCAL, AND ALL SPECIAL AS~SMENTS COLLECTED AS TAXES,0 ,W!'flcH AT THE TIME OF FILING OF THIS MAP WITH THE COUl'fl::Y RECORDER ARE A LIEN<2iGAINST SAID PROPERTY BUT NOT YET PAYABLE AND SAID BOND H~.~~ DU~~ Af;PfZOVED BY SAID BOARD OF SUPERVISORS.
DATED: ________ ,2g.-S::
CASH TAX BOND ,,
MATTHEW JENNINGS //J
COUNTY TAX S.9-et:ECTOR
'"c,,,"'¾,
~'"'-~""'¾. ·,, '"· '· '">,~,
'
,.,,/''_.✓
~-/ _______ _ DEPUTY
SOILS REPORT
>~-,-
PURSUANT TO SECTION 66490 OF THE SUBDIVISION MAP ACT, A PRELIMINARY SOILS REPORT, FILE NO. 300296-005, DOC. NO. 22-10-710 WAS PREPARED BY EARTH SYSTEMS, DATED NOVEMBER 10, 2022 AND IS ON FILE WITH THE CITY OF PALM SPRINGS, ENGINEERING DEPARTMENT.
SIGNATURE OMISSIONS
SEE SHEET 2
NOTARY'S ACKNOWLEDGMENT
SEE SHEET 2
J.N. 1609
Item 1H - Page 11
IN THE CITY OF PALM SPRINGS, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA SHEET 2 OF 3 SHEETS TRACT MAP NO. 37706
BEING A SUBDIVISION OF PARCEL A OF L.L.A. 19-02-1500, SHOWN ON DOC. NO. 2019-0182912, REC. 05/23/2019, O.R., LOCATED IN SECTION 7, TOWNSHIP 4 SOUTH, RANG£ 5 EAST, S.B.M.
NOTARY'S ACKNOWLEDGMENT
A NOTARY PUBLIC OR OTHER OFFICER COMPLETING THIS CERTIFICATE VERIFIES ONLY THE IDENTITY
OF THE INDIVIDUAL WHO SIGNED THE DOCUMENT TO WHICH THIS CERTIFICATE IS ATTACHED, AND NOT THE TRUTHFULNESS, ACCURACY, OR VALIDITY OF THAT DOCUMENT.
STATE OF CALIFORNIA )
ss
COUNTY OF ti(~ )
oN C)~}- 1}, ~~- . BEFORE ME \:\ba~ k ~~OY\
PERSONALLY APPEARED_Q,_,• ~"""~-'-'-''----"Y .... ,1..1.r[).,_,_ _________________ •
A NOTARY PUBLIC,
WHO PROVED TO ME ON THE BASIS OF SATISFACTORY EVIDENCE TO BE THE PERSON~ WHOSE NAM~ IS/ARE- SUBSCRIBED TO THE WITHIN INSTRUMENT AND ACKNOWLEDGED TO ME THAT HE/SI IE/Tl IE¥ EXECUTED THE SAME IN HIS/HER/Tl IEIR AUTHORIZED CAPACITY(~. AND THAT BY HIS/HER/Tl IEIR SIGNATURE.Est ON THE INSTRUMENT THE PERSON~. OR THE ENTITY UPON BEHALF OF WHICH THE PERSON~ ACTED, EXECUTED THE INSTRUMENT.
I CERTIFY UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING PARAGRAPH IS TRUE AND CORRECT.
WITNESS MY HAND.
MY PRINCIPAL PLACE OF BUSINESS
IS ~~1-' COUNTY.
_'.__ \~;)~
NOTARY COMMISSION NO.
~~'"'i, ~tG,~ MYCOMSSIONEXPIRES
NOTARY'S ACKNOWLEDGMENT
A NOTARY PUBLIC OR OTHER OFFICER COMPLETING THIS CERTIFICATE VERIFIES ONLY THE IDENTITY
OF THE INDIVIDUAL WHO SIGNED THE DOCUMENT TO WHICH THIS CERTIFICATE IS ATTACHED, AND NOT THE TRUTHFULNESS, ACCURACY, OR VALIDITY OF THAT DOCUMENT.
STATE OF CALIFORNIA
COUNTY OF
)
ss
) -------~
ON _________ ___,, BEFORE ME ___________ A NOTARY PUBLIC,
PERSONALLY APPEARED , ------------------------- WHO PROVED TO ME ON THE BASIS OF SATISFACTORY EVIDENCE TO BE THE PERSON(S) WHOSE
NAME(S) IS/ARE SUBSCRIBED TO THE WITHIN INSTRUMENT AND ACKNOWLEDGED TO ME THAT
HE/SHE/THEY EXECUTED THE SAME IN HIS/HER/THEIR AUTHORIZED CAPACITY(IES), AND THAT BY
HIS/HER/THEIR SIGNATURE(S) ON THE INSTRUMENT THE PERSON(S), OR THE ENTITY UPON BEHALF OF WHICH THE PERSON(S) ACTED, EXECUTED THE INSTRUMENT.
I CERTIFY UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING PARAGRAPH IS TRUE AND CORRECT.
WITNESS MY HAND.
MY PRINCIPAL PLACE OF BUSINESS
IS ________ COUNTY.
SIGNATURE OF NOTARY PUBLIC NOTARY COMMISSION NO.
(PRINT NAME) MY COMMISSION EXPIRES
<119 MSA CONSULTING, INC. AUGUST - 2023
SURVEYOR'S NOTES
THE BASIS OF Bl:ARING FOR THIS MAP IS THE CENTERLINE OF ARTISAN WAY, AS SHOWN ON TRACT MAP NO. 32233-1, PER P.M.B. 381/59-67, TAKEN AS N 89"50'46" W •
0 (-)
[ -]
INDICATES FOUND 1-1/4" BRASS DISK STAMPED R.C.E. 26401, PER M.B. 381 /59-67, UNLESS NOTED OTHERWISE.
INDICATES FOUND 1-1/4" BRASS DISK STAMPED P.L.S. 4989, FLUSH IN A.C.
PAVEMENT.
INDICATES SET 1" I.P. "PLS 8223", FLUSH, UNLESS NOTED
OTHERWISE.
INDICATES SET 1-1/4" BRASS DISK STAMPED "PLS 8223", FLUSH IN A.C.
PAVEMENT.
INDICATES RECORD DATA PER TRACT MAP NO. 32233-1, PER M.B. 381/59-67, AND MEASURED.
INDICATES RECORD DATA PER L.L.A. 19-02-1500 PER DOC NO. 2019-0182912, RECORDED 05/23/2019, O.R., AND MEASURED.
SIGNATURE OMISSIONS
PURSUANT TO SECTION 66436 OF THE SUBDIVISION MAP ACT, THE SIGNATURE(S)
OF THE FOLLOWING OWNER(S) OF EASEMENTS AND/OR OTHER INTERESTS HAVE BEEN OMITTED, AS THEIR INTERESTS CANNOT RIPEN INTO FEE.
THE CITY OF PALM SPRINGS, HOLDERS ON BEHALF OF THE PUBLIC OF AN EASEMENT
FOR PUBLIC UTILITY AND SEWER PURPOSES, TOGETHER WITH THE RIGHT OF INGRESS
AND EGRESS FOR SERVICE AND EMERGENCY VEHICLES AND PERSONNEL AND INCIDENTAL PURPOSES, AS SHOWN AND DEDICATED ON TRACT MAP NO. 32233-1, ON FILE IN BOOK 381, PAGES 59-67, INCLUSIVE, OF MAPS, O.R.
CITY OF PALM SPRINGS, HOLDERS OF AN EASEMENT FOR AIRCRAFT OPERATIONS, SOUND AIRSPACE, AVIGATION AND INCIDENTAL PURPOSES, PER INST. NO. 2005-0365654, REC. 5/9/05, O.R. (NOT PLOTTABLE, BLANKET IN NATURE)
EASEMENT NOTES
((-)) INDICATES RECORD DATA PER TRACT MAP NO. 32233-5, PER M.B. 439/78-85, AND MEASURED.
1. AN EASEMENT FOR AIRCRAFT OPERATIONS, SOUND AIRSPACE, AVIGATION AND INCIDENTAL PURPOSES, PER INST. NO. 2005-0365654, REC. 5/9/05, O.R. (NOT PLOTTABLE, BLANKET IN NATURE)
SET NAIL AND TAG IN TOP OF CURB ON THE PROLONGATION OF ALL SIDE LOT LINES, STAMPED "P.L.S. 8223", IN LIEU OF THE FRONT LOT CORNERS.
SET 1" I.P. WITH PLASTIC PLUG STAMPED "P.L.S. 8223", SET NAIL AND TAG IN CONC. FOOTING STAMPED "P.L.S. 8223" OR NAIL AND TAG IN FENCING MATERIAL, TAGGED "P.L.S. 8223", AS APPROPRIATE, AT REAR LOT CORNERS AND ANGLE POINTS, UNLESS OTHERWISE NOTED.
NOTARY'S ACKNOWLEDGMENT
A NOTARY PUBLIC OR OTHER OFFICER COMPLETING THIS CERTIFICATE VERIFIES ONLY THE IDENTITY
OF THE INDIVIDUAL WHO SIGNED THE DOCUMENT TO WHICH THIS CERTIFICATE IS ATTACHED, AND NOT THE TRUTHFULNESS, ACCURACY, OR VALIDITY OF THAT DOCUMENT.
STATE OF CALIFORNIA
COUNTY OF
-------~
)
ss
)
ON _________ ~• BEFORE ME ___________ A NOTARY PUBLIC,
PERSONALLY APPEARED _________________________ ,
WHO PROVED TO ME ON THE BASIS OF SATISFACTORY EVIDENCE TO BE THE PERSON(S) WHOSE
NAME(S) IS/ARE SUBSCRIBED TO THE WITHIN INSTRUMENT AND ACKNOWLEDGED TO ME THAT
HE/SHE/THEY EXECUTED THE SAME IN HIS/HER/THEIR AUTHORIZED CAPACITY(IES), AND THAT BY
HIS/HER/THEIR SIGNATURE(S) ON THE INSTRUMENT THE PERSON(S), OR THE ENTITY UPON BEHALF OF WHICH THE PERSON(S) ACTED, EXECUTED THE INSTRUMENT.
I CERTIFY UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING PARAGRAPH IS TRUE AND CORRECT.
WITNESS MY HAND.
MY PRINCIPAL PLACE OF BUSINESS
IS ________ COUNTY.
SIGNATURE OF NOTARY PUBLIC NOTARY COMMISSION NO.
(PRINT NAME) MY COMMISSION EXPIRES
.:::::::--_ I
~.
CITY OF
PALM SPRINGS
SITE
TAHQUfTZ
CANYON WAY
-
7 I
I
\ I \
I PALM SPRINGS\
INTERNATIONAL
I AIRPORT
L_ _ -
CITY OF
PALM SPRINGS
HIGHWAY 111
I
I
I
I
.
I
I
I
\
_J
I
I
.
~ I
(':
>- I (':
:,
I <(
u.,
z
u.,
I 0
•
I
CITY OF
CATHEDRAL CITY
VfSTACHfNO
RAMON ROAD
VICINITY • MAP
N.T.S.
J.N. 1609
Item 1H - Page 12
TOTAL GROSS AREA = 8.479 ACRES
NUMBERED LOTS = 40 LOTS
LETTERED PRIVATE STREET LOTS = 3 LOTS
LETTERED OPEN SPACE LOTS = 4 LOTS
CURVE DATA
NO. DELTA RADIUS
C1 24·35'50• 43.50'
C2 49·04•39• 24.50'
C3 11·35'19• 318.50'
C4 82"47'54" 24.50'
cs 05"55'58" 268.50'
C6 13°51'15" 90.00'
C7 82"47'53" 24.50'
CB 90·00·00· 24.50'
C9 74·39•02· 24.50
C10 90·00'00· 24.50'
C11 06"03'03" 540.00'
C12 24"28'00" 181 .50'
C13 24"28'00" 218.50'
C14 04"43'29" 374.50
C15 22·42•43• 300.00'
C16 34·31•49• 300.00'
C17 02·00'27" 268.50'
C18 10"41'06" 268.50'
C19 1 o· 12•59• 268.50'
C20 09"21'03" 268.50'
C21 10"07'09" 268.50'
C22 10"41'07" 268.50'
C23 04"01 '33" 231.50'
C24 12"46'58" 231.50'
C25 12·24•11" 231.50'
C26 12"38'06" 231.50'
C27 1709'01" 231.50'
C28 11"53'01" 200.00'
C29 12·34'59" 200.00'
C30 22•05•02· 200.00'
C31 02"22'58" 200.00
C32 10"26'28" 218.50'
C33 13"08'24" 218.50'
C34 00"53'08" 218.50'
C35 49"42'47" 43.50'
C36 02"11'41" 43.50'
C37 14714'43" 43.50'
C38 55"29'51" 43.50'
C39 03"25'21' 181 .50'
C40 15"56'23" 181.50'
C41 05"06'16" 181.50'
C42 44"56'40" 80.00'
C43 07"38'10" 540.00'
C44 01"32'31" 540.00'
C45 22·50•20· 90.00'
C46 12·12•13• 500.00'
C47 21"57'54" 500.00'
C48 15"13'44" 540.00'
C49 5714'32" 300.00'
C50 281"29'56" 43.50'
C51 24"28'00" 200.00'
l ______ -l(!:!N~8~:4"56'41" W I 311.28')
LINE DATA
NO. BEARING LENGTH
L1 N 82"29'24" E 11.91'
L2 N 82"29'24" E 74.43'
L3 N 0730'36" W 37.00
L4 N 38"30'47" W 14.72'
L5 N 38°30°47" W 14.72'
L6 N 38"30'47' w 14.72'
L7 N 2701 '13" E 18.84'
LB N 76°36°19"' W 22.15'
L9 N 51"29'13" E 25.00'
L10 N 27"01 '13" E 37.00'
L 11 N 18"52 05' w 13.93"
L12 N 82°29'24"' E 34.13'
L13 N 82"29'24"' E 34.13'
L14 N 70"38'24" E 58.75'
L15 N 38"30'47" W 43.03'
L 16 N 27"01 '13"' E 40.00'
L17 N 38"30'47" W 43.00'
L18 N 51"29'13"' E 51.16'
L19 N 06"32'33"' E 59.25'
L20 N 00"09'48"' W 8.52'
L21 N 27°01'13"' E 86.07'
L22 N 2701'13' E 121.23'
L23 N 62"58'47" W 150.00'
LENGTH
18.67'
20.99'
64.42'
35.41'
27.80'
21.76'
35.40'
38.48'
31.92'
38.48'
57.03'
77.50'
93.30'
30.88'
118.92'
180.80'
9.41'
50.07'
47.88'
43.82'
47.42'
50.07'
16.27'
51.65'
50.11'
51.05'
69.29'
41.48'
43.92'
77.09'
8.32'
39.82'
50.11'
3.38'
37.74'
1.67'
111.79'
42.13'
10.84 50.49'
1 6. 17'
62.75'
71.97'
14.53'
35.88'
106.50'
191.68'
143.53'
299.72'
213.72'
85.40'
IN THE CITY OF PALM SPRINGS, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA TRACT MAP NO. 37706
BEING A SUBDIVISION OF PARCEL A OF L.L.A. 19-02-1500, SHOWN ON DOC. NO. 2019-0182912, REC. 05/23/2019, O.R., LOCATED IN SECTION 7, TOWNSHIP 4 SOUTH, RANGE 5 EAST, S.B.M. <119 MSA CONSULTING, INC. AUGUST - 2023
N 11"16'42"
R PRC
[6=52"58'52"]
[R=24.50']
[L=22,66']
N 64"15'34"" E
(R)PRC
PARCEL "B"
LLA 19-02-1500
LOT "H"
0.064 AC.
(OPEN SPACE)
N 72"54'32" E
A" 13.93' .. r,sAIV ... --~---~"'=="•=-
-~ ~Ay -<f ... ~ :- if_4?) N 23·59'42• E
OQ?" ;::-<--...... (R) F? .. soo-.oo•---.......__ l:::::::;::-...... <9e ..__ ''8)
N 88°10'48" E
R
·a,
10' PUE~ r--
62.03 PARCEL "C"
LLA 19-02-1500
N 88"10'48" E 312.42'
72.15 73.26
0:: a::
14 ;;:: . 13 ,"'. 12
S.F.~ ~ 7,062 S.F. gJ ;f; 7,629 .. _ r,r) CO d
'q'",_ QC\/
~ T"" 0) To 0
z
c22
61.86 '8
N 74·19'33" E
R
11 ' " . ,'1-~
S.F .. ,.," ~-
~ " ~ 10
19 <.,
7,651 S.F. ,2>, '
N 88"10'48" E
R
9 6,862 S.F.
,., ~
i,~ 'b";i 1 O' PUE
"'.i ..._" 20
"" 6,851 S.F.
o·
SHEET 3 OF 3 SHEETS
-®-
~ 60' 120' 180'
SCALE 1 "=60'
LOT "AB"
M.B. 381 /59-67
LOT "K"
[N 06"32'33"' E]
[5.70']
LOT "G"
0.037 AC.
(OPEN SPACE)
LOT "J"
240'
;
TRACT MAP NO. 32233-5
M.B. 439/78-85
J.N. 1609
Attachment C
Item 1H - Page 13
Item 1H - Page 14
RECORDING REQUESTED BY:
CITY OF PALM SPRINGS
AND WHEN RECORDED MAIL TO:
City of Palm Springs
P. 0. Box 2743
Palm Springs, CA 92263
Attn: Office of the City Clerk
SPACE ABOVE FOR RECORDER ONLY
Filing fee EXEMPT per Government Code 6103
SUBDIVISION IMPROVEMENT AGREEMENT
Toll West Coast, LLC, a Delaware Limited Liability
Company
and
The City of Palm Springs, California
THIS AREA FOR
RECORDER'S
USE ONLY
THIS PAGE ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION ($3.00 Additional Recording Fee Applies}
Item 1H - Page 15
TABLE OF CONTENTS
1 . Construction Obligations ..... ................................................................................. 1
1.1 Works of tmp rovement ................................ ............................................... 1
1.2 Other Obligations Referenced in Conditions of
Tentative Map Approval ......... ... •+• . ....... ... • • 4 • • • ··~ - +4 . ~t - •~ • · 4 • •••• •••• •• • ~· ..... • • •• , +4 • •••• .,, •• 2
1.3 Intent of Plans ............................................................................................ 2
1.4 Survey Monuments .................................................................................... 2
1.5 Performance of Work .. ............................................................................... 2
1. 6 Changes in the Work .................................................................................. 2
1. 7 Defective Work ........ ........... .................................................................. ...... 3
1.8 No Warranty by City ................. ................................ .................................. 3
1. 9 Authority of the City Engineer ..................................................................... 3
1. 10 Documents Available at the Site ................................................................. 3
1.11 Inspection .............................................. ..................................................... 3 1.12 Compliance with Law .................................................................................. 4
1.13 Suspension of Work ................................................................................... 4 1.14 Final Acceptance of Works of Improvement ....................................... ....... .4 .2. Time for Perfonnance ....................................................... ........................ .. .. .... .... 4
2.1 Commencement and Completion Dates ................. .................................... 4
2.2 Phasing Requirements ............................................................................... 5
2.3 Force Majeure ................................................................... ................... ...... 5 2. 4 Continuous Work ................................. ....................................................... 5 2. 5 Revers ion to Acreage ........................................................ ......................... 5
2.6 Time of the Essenoe ............................ ....................................................... 6
3. Labor .......... .... ...... .... 4 . . .. _ ... . ... . ..... . ,4 _ .... ... . .... . ... . . ... . .. ... 4 • ........ .... ..... ............ . ........ - ~ . ... .. . .. ....... ... . ... .... .... . ........ " 6 3 ... 1 Labor S·tandards ............. .. ............... _ ................. , .. ... .. .... -•" ..... ., ..... ................. ........ ........... 6 3.2 Nondiscrimination ..... ~- ............ .. ...... .... ........ ........................... .......... ........... _ ... ........ ..... ............... 6
3.3 Licensed Contractors ................................................................................. 6 3.4 Workers• Compensation ............................................................................. 6
4. Security ...................................................... ........................................................... 6
4.1 Required Security ....................................................................................... 6
4.2 Form of Seoority Instruments ..................................................................... 7
4.3 Subdivider's Liability ................................... ................................................ 8
4.4 Letters of Credit ... ................................................. ...................................... 8
4. 5 Release of Security Instruments ........ ......................................................... 9 1 Item 1H - Page 16
5. Cost of Construction and Provision of Inspection
Service ..... ............................................................................ .................................. 9 5.1 Subdivider Responstbte for All Related Costs of Construction ............ .. ... ....................... . ~·· ............................ ~·· ... ...................... , .... ... -•• 9
5.2 Payment to City for Cost of Related Inspection
and Engineering Services ........... .............................................................. 10
6. Acceptance of Offers of Dedication ................................. .................................... 10
7... Warranty of Work ... ......................... ................. -•4 .•• • +4 • •• -•i ........... .. -•· ...... ...... .. ......................... , .. 10
8. Default. ................................................ ........................ ........................................ 10
8.1 Remedies Not Exclusive ........................................................................... 10
8.2 City Right to Perform Work ... ............. ................................ ....................... 10
8.3 Attorney's Fees and Costs ...................... ................................................. 11
9. Indemnity ....................................................... ............................................. ........ 11 1 O General Provisions ....... .................................................................. ..................... 11
10.1 Success,ors and Assigns ..................... ..................................................... 11 1 o. 2 No Third Party Beneficiaries ................ ..................................................... 11 1 0. 3 Entire Agreement: Waivers and Amendments .......................................... 11
11. Corporate Authority ............................................................................................. 11 2 Item 1H - Page 17
SUBDIVISION IMPROVEMENT AGREEMENT
THIS SUBDIVISION IMPROVEMENT AGREEMENT (this "Agreement") is entered into this _____ day of _______ , 2023, by and between the CITY OF PALM SPRINGS, a California charter city ("CITY"), and Toll West Coast, LLC a Delaware Limited Liability Company (Subdivider").
RECITALS
A. Subdivider is the owner of, and has obtained approval of a subdivision map for Tract Map No. 37706 located in the City of Palm Springs, County of Riverside, State of California (the 11Property"), as described on Exhibit "A". The map contains conditions of approval for the development of the Property (the "Conditions") as described on Exhibit "B".
B. Pursuant to the Conditions, Subdivider, by the Map, has offered dedication to the City of Palm Springs: An easement for public utility and sanitary purposes, together with the right of ingress and egress for service and emergency vehicles and personnel, over lots "A" through "C" inclusive and; An easement for public purposes shown as 1 O' PUE, for public utility and sanitary purposes along and adjacent to lots "A" through "C" inclusive.
C. Subdivider has delivered to City and City has approved plans and specifications and related documents for certain "Works of Improvement" (as hereinafter defined) which are required to be constructed and installed in order to accommodate the development of the Property.
D. Subdivider's agreement to construct and install the Works of Improvement pursuant to this Agreement and its offer of dedication of the streets, easements and other improvements and facilities, as shown on the Map, are a material consideration to City in approving the final map for the Property and permitting development of the Property to proceed.
COVENANTS
Based upon the foregoing Recitals which are incorporated herein by reference and in consideration of City's approving the Map for the Property and permitting development of the Property to proceed, Subdivider agrees to timely perform all of its obligations as set forth herein.
1. Construction Obligations.
1.1 Works of Improvement. Subdivider agrees, at its sole cost and expense, to construct or install or cause to be constructed or installed the street, drainage, domestic water, sanitary sewer and other improvements (herein sometimes collectively referred Item 1H - Page 18
to as the "Works of Improvement"), as the same may be supplemented and revised from time to time as set forth herein (said plans and specifications, together with all related documents, are referred to herein as the "Plans"). The estimated construction cost for the Works of Improvement is$ 1,400,000.00.
1.2 Other Obligations Referenced in Conditions of Tentative Map Approval. In addition to the foregoing, Subdivider shall satisfy all of the conditions of approval on the Tentative Map for the Property. The conditions of approval associated with the Tentative Map are included as Exhibit "B" attached hereto.
1.3 Intent of Plans. The intent of the Plans referenced in Section 1.1 is to prescribe a complete work of improvement which Subdivider shall perform or cause to be performed in a manner acceptable to the City Engineer (or his/her designee) and in full compliance with all codes and the terms of this Agreement. Subdivider shall complete a functional or operable improvement or facility, even though the Plans may not specifically call out all items of work required for the contractor to complete its tasks, incidental appurtenances, materials, and the like. If any omissions are made or information necessary to carry out the full intent and meaning of the Plans, Subdivider or its contractor shall immediately notify its design engineer who will seek approval of the City Engineer for furnishing of detailed instructions. In the event of any doubt or question arising regarding the true meaning of any of the Plans, reference shall be made to the City Engineer whose decision thereon shall be final.
Subdivider recognizes that the Plans consist of general drawings. All authorized alterations affecting the requirements and information given on the Plans shall be in writing and approved by the City Engineer. The Plans shall be supplemented by such working or shop drawings as are necessary to adequately control the work. Without the City Engineer's prior written approval, no change shall be made by Subdivider or Subdivider's contractor to any plan, specification, or working or shop drawing after it has been stamped as approved.
1.4 Survey Monuments. Before final approval of street improvements, Subdivider will place survey monument(s) as shown on the Map in accordance with the provisions of the State Subdivision Map Act and the Subdivision Ordinance of the City of Palm Springs. Subdivider shall provide security for such obligation as provided in Section 4.1 (a)(iii) and, after setting the monumel")t(s), Subdivider shall furnish the City Engineer of the City of Palm Springs written notice of the setting of said monument(s) and written proof of having paid the engineer or surveyor for the setting of said monument(s).
1.5 Performance of Work. Subdivider shall furnish or cause to be furnished all materials, labor, tools, equipment, utilities, transportation, and incidentals required to perform Subdivider's obligations under this Agreement.
2 Item 1H - Page 19
1.6 Changes in the Work. The City Engineer, without invalidating this Agreement and without notification to any of the sureties or financial institutions referenced in Paragraph 4, may order extra work or may make changes by altering or deleting any portion of the Works of Improvement as specified herein or as deemed necessary or desirable by the City Engineer as determined necessary to accomplish the purposes of this Agreement and to protect the public health, safety, or welfare. The City Engineer shall notify Subdivider or Subdivider's contractor in writing (by Correction Notice) at the time a determination has been made to require changes in the work. No field changes performed or proposed by Subdivider or its contractor shall be binding on City unless approved in writing by the City Engineer.
1.7 Defective Work. Subdivider shall cause its contractor to repair, reconstruct, replace, or otherwise make acceptable any work found by the City Engineer to be defective.
1.8 No Warranty by City. The Plans for the Works of Improvement have been prepared by or on behalf of Subdivider or its consultants or contractors, and City makes no representation or warranty, express or implied, to Subdivider or to any other person regarding the adequacy of the Plans or related documents.
1.9 Authority of the City Engineer. In addition to the authority granted to the City Engineer elsewhere in this Agreement, the City Engineer shall have the authority to decide all questions which may arise as to the quality and acceptability of materials furnished and work performed, and all questions as to the satisfactory and acceptable fulfillment of the terms of this Agreement by Subdivider and Subdivider's contractor.
1.1 O Documents Available at the Site. Subdivider shall cause its contractor to keep a copy of all approved Plans at the job site and shall give access thereto to the City's inspectors and engineers at all times.
1.11 Inspection. Subdivider shall have an authorized representative on the job site at all times during which work is being done who has full authority to act for Subdivider, or its design engineer, and Subdivider's contractor(s) regarding the Works of Improvement. Subdivider shall cause its contractor to furnish the City with every reasonable facility for ascertaining whether or not the Works of Improvement as performed are in accordance with the requirements and intent of this Agreement, including the Plans. If the City inspector requests it, the contractor at any time before acceptance of the Works of Improvement shall remove or uncover such portions of the finished work as may be directed which have not previously been inspected. After examination, the contractor shall restore said portions of the work to the standards required hereunder. Inspection or supervision by the City shall not be considered as direct control of the individual workmen on the job site. City's inspector shall have the authority to stop any and all work not in accordance with the requirements contained or referenced in this Agreement.
3 Item 1H - Page 20
The inspection of the work by City shall not relieve Subdivider or the contractor of any obligations to fulfill this Agreement as herein provided, and unsuitable materials or work may be rejected notwithstanding that such materials or work may have been previously overlooked or accepted.
1.12 Compliance With Law. In addition to the express provisions of this Agreement and the Plans, Subdivider shall cause construction of the Works of Improvement to be completed in accordance with all other applicable federal, state, and local laws, ordinances, rules and regulations.
1.13 Suspension of Work. City Engineer shall have authority to order suspension of the work for failure of the contractor to comply with law pursuant to Section 1.11. In case of suspension of work for any cause whatever, Subdivider and its contractor shall be responsible for all materials and shall store them properly if necessary and shall provide suitable drainage and erect temporary structures where necessary.
1.14 Final Acceptance of Works of Improvement. After Subdivider's contractor has completed all of the Works of Improvement, Subdivider shall then request a final inspection of the work. If items are found by the inspector to be incomplete or not in compliance with this Agreement or any of the requirements contained or referenced herein, City will inform the contractor of such items. After the contractor has completed these items, the procedure shall then be the same as specified above for the contractor's initial request for final inspection. lf items are found by City's inspector to be incomplete or not in compliance after two (2) "final" inspections, City may require the contractor, as a condition to performing further field inspections, to submit in writing a detailed statement of the work performed subsequent to the date of the previous inspection which was found to be incomplete or not in compliance at that time.
No inspection or acceptance pertaining to specific parts of the Works of Improvement shall be construed as final acceptance of any part until the overall final acceptance by City is made. Final acceptance shall not constitute a waiver by City of defective work subsequently discovered.
The date on which the Works of Improvement will be considered as complete shall be the date of the Notice of Acceptance.
2. Time for Performance. 2.1 Commencement and Completion Dates. Subject to Section 2.2 and 2.3 below, Subdivider shall (i) commence with construction and installation of the Works of Improvement thirty {30) days following City's approval of the Plans ("Commencement Date"); and (ii) complete or cause to be completed all of the Works of Improvement two (2) years after the Commencement Date. Extensions of time for completion of the 4 Item 1H - Page 21
Works of Improvement may be granted upon demonstration of good cause, subject to review and approval by the City Council.
2.2 Phasing Requirements. Notwithstanding the provisions of Section 2.1, City reserves the right to control and regulate the phasing of completion of specific Works of Improvement as required to comply with applicable City ordinances, regulations, and rules relating to the timely provision of public services and facilities. In addition to whatever other remedies City may have for Subdivider's failure to satisfy such phasing requirements, as the same now exist or may be amended from time to time, Subdivider acknowledges City's right to withhold the issuance of further building permits on the Property until such phasing requirements are satisfied. Prior to issuance of building permits, Subdivider shall provide satisfactory evidence that all applicable requirements that are a condition to issuance of building permits have been satisfied. Such requirements may include the payment of fees, construction of improvements, or both.
Final inspections or issuance of Certificates of Occupancy may be withheld from the Subdivider by the City, if, upon a determination by the City Engineer or his designee, completion of specific Works of Improvements or other requirements associated with the development of the Property have not been completed to his satisfaction.
2.3 Force Majeure. Notwithstanding the provisions of Section 2.1, Subdivider's time for commencement and completion of the Works of Improvement shall be extended for the period of any enforced delay caused due to circumstances beyond the control and without the fault of Subdivider, including to the extent applicable adverse weather conditions, flood, earthquakes, strikers, lockouts, acts or failures to act of a public agency (including City), required changes to the scope of work required by City, and similar causes; provided, however, that the period of any enforced delay hereunder shall not include any period longer than five (5) days prior to City's receipt of a written notice from Subdivider or its Contractor detailing the grounds for Subdivider's claim to a right to extend its time for performance hereunder. City Engineer shall evaluate all claims to Force Majeure and his decision shall be final.
2.4 Continuous Work. After commencement of construction of the Works of Improvement (or separate portion thereof), Subdivider shall cause such work to be diligently pursued to completion, and shall not abandon the work for a consecutive period or more than thirty (30) days, events of Force Majeure excepted.
2.5 Reversion to Acreage. In addition to whatever other rights City may have due to Subdivider's failure to timely perform its obligations hereunder, Subdivider recognizes that City reserves the right to revert the Property to acreage subject to the limitations and requirements set forth in California Government Code Sections 66499.11-66499.20-3/4. In this regard, Subdivider agrees that if the Works of Improvement have not been completed on or before the later of two (2) years from the date of this Agreement or within the time allowed herein, whichever is the later, and if City thereafter initiates proceedings to revert the Property to acreage, pursuant to Government Code Section 66499.16 Subdivider hereby consents to reversion and 5 Item 1H - Page 22
agrees that any improvements made by or on behalf of Subdivider shall not be considered in determining City's authority to revert the Property to acreage.
2.6 Time of the Essence. Time is of the essence of Subdivider's performance of all of its obligations under this Agreement,
3. Labor. 3.1 Labor Standards. Subdivider shall be responsible for causing all contractors and subcontractors performing any of the Works of Improvement to comply with all applicable federal and state labor standards, including to the extent applicable the prevailing wage requirements promulgated by the Director of Industrial Relations of the State of California Department of Labor.
3.2 Nondiscrimination. In connection with its performance under this Agreement, Subdivider shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin (i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a "prohibited basis"). Subdivider shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City's lawful capacity to enter this Agreement, and in executing this Agreement, Subdivider certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Subdivider activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Subdivider is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting. This provision shall also apply to any contractors or subcontractors engaged in construction of the Works of Improvement.
3.3 Licensed Contractors. Subdivider shall cause all of the Works of Improvement to be constructed by contractors and subcontractors with valid California Contractors' licenses for the type of work being performed.
3.4 Worker's Compensation. Subdivider shall cause every contractor and subcontractor performing any of the Works of Improvement to carry Workers' Compensation Insurance as required by the Labor Code of the State of California and shall cause each such contractor and subcontractor to submit to City a Certificate of Insurance verifying such coverage prior to such contractor or subcontractor entering onto the job site.
6 Item 1H - Page 23
4. 4.1
Security.
Required Security.
(a) At the time Subdivider executes this Agreement, Subdivider shall furnish to City the following bonds, letters of credit, instruments of credit (assignment of deposit account) or other security acceptable to City in its sole and absolute discretion and satisfying the requirements of the applicable provisions of this Section 4 below (hereinafter "Security Instruments"):
(i) A Security Instrument securing Subdivider's faithful performance of all of the Works of Improvement ("Faithful Performance Security Instrument"), in the amount of $1,400,00.00 equal to 100% of the estimated construction cost referenced in Section
1.1. (ii) A Security Instrument guaranteeing the payment to contractors, subcontractors, and other persons furnishing labor, materials, and/or equipment ("Labor and Materials Security Instrument") with respect to the Works of Improvement in an amount equal to $700,000.00 equal to 50% of the estimated construction cost referenced in Section 1 .1.
(iii) A Security Instrument guaranteeing the payment of the cost of setting monuments as required in Section 1.4 in the amount of $12,000.00 equal to 100% of the cost thereof.
This Agreement shall not be effective for any purpose until such Security Instruments are supplied to and approved by City in accordance herewith. (b) Required Security Instrument for Maintenance and Warranty. Prior to the City Council's acceptance of the Works of Improvement and recordation of a Notice of Completion, Subdivider shall deliver a Security Instrument warranting the work accepted for a period of one (1) year following said acceptance ("Maintenance and Warranty Security Instrument"), in the amount of $210,000.00 equal to 15% of the estimated construction cost set forth in Section 1.1 or a suitable amount determined by the City Engineer.
4.2 Form of Security Instruments. All Security Instruments shall be in the amounts required under Section 4.1 (a) or 4.1 (b), as applicable, shall meet the following minimum requirements and otherwise shall be in a form provided by City or otherwise approved by the City Attorney:
(a) Bonds. For Security Instruments provided in the form of bonds, any such bond must be issued and executed by an insurance company or bank authorized to transact surety business in the State of California. Any insurance company acting as surety shall have a minimum rating of A-IX, as rated by the current edition of Best's Key 7 Item 1H - Page 24
Rating Guide published by AM. Best's Company, Oldwick, New Jersey, 08858. Any bank acting as surety shall have a minimum rating of AA, as rated by Moody's or Standard & Poor's.
(b) Letters of Credit. For Security Instruments which are letters of credit, any letter of credit shall be an original separate unconditional, irrevocable, negotiable and transferable commercial letter of credit issued by a financial institution with offices in the State of California acceptable to City. Any such letter of credit shall specifically permit City to draw on same by unilateral certification of the City Engineer of the City that Subdivider is in default under its payment or performance obligations hereunder or in the event Subdivider fails to deliver a replacement letter of credit not less than thirty (30) days prior to the date of expiration of any such letter of credit and shall further be subject to the provisions of Section 4.4.
(c) Instrument of Credit. For Security Instruments which are Instruments of Credit, any Instrument of Credit shall be an assignment of deposit account assigning as security to City all of Subdivider's interest in funds on deposit in one or more bank accounts with financial institutions acceptable to City. (d) General Requirements for all Security Instruments. (i) Payments under any Security Instruments shall be required to be made (and, with respect to bonds, litigation shall be required to be instituted and maintained) in the City of Palm Springs, State of California (and the Security Instrument shall so provide). (ii) Each Security Instrument shall have a minimum term of one (1) year after the deadline for Subdivider's completing the Works of Improvement, in accordance with Section 2.1 (other than Instruments of Credit, which shall have no defined term or expiration date).
(iii) Each Security Instrument shall provide that changes may be made in the Works of Improvement pursuant to the terms of this Agreement without notice to any issuer or surety and without affecting the obligations under such Security Instrument.
4.3 Subdivider's Liability. While no action of Subdivider shall be required in order for City to realize on its security under any Security Instrument, Subdivider agrees to cooperate with City to facilitate City's realization under any Security Instrument, and to take no action to prevent City from such realization of any Security Instrument.
Notwithstanding the giving of any Security Instrument or the subsequent expiration of any Security Instrument or any failure by any surety or financial institution to perform its obligations with respect thereto, Subdivider shall be personally liable for performance under this Agreement and for payment of the cost of the labor and materials for the improvements required to be constructed or installed hereby and shall, within ten (10) days after written demand therefor, deliver to City such substitute security as City shall require satisfying the requirements in this Section 4.
8 Item 1H - Page 25
4.4 Letters of Credit.
(a) In the event a letter of credit is given pursuant to Section 4.2(b), City shall be entitled to draw on any such letter of credit if a replacement letter of credit (expiring in not less than one (1) year, unless City agrees to a lesser term in City's sole and absolute discretion) is not delivered not less than thirty (30) days prior to the expiration of the original letter of credit, such substitute letter of credit being in the same amount and having the terms and conditions as the initial letter of credit delivered hereunder, issued by a financial institution acceptable to City as of the date of delivery of the replacement letter of credit.
(b) In the event of draw by the City on a letter of credit, the City may elect, in its sole and absolute discretion, to apply any such funds drawn to the obligations secured by such letter of credit or to hold such funds in an account under the control of the City, with no interest accruing thereon for the benefit of the Subdivider. If the City elects to hold the funds in an account pursuant to the foregoing, City may thereafter at any time elect instead to apply such funds as provided in the foregoing. Subdivider agrees and hereby grants City a security interest in such account to the extent required for City to realize on its interests therein and agrees to execute and deliver to City any other documents requested by City in order to evidence the creation and perfection of City's security interest in such account.
4.5 Release of Security Instruments.
(a) City shall release the Faithful Performance Security Instrument and Labor and Materials Security Instrument when all of the following have occurred:
(i) Subdivider has made written request for release and provided evidence of satisfaction of all other requirements in this Section 4.5; (ii) the Works of Improvement have been accepted;
(iii) Subdivider has delivered the Maintenance and Warranty Security Instrument:
and
(iv) subject to the following sentences after passage of the time within which lien claims are required to be made pursuant to Article 3 (commencing with Section 3114) of Chapter 2 of Title 15 of Part IV of Division 3 of the California Civil Code. If lien claims have been timely filed, City shall hold the Labor and Materials Security Instrument until such claims have been resolved, Subdivider has provided a statutory bond, or otherwise as required by applicable law.
9 Item 1H - Page 26
(b) City shall release the Maintenance and Warranty Security Instrument upon Subdivider1s written request upon the expiration of the warranty period, provided no claims are outstanding at that time regarding defective work.
5. Cost of Construction and Provision of Inspection Service.
5.1 Subdivider Responsible for All Costs of Construction. Subdivider shall be responsible for payment of all costs incurred for construction and installation of the Works of Improvement. In the event Subdivider is entitled to reimbursement from City for any of the Works of Improvement, such reimbursement shall be subject to a separate Reimbursement Agreement to be entered into between Subdivider and City prior to construction of the works.
5.2 Payment to City for Cost of Related Inspection and Engineering Services.
Subdivider shall compensate City for all of City's costs reasonably incurred in having its authorized representative make the usual and customary inspections of the Works of Improvement. In addition, Subdivider shall compensate City for all design, plan check, evaluating any proposed or agreed-upon changes in the work. The procedures for deposit and payment of such fees shall be as established by the City Council. In no event shall Subdivider be entitled to additional inspections or a final inspection and acceptance of any of the Works of Improvement until all City fees and charges have been fully paid, including without limitation, charges for applicable penalties and additional required inspections.
6. Acceptance of Offers of Dedication. The City Council shall pass as appropriate resolution or resolutions accepting all offers of dedication shown on the Map for the Property, with acceptance to become effective upon completion and acceptance by City of the Works of Improvement. Such resolution(s) shall authorize the City Clerk to execute the Certificate made a part of the Map regarding said acceptance of the offer of dedication.
7. Warranty of Work. Subdivider shall guarantee all Works of Improvement against defective materials and workmanship for a period of one (1) year from the date of final acceptance. If any of the Works of Improvement should fail or prove defective within said one (1) year period due to any reason other than improper maintenance, or if any settlement of fill or backfill occurs, or should any portion of the Works of Improvement fail to fulfill any requirements of the Plans, Subdivider, within fifteen (15) days after written notice of such defects, or within such shorter time as may reasonably be determined by the City in the event of emergency, shall commence to repair or replace the same together with any other work which may be damaged or displaced in so doing. Should Subdivider fail to remedy defective material and/or workmanship or make replacements or repairs within the period of time set forth above, City may make such repairs and replacements and the actual cost of the required labor and materials shall be chargeable to and payable by Subdivider. The warranty provided herein shall 10 Item 1H - Page 27
not be in lieu of, but shall be in addition to, any warranties or other obligations otherwise imposed by law.
8. Default.
8.1 Remedies Not Exclusive. In any case where this Agreement provides a specific remedy to City for a default by Subdivider hereunder, such remedy shall be in addition to, and not exclusive of, City's right to pursue any other administrative, legal, or equitable remedy to which it may by entitled.
8.2 City Right to Perform Work. In addition to whatever other rights or remedies it may have for Subdivider's default hereunder, in the event Subdivider shall fail to timely perform any work required to be performed under this Agreement and such failure shall continue for a period of twenty (20) days after receipt of written notice of default from City, or thereafter Subdivider shall fail to diligently and continuously pursue the cure of any such default to completion, City shall have the right to enter into the Property and perform any of the uncompleted work by force account or contract or both and thereupon recover from Subdivider or any Security Instrument, or both, the full cost and expense thereby incurred by City.
8.3 Attorney's Fees and Costs. In the event that Subdivider fails to perform any obligation under this Agreement, Subdivider agrees to pay all costs and expenses incurred by City in securing performance of such obligations, including costs of suit and reasonable attorney's fees. In the event of any dispute arising out of Subdivider's performance of its obligations under this Agreement or under any of the Security Instruments referenced herein, the prevailing party in such action, in addition to any other relief which may be granted, shall be entitled to recover its reasonable attorney's fees and costs. Such attorney's fees and cost shall include fees and costs on any appeal, and in addition a party entitled to attorney's fees and costs shall be entitled to all other reasonable costs incurred in investigating such action, taking depositions and discovery, retaining expert witnesses, and all other necessary and related costs with respect to the litigation. All such fees and costs shall be deemed to have accrued on commencement of the action and shall be enforceable whether or not the action is prosecuted to judgment.
9. Indemnity. Subdivider agrees to indemnify, defend, and hold harmless City and City's officers, employees, and agents from and against any and all claims, liabilities, losses, damages, causes of action, and obligations arising out of Subdivider's failure to perform the construction and installation of the Works of Improvement in accordance with the requirements contained or referenced in this Agreement. Said indemnity obligation shall apply to personal injury, death, property damage, economic loss, and any other monetary damage or penalty to which City may be subjected, including without limitation, attorney's fees and costs and the costs of realizing on any Security Instrument provided by Subdivider pursuant to the terms hereof. Such 11 Item 1H - Page 28
indemnity obligation shall not extend to any loss resulting from City's sole negligence or willful misconduct.
10. General Provisions.
10.1 Successors and Assigns. This Agreement shall be binding upon all successors and assigns to Subdivider's right, title, and interest in and to the Property and any portion thereof.
10.2 No Third Party Beneficiaries. This Agreement is intended to benefit only the parties hereto and their respective successors and assigns. Neither City nor Subdivider intend to create any third party beneficiary rights in this Agreement in any contractor, subcontractor, member of the general public, or other person or entity.
10.3 Entire Agreement: Waivers and Amendments. This Agreement integrates all of the terms and conditions mentioned herein, or incidental hereto, and supersedes all negotiations and previous agreements between the parties with respect to all or part of the subject matter hereof, except as may be expressly provided herein. All waivers of the provisions of this Agreement must be in writing and signed by an authorized representative of the party to be charged, and all amendments hereto must be in writing and signed by the appropriate representatives of both parties.
11. Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant the (I) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into of this Agreement does not violate any provisions of any other Agreement to which said party is bound.
(Signatures on Next Page)
12 Item 1H - Page 29
IN WITNESS WHEREOF, the parties hereto have executed this Subdivision Improvement Agreement as of the date first above written.
ATTEST: CITY OF PALM SPRINGS,
CALIFORNIA
" 1C'"' r.:o E:\.J c·'""-.. _.. :· .. -lll'"!J ..i. J\a-... n <..: - ••• -· ,f . .. \.
By ____________ _
Brenda Pree, City Clerk
City of Palm Springs
Jeff Ballinger, City Attorney
City of Palm Springs
SUBDIVIDER:
Teresa Gallavan, Interim City Manager
City of Palm Springs
Toll West Coast, LLC, a Delaware Limited Liability Company Check one:
_
Individual
_ Partnership _ Corporation*_ Company
*Note, for Corporations, two corporate officers must sign this Agreement, as indicated below; for all others, authorized agents must sign this Agreement.
By:~---=:::::-...., By: __ ---,,,,.:.,__~~-+------
,, Signature (notarized) -c:::::::
Name:.c¢:0 {,/2e,e'.#dC Name:_......,,=: - ~~::::i. dJ~~-&:1..:2.....:....:ia::...1------ Title: @'e: a.t"Sa4£:Y ~ ~ ..@'AJ_.,Jitle: tXee1Ab\J~\J\~e; f({:,;,idm+ (For Corporations, this document must
be signed in the above space by one of
the following: Chairman of the Board,
President or any Vice President)
For Corporations, this document must be
signed in the above space by one of the
following: Secretary, Chief Financial
Officer or any Assistant Treasurer)
13 Item 1H - Page 30
IN WITNESS WHEREOF, the parties hereto have executed this Subdivision Improvement Agreement as of the date first above written.
ATTEST: CITY OF PALM SPRINGS,
CALIFORNIA
By ____________ _
Brenda Pree, City Clerk
City of Palm Springs
APPROVED AS TO FORM:
Jeff Ballinger, City Attorney
City of Palm Springs
SUBDIVIDER:
Scott C. Stiles, City Manager
City of Palm Springs
Toll West Coast. LLC. a Delaware Limited Liability Company Check one: _Individual _Partnership _Corporation*_Company *Note, for Corporations, two corporate officers must sign this Agreement, as indicated below; for all others, authorized agents must sign this Agreement.
By:, ____________ _
Signature (notarized)
Name: ___________ _
Title: ___________ _
(For Corporations, this document must
be signed in the above space by one of
the following: Chairman of the Board,
President or any Vice President)
By: ____________ _
Signature (notarized)
Name: ___________ _
Title:, ____________ _
For Corporations, this document must be
signed in the above space by one of the
following: Secretary, Chief Financial
Officer or any Assistant Treasurer)
13 Item 1H - Page 31
Mailing Address:
(_}_-_ (_}_-_(fax)
14 Item 1H - Page 32
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189
~~C(IO¢.CC~lCea:~~~~~~orlll~i003-.tt~~:il&lllCQl:~~~~O!:?ll~~~~:m:I!:~~ A notary public or other officer completing this certificate verifies only the Identity of the individual who signed the document to which this certtflcale is attached, and not the truthfulness, accuracy, or validity of that document.
State of California
County of _ ... L ... o ... s ... A...an,:..g:ce:..:.; le::..:s=------- On November 10, 2023 before me, _,..s ... u ... s~a;.:. n..:.F.;..;. lo::.:.r.;:. es:::.1«~N.;.;o::.:t:=a.:.. ryL..:.. P.=. ub::;,;l~ic=----------- Date Here Insert Name and Title of the Officer
personally appeared Kristopher Campbell
Name(s) of Slgner(s)
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) ls/are• subscribed to the within instrument and acknowledged to me that he/she/they executed the same In his/her/their authorized capacltyQes), and that by his/her/their slgnature{s) on the Instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the Instrument.
I certify under PENALTY OF PERJURY under the laws
of the State of Callfomla that the foregoing paragraph
Is true and correct.
Notary Public - Callfornla
Orange County J
•
SUSAN FLORES
Commission ti 2395815 •
WITNESS my hand and offlclal Ll
Signature:;;;..,. N -
M Comm F.wotres Mar 5 2028 Signature of Notary Public
Place Notary Seal Above --------------OPTIONAL-------------- Though this section Is optional, completing this Information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.
Description of Attached Document Title or Type of Document: _____________________ ___ _ Document Date:
_ ________________ Number of Pages: ____ _
Signer(s) Other Toan Named Above: ____________________ _ Capactty{les) Claimed by Slgner(s) Signer's Name: __________ _ D Corporate Officer - Tltle(s): _____ _
D Partner - D Limited D General
Signer's Name: __________ _
D Corporate Officer - Tltle(s): _____ _ D Partner - D Limited • General D Individual D Attorney In Fact
• Trustee D Guardian or Conservator
D Individual D Attorney In Fact
• Trustee D Guardian or Conservator • Other. ____________ _ D Other: ____________ _ · Signer Is Representing: ________ _ Signer Is Representing: _______ _ 02016 National Notary Association• www.NatlonalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 Item 1H - Page 33
ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validitv of that document.
State of California
County of Orange )
on November 13, 2023 before me, Heidi L. Ferguson, Notary Public (insert name and title of the officer)
personally appeared Seth Ring ------------------------------------- who proved to me on the basis of satisfactory evidence to be the person-'8fwhose nam~is/anr subscribed to the within instrument and acknowledged to me that he/sl:leAl=tey executed the same in his/h0r.'41::teir authorized capacity(teer,-and that by his/h~r signatur~n the instrument the perso~or the entity upon behalf of which the person4eracted, executed the instrument.
I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
y hand and official seal.
Signatu (Seal)
Item 1H - Page 34
EXHIBIT"A"
TRACT MAP 37706 LEGAL DESCRIPTION
Tract Map No. 37706, as recorded in Map Book _ _ , Pages __ through __ inclusive, records of Riverside County, California.
16 Item 1H - Page 35
EXHIBIT"B"
TENTATIVE TRACT MAP 37706 CONDITIONS OF APPROVAL
17 Item 1H - Page 36
RESOLUTION NO. 24672
EXHIBIT A
TENTATIVE TRACT MAP 37706 FOR A 40-LOT SINGLE-FAMILY RESIDENTIAL SUBDIVISION PLANNING AREA 1A WITHIN THE ESCENA DEVELOPMENT.
November 6, 2019
CONDITIONS OF APPROVAL
Before final acceptance of the project, all conditions listed below shall be completed to the satisfaction of the City Engineer, the Director of Planning Services, the Director of Building and Safety, the Chief of Police, the Fire Chief or their designee, depending on which department recommended the condition.
Any agreements, easements or covenants required to be entered into shall be in a form approved by the City Attorney.
ADMINISTRATIVE CONDITIONS
ADM 1. Project Description. This approval is for the project described per Case TTM 37706; except as modified with the approved Mitigation Monitoring Program and the conditions below;
ADM 2. Conform to all Codes and Regulations. The project shall confonn to the conditions contained herein, all applicable regulations of the Palm Springs Zoning Ordinance, Municipal Code, and any other City County, State and Federal Cod~s, ordinances, resolutions and laws that may apply.
ADM 3. Tentative Map. This approval is for Tentative Tract Map 37706 located within the Escena development date stamped 8.12.19. This approval is subject to all applicable regulations of the Subdivision Map Act, the Palm Springs Municipal Code, and any other applicable City Codes, ordinances and resolutions.
ADM 4. Indemnification. The owner shall defend, indemnify, and hold harmless the City of Palm Springs, its agents, officers, and employees from any claim, action, or proceeding against the City of Palm Springs or its agents, officers or employ:ees to attach, set aside, void or annul, an approval of the City of . Palm Springs, its legislative body, advisory agencies, or administrative . officers concerning Case TTM 37706. The City of Palm Springs will prompJ;ly notify the applicant of any such claim, action, or proceeding against the City of Palm Springs and the applicant will either undertake defense of the matter and pay the City's associated legal costs or will advance funds to pay for defense of the matter by the City Attorney. If the City of Palm Springs fails to promptly notify the applicant of any such claim, action or proceeding or fails to cooperate fully in the defense, the applicant shall not, thereafter, be responsible to defend, indemnify, or hold harmless the City of Palm Springs.
Notwithstanding the foregoing, the City retains the right to settle or abandon the matter without the applicant's consent but should it do so, the City shall Item 1H - Page 37
' Tentative Tract Map 37708
Final Condilio ns of Approval
November 6, 2019
waive the indemnification herein, except, the City's decision to settle or abandon a matter following an adverse judgment or failure to appeal, shall not cause a waiver of the indemnification rights herein.
ADM 5. Maintenance and Repair. The property owner(s) and successors and assignees in interest shall maintain and repair the improvements including and without limitation all structures, sidewalks, bikeways, parking areas, landscape, irrigation, lighting, signs, walls, and fences between the curb and property line, including sidewalk or bikeway easement areas that extend onto private property, in a first class condition, free from waste and debris, and in accordance with all applicable law, rules, ordinances and regulations of all federal, state, and local bodies and agencies having jurisdiction at the property owner's sole expense. This condition shall be included in the recorded covenant agreement for the property if required by the City.
ADM 6. Time Limit on Approval. Approval of the Tentative Tract Map (TTM37706) shall be valid for a period of two (2) years from the effective date of the approval. Extensions of time may be granted by the Planning Commission upon demonstration of good cause. Extensions of time may be approved pursuant to Code Section 9.63.110. Such extension shall be required in writing and received prior to the expiration of the original approval.
ADM 7. Right to Appeal. Decisions of an administrative officer or agency of the City of Palm Springs may be appealed in accordance with Municipal Code Chapter 2.05.00. Permits will not be issued until the appeal period has concluded.
ADM 8. Public Art Fees. This project shall be subject to Chapters 2.24 and 3.37 of the Municipal Code regarding public art. The project shall either provide public art or payment of an in lieu fee. In the case of the in-lieu fee, the fee shall be based upon the total building permit valuation as calculated pursuant to the valuation table in the Uniform Building Code, the fee being 1/2% for commercial projects or 1/4% for residential projects with first $100,000 of total building permit valuation for individual single-family units exempt. Should the public art be located on the project site, said location shall be reviewed and approved by the Director of Planning and Zoning and the Public Arts Commission, and the property owner shall enter into a recorded agreement to maintain the art work and protect the public rights of access and viewing.
ENVIRONMENTAL ASSESSMENT CONDITIONS
ENV 1. The Mitigation Monitoring Program from Case No 5.0666-B, The Palm Springs Classic, shall be incorporated into these Cpnditions of Approval by Reference.
ENV 2. Mitigation Monitoring. All the mitigation measures of the environmental assessment contained in the original Escena project TIM 32233 shall apply.
The applicant shall submit a signed agreement that the mitigation measures outlined as part of the negative declaration or EIR will be included in the plans Item 1H - Page 38
Tentative Tract Map 37706
Final Conditions of Approval
November 6, 2019
prior to Planning Commission consideration of the environmental assessment. Mitigation measures are defined in the approved project description.
PLANNING DEPARTMENT CONDITIONS
PLN 1. Outdoor Lighting Conformance. Exterior lighting plans, including a photometric site plan showing the project's conformance with Section
93.21.00 Outdoor Lighting Standards of the Palm Springs Zoning ordinance, shall be submitted for approval by the Department of Planning prior to issuance of a building permit. Manufacturer's cut sheets of all exterior lighting on the building and in the landscaping shall be included. If lights are proposed to be mounted on buildings, down-lights shall be utilized. No lighting of hillsides is permitted.
PLN 2. Water Efficient Landscaping Conformance. The project Is subject to the Water Efficient Landscape Ordinance (Chapter 8.60.00) of the Palm Springs Municipal Code. and all other water efficient landscape ordinances. The applicant shall submit a landscape and irrigation plan to the Director of Planning for review and approval prior to the issuance of a building permit.
Landscape plans shall be wet stamped and approved by the Riverside County Agricultural Commissioner's Office prior. to submittal. Prior to suomittal to the City, landscape plans shall also be certified by the local water agency that they are in conformance with the water agency's and the State's Water Efficient Landscape Ordinances.
PLN 3. Submittal of Final Development Plans. Final Development Plans of residential units including landscape plans of all common areas, wall design and floor plans of individual units shall be submitted to the Planning Department for Planning Commission final approval.
ENGINEERING DEPARTMENT
Before final acceptance of the project, all conditions listed below shall be completed to the satisfaction of the City Engineer.
STREETS
ENG 1. Submit street improvement plans prepared by a registered California civil engineer to the Engineering Services Department.
The plan(s) shall be approved by the City Engineer prior to issuance of any building permits.
ON-SITE PRIVATE STREETS
ENG2. All on-site cul-de-sacs shall be constructed in accordance with City of Palm Springs Standard Drawing No. 101, curb portion only.
Item 1H - Page 39
Tentative Tract Map 37706
Final Conditions of Approval
November 6, 2019
ENG3.
ENG4.
ENG5.
Construct all cul-de-sacs with a minimum curb radius of 43 feet throughout the cul-de-sac bulb.
Dedicate an easement from back of curb to back of curb to the City of Palm Springs for public utility and sewer purposes, and for service and emergency vehicles and personnel ingress and egress, over the private streets.
Construct a wedge curb 18 feet on both sides of the centerline along all private street frontages in accordance with City Standard Drawing No. 202-A.
Construct a minimum pavement section of 2-1/2 inches asphalt over 4 inches crushed miscellaneous base with a minimum subgrade of 24 inches at 95% relative compaction, or equal, within all on-site private streets in accordance with City of Palm Springs Standard Drawing No. 110 and 300. If an alternative pavement section is proposed, the proposed pavement section shall be designed by a California registered Geotechnical Engineer using "R" values from the project site and submitted to the City Engineer for approval.
SANITARY SEWER
ENG 6. All sanitary facilities shall be connected to the public sewer system.
New laterals shall not be connected at manholes.
ENG 7. Submit sewer improvement plans prepared by a California registered civil engineer to the Engineering Services Department.
The plan(s) shall be approved by the City Engineer prior to issuance of any building permits.
ENG8.
ENG9.
ENG 10.
Construct an 8 inch V.C.P. sewer main within all on-site streets and connect to the existing sewer system within Celadon Street or Artisan Way.
All sewer mains constructed by the developer and to become part of the City sewer system shall be digitally video recorded (Developer shall contact City treatment plant facility for acceptable digital video format) and submitted to the City for review prior to acceptance of the sewer system for maintenance by the City. Any defects of the sewer main shall be removed, replaced, or repaired to the satisfaction of the City Engineer prior to acceptance.
Upon completion of the construction of public sewer lines, an asbuilt drawing in digital format shall be provided to the City as required by the City Engineer, if the sewer was not constructed in accordance with the original approved sewer plans.
Item 1H - Page 40
Tentative
Final Conditions
Tract Map
of Approval
37706
-
November 6, 2019
ENG 11.
ENG 12.
Submit a Precise Grading Plan prepared by a California registered Civil Engineer to the Engineering Services Department for review and approval. The Precise Grading Plan shall be approved by the City Engineer prior to issuance of grading permit.
a. A Fugitive Dust Control Plan shall be prepared by the applicant and/or its grading contractor and submitted to the Engineering Services Department for review and approval. The applicant and/or its grading contractor shall be required to comply with Chapter 8.50 of the City of Palm Springs Municipal Code, and shall be required to utilize one or more "Coachella Valley Best Available Control Measures" as identified in the Coachella Valley Fugitive Dust Control Handbook for each fugitive dust source such that the applicable performance standards are met. The applicant's or its contractor's Fugitive Dust Control Plan shall be prepared by staff that has completed the South Coast Air Quality Management District (AQMD) Coachella Valley Fugitive Dust Control Class. The applicant and/or its grading contractor shall provide the Engineering Services Department with current and valid Certificate(s) of Completion from AQMD for proof that staff have completed the required training. For information on attending a Fugitive Dust Control Class and information on the Coachella Valley Fugitive Dust Control Handbook and related "PM10" Dust Control issues, contact AQMD at (909) 396-3752, or at http://www.AQMO.gov A Fugitive Dust Control Plan, in comformance with the Coachella Valley Dust Control Handbook, shall be submitted to and approved by the Engineering Services Department prior to approval of the Grading Plan.
b. The first submittal of the Grading Plan shall include the following information: a copy of final approved conformed copy of Conditions of Approval; a copy of a final approved conformed copy of the Site Plan; a copy of current Title Report; a copy of Soils Report.
Prior to approval of a Grading Plan (or issuance of a Grading Permit), the applicant shall obtain written approval to proceed with construction from the Agua Caliente Band of Cahuilla Indians, Tribal Historic Preservation Officer or Tribal Archaeologist ( a copy of the written approval must be provided to the City) . The applicant shall contact the Tribal Historic Preservation Officer or the Tribal Archaeologist at ACBCI[email protected] to determine their requirements, if any, associated with grading or other construction. The applicant is advised to contact the Tribal Historic Preservation Officer or Tribal Archaeologist as early as possible. If required, it is the responsibility of the applicant to coordinate scheduling of Tribal monitors during grading or other Item 1H - Page 41
Tentative Tract Map 37706
Final Conditions of Approval
November 6, 2019
ENG 13.
ENG 14.
ENG 15.
ENG 16.
ENG 17.
ENG 18.
ENG 19.
construction, and to arrange payment of any required fees associated with Tribal monitoring.
In accordance with an approved PM-10 Dust Control Plan, temporary dust control perimeter fencing shall be installed at the limits of grading and/or disturbed areas. Fencing shall have screening that is tan in color; green screening will not be allowed. Temporary dust control perimeter fencing shall be installed after issuance of Grading Permit, and immediately prior to commencement of grading operations.
Temporary dust control perimeter fence screening shall be appropriately maintained, as required by the City Engineer. Cuts (vents) made into the perimeter fence screening shall not be allowed. Perimeter fencing shall be adequately anchored into the ground to resist wind loading.
Within 10 days of ceasing all construction activity and when construction activities are not scheduled to occur for at least 30 days, the disturbed areas on-site shall be permanently stabilized, in accordance with Palm Springs Municipal Code Section 8.50.022. Following stabilization of all disturbed areas, perimeter fencing shall be removed, as required by the City Engineer,
A Notice of Intent (NOi) to comply with the California General Construction Stormwater Permit (Water Quality Order 2009-0009-DWQ as modified September 2, 2009) is required for the proposed development via the California Regional Water Quality Control Board online SMARTS system.
A copy of the executed letter issuing a Waste Discharge Identification (WDID) number shall be provided to the City Engineer prior to issuance of a grading or building permit.
In accordance with City of Palm Springs Municipal Code, Section 8.50.022 (h), the applicant shall post with the City a cash bond of two thousand dollars ($2,000.00) per disturbed acre (If there is disturbance of 5,000 square feet or more) at the time of issuance of grading permit for mitigation measures for erosion/blowsand relating to this property and development.
A Geotechnical/Soils Report prepared by a California registered Geotechnical Engineer shall be required for and incorporated as an integral part of the grading plan for the proposed development. A copy of the Geotechnical/Soils Report shall be submitted to the Engineering Services Department with the first submittal of a grading plan. (if required) The applicant shall provide all necessary geotechnical/soils inspections and testing in accordance with the Geotechnical/Soils Report prepared for the project. All backfill, compaction, and other earthwork shown on the approved grading plan shall be certified by a California registered geotechnical or civil engineer, certifying that all grading was performed in Item 1H - Page 42
,
Tentative Tract Map 37706
Final Conditions of Approval
November 6, 2019
ENG 20. ENG 21.
accordance with the Geotechnical/Soils Report prepared for the project. Documentation of all compaction and other soils testing are to be provided even . though there may not be a grading plan for the project. Prior to issuance of Building Permits.
The applicant shall provide Grading Certification for all building (or structure) pads in conformance with the approved grading plan (if required), to the Engineering Services Department prior to issuance of any Building Permit.
In cooperation with the Riverside County Agricultural Commissioner and the California Department of Food and Agriculture Red Imported Fire Ant Project, applicants for grading permits involving a grading plan and involving the export of soil will be required to present a clearance document from a Department of Food and Agriculture representative in the form of an approved "Notification of Intent To Move Soil From or Within Quarantined Areas of Orange, Riverside, and Los Angeles Counties" (RIFA Form CA-1) prior to approval of the Grading Plan (if required). The California Department of Food and Agriculture office is located at 73-710 Fred Waring Drive, Palm Desert (Phone: 760-776- 8208).
WATER QUALITY MANAGEMENT PLAN
ENG 22.
ENG 23.
This project shall be required to install measures in accordance with applicable National Pollution Discharge Elimination System (NPDES) Best Management Practices (BMP's) included as part of the NPDES Permit issued for the Whitewater River Region from the Colorado River Ba~in Regional Water Quality Control Board (RWQCB). The applicant is advised that installation of BMP's, including mechanical or other means for pre-treating contaminated stormwater and non-stormwater runoff, shall be required by regulations imposed by the RWQCB. It shall be the applicant's responsibility to design and install appropriate BMP's, in accordance with the NPDES Permit, that effectively intercept and pre-treat contaminated stormwater and non-stormwater runoff from the project site, prior to release to the City's municipal separate storm sewer system ("MS4"), to the satisfaction of the City Engineer and the RWQCB. Such measures shall be designed and installed on-site; and provisions for perpetual maintenance of the measures shall be provided to the satisfaction of the City Engineer, including provisions in Covenants, Conditions, and Restrictions {CC&R1s) required for the development (if any).
Prior to issuance of certificate of occupancy or final City approvals (OR of "final" approval by City), the applicant shall: (a) ·demonstrate that all structural BMP1s have been constructed and installed in conformance with approved plans· and specifications; (b) demonstrate that applicant is Item 1H - Page 43
Tentative Traci Map 37706
Final Conditions of Approval
November 6, 2019
DRAINAGE
ENG 24.
ENG 25.
ENG 26.
ENG 27. ENG 28.
GENERAL
ENG 29.
ENG 30.
ENG 31. ENG 32.
prepared to implement all non-structural BMP's included in the approved Final Project-Specific WQMP, conditions of approval, or grading/build Ing permit conditions; and (c) demonstrate that an adequate number of copies of the approved Final Project-Specific WQMP are available for the future owners (where applicable).
All stormwater runoff across the property shall be accepted and conveyed in a manner acceptable to the City Engineer and released to an approved drainage system consistent with an approved hydrology study.
Drainage easements shall be reserved on the final map where and as required to convey off-site stormwater across the property.
The project is subject to flood control and drainage implementation fees.
The acreage drainage fee at the present time is $4608.16 per acre in accordance with Resolution No. 15189. Fees shall be paid prior to issuance of a building permit.
Submit storm drain improvement plans for all on-site storm drainage system facilities for review and approval by the City Engineer.
All on-site storm drain systems shall be privately maintained by the Homeowners Association (HOA). Provisions for maintenance of the onsite storm drain systems acceptable to the City Engineer shall be included in Convenants, Conditions and Restrictions (CC&Rs) required for this project.
Any utility trenches or other excavations within existing asphalt concrete pavement of off-site streets required by the proposed development shall be backfilled and repaired in accordance with City of Palm Springs Standard Drawing No. 115.
All proposed utility lines shall be installed underground.
All existing utilities shall be shown on the improvement plans if required for the project. The existing and proposed service laterals shall be shown from the main line to the property line.
Upon approval of any improvement plan (if required) by the City Engineer, the improvement plan shall be provided to the City in digital format, consisting of a DWG (Auto CAD 2004 drawing file), DXF (AutoCAD ASCII drawing exchange file), and PDF (Adobe Acrobat 6.0 or greater) formats.
Variation of the type and format of the digital data to be submitted to the City may be authorized, upon prior approval by the City Engineer.
Item 1H - Page 44
Tentative Tract Map 37706
Ffnal Conditions of Approval
November 6, 2019
ENG 33.
ENG 34. ENG 35.
MAP
ENG 36.
ENG 37.
ENG 38.
The original improvement plans prepared for the proposed development and approved by the City Engineer (if required) shall be documented with record drawing "as-built" information and returned to the Engineering Services Department prior to issuance of a final certificate of occupancy.
Any modifications or changes to approved improvement plans shall be submitted to the City Engineer for approval prior to construction.
Nothing shall be constructed or planted in the corner cut-off area of any intersection or driveway which does or will exceed the height required to maintain an appropriate sight distance per City of Palm Springs Zoning Code Section 93.02.00, D.
This property is subject to the Coachella Valley Multiple Species Habitat Conservation Plan Local Development Mitigation Fee (CVMSHCP-LDMF). The LDMF shall be paid prior to issuance of Building Permit.
The developer shall apply for ·an annexation to the City of Palm Springs Community Facilities District established for public safety services and submit required applications, waivers, and consent forms to the annexation prior to approval of a final map. Payment of an annexation fee ($7,500) and shall be made at the time of the application. The annexation shall be completed by action of the city council in a public hearing, prior to processing a final map for approval.
A Final Map shall be prepared by a California registered Land Surveyor or qualified Civil Engineer and submitted to the Engineering Services Department for review and approval. A Title Report prepared for subdivision guarantee for the subject property, the traverse closures for the existing parcel and all lots created therefrom, and copies of .record documents shall be submitted with the Final Map to the Engineering Services Department as part of the review of the Map.
The Final Map shall be approved by the City Council prior to issuance of building permits.
Upon approval of a final map, the final map shall be provided to the City in G.I.S. digital format, consistent with the "Guidelines for G.I.S.
Digital Submission" from the Riverside County Transportation and Land Management Agency." G.I.S. digital information shall consist of the following data: California Coordinate System, CCS83 Zone 6 (in U.S. feet); monuments (ASCII drawing exchange file); lot lines, rightsof-way, and centerlines shown as continuous lines; full map annotation consistent with annotation shown on the map; map number; and map Item 1H - Page 45
Tentative Tract Map 3TT06
Final Conditions of Approval
November 6, 2019
ENG 39.
TRAFFIC
ENG 40.
ENG 41.
file name. G.I.S. data format shall be provided on a CDROM/DVD , containing the following: ArcGIS Geodatabase, ArcView Shapefile, Arclnfo Coverage or Exchange file, DWG (AutoCAD 2004 drawing file), DGN (Microstation drawing file), DXF (AutoCAD ASCII drawing exchange file), and PDF (Adobe Acrobat 6.0 or greater) formats.
Variations of the type and format of G.I.S. digital data to be submitted to the City may be authorized, upon prior approval of the City Engineer.
Acceptance of public improvements required of this development shall be completed by resolution of the City Council to release the faithful performance bond and acceptance of replacement maintenance bond to be held for one year. An inspection will be performed nine months after said acceptance as part of the notice of completion process, a notice of completion will be filed certifying the improvements are complete.
Construction signing, lighting and barricading shall be provided during all phases of construction as required by City Standards or as directed by the City Engineer. As a minimum, all construction signing, lighting and barricading shall be in accordance with Part 6 "Temporary Traffic Control'' of the California Manual on Uniform Traffic Control Devices (CAMUTCD), dated November 7, 2014, or subsequent editions in force at the time of construction.
This property is subject to the Transportation Uniform Mitigation Fee which shall be paid prior to issuance of building permit.
END OF CONDITIONS
Attachment '
Item 1H - Page 46
RESOLUTION NO. _____
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM
SPRINGS, CALIFORNIA, APPROVING TRACT MAP 37706 AND
AN ASSOCIATED SUBDIVISION IMPROVEMENT AGREEMENT
WITH TOLL WEST COAST LLC, A DELAWARE LIMITED
LIABILITY COMPANY, FOR PROPERTY LOCATED AT 1000
GENE AUTRY TRAIL, IN SECTION 7, TOWNSHIP 4 SOUTH,
RANGE 5 EAST.
WHEREAS, the Planning Commission of the City of Palm Springs, at its meeting of October 10, 2019, recommended approval of Tentative Tract Map 37706, subject to conditions; and
WHEREAS, the City Council of the City of Palm Springs, (hereinafter the “City”), at its meeting of November 6, 2019, approved Tentative Tract Map 37706 subject to conditions; and
WHEREAS, Toll West Coast, LLC, a Delaware Limited Liability Company, (hereinafter the “Subdivider”), has filed with the City a final map for Tentative Tract Map 37706, identified as Tract Map 337706, in accordance with Section 66458 of the California Government Code; and
WHEREAS, the Subdivider, has offered dedication to the City of Palm Springs; an easement for public utility purposes together with the right of ingress and egress for service and emergency vehicles and personnel over Lots A through C, an easement for public utilities shown as “10’ P.U.E.” adjacent to Lots A through C inclusive and
WHEREAS, required Works of Improvements have not been completed by the Subdivider as of the filing of Tract Map 37706, and the Subdivider has requested that the City enter into a Subdivision Improvement Agreement with the Subdivider to secure the cost of public improvements in accordance with Section 66462 of the California Government Code.
THE CITY COUNCIL OF THE CITY OF PALM SPRINGS DOES HEREBY RESOLVE AS FOLLOWS:
SECTION 1. Tract Map 37706 is in substantial conformance with the approved Tentative Tract Map 37706.
SECTION 2. Tract Map 37706 is in conformance with the General Plan.
SECTION 3. Tract Map 37706 conforms to all requirements of the Subdivision Map Act of the State of California.
SECTION 4. In accordance with Section 66477.1 of the California Government Code, the offers of dedication to the public on Tract Map 37706 shall Item 1H - Page 47
Resolution No. _____
be accepted by the City Clerk, subject to improvement, who shall certify acceptance by signature on the map thereof.
SECTION 5. The City Council hereby approves a Subdivision Improvement Agreement for Tract Map 337706 with the Subdivider and accepts subdivision improvement securities in conformance with the requirements therein for public improvements.
SECTION 6. The City Manager is hereby authorized to execute the Subdivision Improvement Agreement with the Subdivider
SECTION 7. The City Clerk shall cause to have recorded the Subdivision Improvement Agreement with the Riverside County Recorder.
SECTION 8. Tract Map 37706 is hereby approved for purposes therein defined.
ADOPTED THIS 14TH DAY OF DECEMBER 14, 2023.
SCOTT C. STILES
CITY MANAGER, CITY OF PALM SPRINGS
ATTEST:
BRENDA PREE
CITY CLERK, CITY OF PALM SPRINGS
Item 1H - Page 48
Resolution No. _____
CERTIFICATION
STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss.
CITY OF PALM SPRINGS )
I, Brenda Pree, City Clerk of the City of Palm Springs, hereby certify that Resolution No. ____ is a full, true and correct copy, and was duly adopted at a regular meeting of the City Council of the City of Palm Springs on December 14, 2023, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of Palm Springs, California, this ______ day of ______________, _________.
BRENDA PREE
CITY CLERK, CITY OF PALM SPRINGS
Item 1H - Page 49
CITY COUNCIL STAFF REPORT
12/14/2023 CONSENT CALENDAR
SUBJECT:
APPROVAL OF AMENDMENT NO. 2 TO THE POST-CONSTRUCTION SERVICES AGREEMENT WITH ENGIE SERVICES U.S., INC., A DELAWARE CORPORATION,
RELATED TO THE OPERATION AND MAINTENANCE OF THE MUNICIPAL
CO-GENERATION PLANT
RECOMMENDATION:
Approve Amendment No. 2 to Post-Construction Services Agreement (A8470) with ENGIE Services U.S., Inc., a Delaware corporation, for a one-time cost of two hundred eighty-seven thousand, three hundred forty-five dollars ($287,345.00).
1. 2. Authorize the City Manager to execute all necessary documentation.
Attachments
Item 1I
CITY COUNCIL STAFF REPORT
DATE: DECEMBER 14, 2023 CONSENT CALENDAR
SUBJECT: APPROVAL OF AMENDMENT NO. 2 TO THE POST-CONSTRUCTION SERVICES AGREEMENT WITH ENGIE SERVICES U.S., INC., A
DELAWARE CORPORATION, RELATED TO THE OPERATION AND
MAINTENANCE OF THE MUNICIPAL CO-GENERATION PLANT
FROM: Scott C. Stiles, City Manager
BY: Department of Maintenance & Facilities
SUMMARY:
This item will amend the Post-Construction Services Agreement (A8470) with ENGIE Services U.S., Inc., a Delaware corporation, (“ENGIE”), under which ENGIE provides maintenance and operation supervision and monitoring services for the Building Automated System (BAS) controls related to the City’s Municipal Co-Generation Plant located at City Hall and the Sunrise Central Chiller located in Sunrise Plaza. Amendment No. 2 will provide a turnkey Building Automation System retrofit, replacing the existing Honeywell Spyder system to allow remote monitoring, trouble shooting, and adjustment of controls for the Palm Springs Animal Shelter, bringing it into the enterprise Schneider Electric EcoStruxure Building Automation System (BAS) that currently services other Cityowned facilities. It will also replace and upgrade the non-functioning carbon monoxide monitoring and control system at the Belardo parking structure.
RECOMMENDATION:
1. Approve Amendment No. 2 to Post-Construction Services Agreement (A8470) with ENGIE Services U.S., Inc., a Delaware corporation, for a one-time cost of two hundred eighty-seven thousand, three hundred forty-five dollars ($287,345.00); and
2. Authorize the City Manager to execute all necessary documentation.
BUSINESS PRINCIPAL DISCLOSURE:
ENGIE Services U.S., Inc., is a Delaware corporation. The current officers are JeanFrançois Chartrain, President; Sarah Pearce, CFO, Treasurer and Secretary; Courtney Jenkins, Vice President and General Manager; and Alekso Stankoski, Vice President.
ENGIE Services U.S., Inc., is a subsidiary of ENGIE North America, which itself is a Item 1I - Page 1
City Council Staff Report
December 14, 2023 -- Page 2
Amendment No. 2 to Operations and Maintenance Agreement with ENGIE Services U.S., Inc. subsidiary of ENGIE, a French multinational electric utility company formed in 2008.
ENGIE is a publicly traded corporation, traded as ENGIE, with 2.435 billion shares outstanding ($41.649 billion value). No individual owns 5% or more of this business entity.
A business disclosure form is included as Attachment A.
BACKGROUND:
The City of Palm Springs owns and operates two municipal plants. The first is referred to as the Municipal Co-Generation Plant. The second plant is a chiller plant that serves the facilities at Sunrise Plaza, including the Swim Center, the Library, the Pavilion, and the Leisure Center. On January 30, 2020, the City entered into an agreement with ENGIE Services U.S., Inc. entitled “Post-Construction Services Agreement.” The agreement requires that ENGIE operate and maintain the City’s Municipal Co-Generation Plant located at City Hall, assuming all risk for any mechanical repairs, warranty services, AQMD violations, etc. ENGIE also assumed certain vendor contracts to ensure that warranties are maintained on the power-generating engine and related equipment. The term of that contract is five years, with two five-year options to extend. The agreement has been amended one time. A copy of the Post-Construction Agreement and its first amendment are included as Attachments B and C.
One of the contracts assumed by ENGIE required that a Schneider Electric distributor be used, and for the purposes of system-wide compatibility, Schneider Electric controls have been installed throughout, including a Schneider Electric EcoStruxure Building Automation System. The new work proposed under this amendment will integrate into the existing EcoStruxure system.
STAFF ANALYSIS:
The Animal Shelter work will address a host of long-standing maintenance difficulties experienced there. The original Honeywell Spyder direct digital controls system was compromised years ago when a virus was introduced into the system, terminating the ability to monitor, trouble shoot, or control the building’s HVAC equipment remotely.
Subsequent attempts to rectify the problems included installation of Pelican retrofit controllers, which can work effectively on a small number of HVAC components, but which are unable to allow integrated systemic control of the sophisticated building systems at the Animal Shelter.
The comprehensive upgrade that this change order will authorize will include installation of an AS-P network infrastructure, complete with new power supply inside existing cabinetry, and control and sensing devices for seven air conditioning units and the heating hot water system, as well as adding 25 new control relays, sensors for 50 variable air volume boxes with hot water reheat, four room temperature sensors, and three interlocked exhaust fans. The cost of the Animal Shelter work also includes project management, programming, graphics, startup, training, and system checkout.
Item 1I - Page 2
City Council Staff Report
December 14, 2023 -- Page 3
Amendment No. 2 to Operations and Maintenance Agreement with ENGIE Services U.S., Inc.
The second component of Amendment No. 2 will replace the legacy Honeywell carbon monoxide monitoring and control system at the Belardo parking garage. The system there, which is needed to operate HVAC equipment to exhaust hot air and carbon monoxide fumes from the structure for health and safety reasons, dates back to the original construction of the parking structure and is no longer functioning properly or repairable. The proposed work will install a PolyGard2 Multi-Point Digital Gas Detection Panel, DC power supply, and an expansion module to replace the main control panel and all 14 carbon monoxide sensors. It will also replace non-compliant conduit and wiring with National Electrical Code approved materials and installation. All IT interfacing, programming, startup, graphics, commissioning, and integration into the City’s enterprise server is included in the cost of the work.
ENVIRONMENTAL ASSESSMENT:
The requested City Council action is not a “Project” as defined by the California Environmental Quality Act (CEQA). Pursuant to Section 15378(a), a “Project” means the whole of an action, which has a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment. According to Section 15378(b) Project does not include: (5) Organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment.
ALIGNMENT WITH STRATEGIC PLANNING:
This project aligns with City Council Priority 2A – Improve City Facilities.
FISCAL IMPACT:
The initial cost of the work for the two components described above is as follows:
Item 1 Animal Shelter Building Automation Retrofit $ 186,622.00 Item 2 Belardo Garage Carbon Monoxide Monitoring
and Controls $ 100,723.00
TOTAL $ 287,345.00
Item 1I - Page 3
City Council Staff Report
December 14, 2023 -- Page 4
Amendment No. 2 to Operations and Maintenance Agreement with ENGIE Services U.S., Inc.
Once complete, the work will reduce the operations and maintenance costs of the Animal Shelter by allowing remote troubleshooting and adjustment of building mechanical systems, rather than necessitating frequent and repeated trips to the building to assess and adjust space temperature conditioning, water temperatures, and air circulation, and by increasing efficiencies of fans and HVAC equipment as they work as a coordinated system. The magnitude of the annual savings has not been quantified.
Sufficient funding is allocated in account 5206570-50119 in the Facilities Maintenance Department budget.
REVIEWED BY:
Department Director: Lauri Aylaian
Procurement and Contracting Director: Kim Baker
Assistant City Manager: Teresa Gallavan
City Manager: Scott Stiles
ATTACHMENTS:
A. Business Disclosure
B. Post-Construction Services Agreement 8470
C. Amendment No. 1
D. Amendment No. 2
E. ENGIE proposals dated November 15, 2023
Item 1I - Page 4
ATTACHMENT A
Item 1I - Page 5
CITY OF PALM SPRINGS – PUBLIC INTEGRITY DISCLOSURE
APPLICANT DISCLOSURE FORM
(Revised 05/16/19)
PUBLIC INTEGRITY DISCLOSURE
APPLICANT DISCLOSURE FORM
1. Name of Entity
2. Address of Entity (Principle Place of Business)
3. Local or California Address (if different than #2)
4. State where Entity is Registered with Secretary of State If other than California, is the Entity also registered in California? Yes No
5. Type of Entity
Corporation Limited Liability Company Partnership Trust Other (please specify)
6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify) Note: If any response is not a natural person, please identify all officers, directors, members, managers and other fiduciaries for the member, manager, trust or other entity _________________________________________________ Officer Director Member Manager [name]
General Partner Limited Partner
Other ____________________________________
_________________________________________________ Officer Director Member Manager [name]
General Partner Limited Partner
Other ____________________________________
_________________________________________________ Officer Director Member Manager [name]
General Partner Limited Partner
Other ____________________________________
Item 1I - Page 6
CITY OF PALM SPRINGS – PUBLIC INTEGRITY DISCLOSURE
APPLICANT DISCLOSURE FORM
(Revised 05/16/19)
7. Owners/Investors with a 5% beneficial interest in the Applicant Entity or a related entity
EXAMPLE
JANE DOE
[name of owner/investor]
50%, ABC COMPANY, Inc.
[percentage of beneficial interest in entity
and name of entity]
A.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
B.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
C.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
D.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
E.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
I DECLARE UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT.
Signature of Disclosing Party, Printed Name, Title Date
PENALTIES
Falsification of information or failure to report information required to be reported may subject you to administrative action by the City.
Georgia Worley, Sr. Controller
Item 1I - Page 7
ENGIE Services U.S. Inc.
Directors:
Courtney Jenkins
David Carroll
Jean-Francois Chartrain
Officers:
Jean-Francois Chartrain CEO and President
Sarah Pearce CFO, Treasurer, and Secretary
Courtney Jenkins Vice President, General Manager
Alekso Stankoski Vice President
Derron Gunderman Assistant Secretary
State Specific:
Edward Meinking Vice President of Engineering in Alabama Edward Meinking Vice President of Florida Opera�ons
Bryan Davis Vice President of Engineering in Ohio
Bryan Davis Managing Agent in Illinois
Harbhajan Sidhu Senior Engineering Officer (California) Neil Craig Senior Engineering Officer (Kansas)
Item 1I - Page 8
ATTACHMENT B
Item 1I - Page 9
Item 1I - Page 10
Post Construction Services Agreement
City of Palm Springs and ENGIE Services U.S.
ENGIE Services Project# ___ _
ENGIE Services Contract# R3464
POST-CONSTRUCTION SERVICES AGREEMENT
This POST-CONSTRUCTION SERVICES AGREEMENT (this "Agreement") is made and entered into as of January 30, 2020 by and between ENGIE Services U.S. Inc., a Delaware corporation with Californfa State Contractor's License Number 995037 ("Contractor"), and the City of Palm Springs, a California charter city and municipal corporation, ("Q!y"). City and Contractor are sometimes hereinafter collectively referred to as the KParties" and individually as a "ffilrl".
RECITALS
WHEREAS, City owns and operates certain Facilities, including a Municipal Plant consisting of a co-generation engine and chiller system providing power and heating/cooling to various municipal buildings including the Airport. City Hall, County Building (CVEP), Corporate Yard, Fire Station No. 2. and the Police Department & Training Center, (the "Municipal Plant");
WHEREAS, City previously entered into that certain Energy Services Contract with Chevron Energy Solutions Company, a Division of Chevron U.S.A., Inc., a Pennsylvania corporation, (hereinafter "CES"). dated July 29, 2013, (hereinafter the "Energy Services Contract");
WHEREAS, in September 2014 CES was acquired by Oaktree Capital Management, and merged into its renewable energy services company, Op Terra Energy Group, to be managed as Op Terra Energy Services; WHEREAS, in February 2016, OpTerra Energy Services was acquired by ENGIE Group, to be managed as ENGIE Services U.S., Inc.;
WHEREAS, pursuant to Article 25 of the Energy Services Contract, ENGIE Services U.S. is the legal successor to CES, and is a Party to the Energy Services Contract; WHEREAS, pursuant to the terms and conditions of the Energy Services Contract, ENGIE Services U.S. predecessor CES was obligated to design, construct, and commission certain Energy Conservations Measures ("ECMs"), to generate certain Energy Conservation Savings ("EC Savings") sufficient to pay the total debt service incurred by City in financing (through issuance of a bond) the original contract amount of $17,507,842 of the Energy Services Contract;
WHEREAS, Attachment "G" of the Energy Services Contract incorporated a "Savings Measurement & Verification Plan" identifying the EC Savings associated with the various ECMs to be completed by CES, including ECMs related to the Municipal Plant;
WHEREAS, pursuant to the terms and conditions of the Energy Services Contract, as a condition of receiving guaranteed EC Savings, the City agreed to retain CES for a post-construction measurement and verification term of five (5) years, more fully described and identified on Attachment "G" of the Energy Services Contract, inclusive of ECS providing an Energy Resource Manager to the City, at an annual cost of $144,700 for the first year following final completion of the ECMs, escalating to an annual cost of $163,300 for the fifth year following completion of the ECMs; WHEREAS, pursuant to the terms and conditions of the Energy Services Contract, CES was required to develop a Project Schedule for the design, construction and commissioning of the ECMs, and was obligated to achieve Substantial Completion of the Work by no later than thirty (30) months following the City's issuance of a Notice to Proceed;
WHEREAS, on August 1, 2013, the City issued CES its Notice to Proceed; WHEREAS, pursuant to the terms and conditions of the Energy Services Contract, CES and its successors were required to achieve Substantial Completion on or before February 1, 2016; WHEREAS, following start up and testing of the Municipal Plant it was discovered that the Municipal Plant was not fully compliant with air quality emissions standards identified in the permits obtained by CES on behalf of the City and issued by South Coast Air Quality Management District ("SCAQMD") for the Municipal Plant (the "SCAQMD Permits"); Item 1I - Page 11
WHEREAS, on behalf of the City, CES and its successors evaluated modifications to the Municipal Plant necessary to conform to requirements stipulated in the SCAQMD Permits; WHEREAS, ENGIE Services U.S. and its predecessors-in-interest, at their sole cost, have continued to evaluate, design, and construct certain modifications to the Municipal Plant, from approximately June 2016 to the present date, (hereinafter the "Extended Commissioning Period"), and have, at their sole cost, paid for certain repairs and maintenance related to the Municipal Plant during the Extended Commissioning Period, all in an effort to demonstrate compliance with the SCAQMD Permits;
WHEREAS, during the Extended Commissioning Period, ENGIE Services U.S. has successfully demonstrated compliance with the SCAQMD Permits, and the City prefers to retain ENGIE Services U.S. for post-construction services at the Municipal Plant to ensure its compliance with the SCAQMD Permits; WHEREAS, ENGIE Services U.S. is a full-service energy services company with the technical capabilities to provide services to the City including, but not limited to, post-construction services for the Municipal Plant; WHEREAS, ENGIE Services U.S. has agreed to provide the City with the post-construction measurement and verification services, more fully described and identified on Attachment "G" of the Energy Services Contract, on the terms and subject to the conditions of this Agreement; and
WHEREAS, pursuant to the terms and conditions of this Agreement, the Parties intend for this Agreement to operate as a Post-Construction Monitoring, Operation and Maintenance Agreement to supersede and terminate the Energy Services Contract as set forth herein.
NOW, THEREFORE, the City and Contractor hereby agree as follows:
ARTICLE 1. DEFINITIONS
For purposes of this Agreement and its Attachments, the defined terms herein shall have the meaning set forth as follows:
"Accumulated Savings" means, as of any date of determination, the cumulative total of Excess Savings. "Actual Energy Rate" means, for any Measurement Period, utility rates calculated by Contractor using actual utility billing information suppUed by the City for that Measurement Period. "Agreement" is defined in the Preamble and includes all Attachments hereto (all of which are incorporated herein), as well as all amendments, restatements, supplements and other modifications hereto. "Applicable Law· means any statute, law, treaty, building codes, rule, regulation, ordinance, code, enactment, injunction, writ, order, decision, authorization, judgment decree, protocol, procedure or other legal or regulatory determination or restriction by a court or Governmental Authority or competent jurisdiction, as may be in effect at the time the Monitoring Services are undertaken.
"Applicable Permits" means alt permits, waivers, authorizations, or licenses issued or required to be issued by any Governmental Authority in connection with the Monitoring Services. "Assessment Work" means work required to assess the effect on EC Savings for any significant changes to the Facilities (including, but not limited to, building additions, new bulldrngs, and new or changed HVAC equipment). "Base Energy Rate· means the dollars per energy unit for each building and/or each ECM, set forth in the Savings Measurement and Verification Plan and used by Contractor to calculate the EC Savings. "Baseline· means the energy use established by Contractor from time to time (and accepted by the City Manager, which acceptance shall not unreasonably be withheld) for each building in the Facilities, taking into consideration Energy Use Factors for such buildings.
"Beneflclal Use" means when major new equipment and systems included in the Scope of Work of the Energy Savings Contract are properly installed, inspected, operational, and are being used for their intended purpose. "Business Day" means any calendar day other than a Friday, Saturday, a Sunday or a calendar day which the City recognizes as a public holiday.
"Certificate of Final Completion" means the certificate issued by Contractor to City pursuant to the Energy Services Contract, including the certification by the Parties that Contractor and City have inspected the Work and the Work is complete.
'City" is defined in the Preamble.
Item 1I - Page 12
·construction Period" means the period beginning with the first day of the month in which equipment is first installed at the Facilities under the Energy Services Contract and continuing until the Post-Construction Services Commencement Date.
"Dispute" is defined in ARTICLE 1414.
"EC Savings' means the savings in units of dollars ($) calculated by Contractor in the manner set forth in the Savings Measurement and Verification Plan, achieved through the reduction in consumption or demand through implementation of the Work.
"EMS' means an energy management system. "Energy Delivery Point" means, for each Generating Facility, the point at which Utility meter energy is being delivered, as designated in the Interconnection Agreement. "Energy Rate Factors" means factors identified by Contractor (and accepted by the City Manager, which acceptance shall not be unreasonably withheld) which may affect utility rates from the local utility companies. "Energy Savings Report" is defined in Section 4.04.
"Energy Savings Term" means the period beginning on the first day of the Construction Period and ending on the earlier of: (i) the day immediately preceding the fifth (5th) anniversary of the Post-Construction Services Commencement Date (unless extended pursuant to Section 4.0Ha}): (ii) the termination of this Agreement; (iii) the termination by City of the Savings Guarantee in accordance with Section 4.07; or (iv) the failure by the City to pay the M&V and Support Services Fee in accordance with Section 2.02. "Energy Services Contract" means the agreement made and entered into on 29 July 2013, by and between Chevron Energy Solutions Company, as predecessor-in-interest to ENGIE Services U.S. and the City of Palm Springs.
"Energy Unit Savings" means the savings in units of energy, power, water, etc., calculated by Contractor in the manner set forth in the Savings Measurement and Verification Plan, achieved through the reduction in consumption or demand through implementation of the Work.
"Energy Use Factors" means factors identified by Contractor (and accepted by the City Manager, which acceptance shall not unreasonably be withheld) which may affect the Baselines or energy use for the Facilities, including but not limited to: hours and levels of occupancy; adjustments in labor force; building use and operational procedures:
temperature, humidification, and ventilation levels; installed lighting and scheduled use; building construction and size; general level of repair and efficiency of heating and air conditioning equipment and other energy-using equipment; and amount of heating and air conditioning and other energy-using equipment. "Energy Use Savings· means, for any Measurement Period, those savings, having units of dollars ($), achieved for such Measurement Period through reductions in energy use, energy demand, water use, and the use of other commodities.
"ENGIE Services U.S." is defined in the Preamble. "Excess Savings" means the excess of EC Savings over Guaranteed Savings, calculated in the manner set forth in Section 4.0S(dl.
"Facilities or Facility" means one or more of the City-owned facilities described in ATTACHMENT A. "Final Completion" means when 100% of the engineering and construction Work as identified in the Scope of Work of the original Energy Services Contract has been completed by Contractor and accepted by the City Manager, including completion of all required training, and delivery to the City of the final documentation (as-built drawings, O&M Manuals and warranty documentation).
"Generating Facility" means the cogeneration facility located at Municipal Plant and includes all associated equipment that may be necessary to connect such facility to the applicable Energy Delivery Point. "Governmental Authority" means any federal, state, regional, town, county, city, municipal or local government agency, department or regulatory body having jurisdiction under Applicable Law over the matter in question. 'Guarantee Payment" means, for any Measurement Period, either: (i) a cash payment by Contractor to the City in an amount equal to the Guarantee Shortfall for that Measurement Period pursuant to Section 4.01(b}: or (ii) additional energy services or energy saving retrofits requested by the City with an agreed value equal to the Guarantee Shortfall for that Measurement Period pursuant to Section 4.01 (cl. 'Guarantee Shortfall" means an amount calculated in accordance with Section 4.09. "Guaranteed Savings" means, for any Measurement Period, the dollar amount set forth below for such Measurement Period, as the same may be adjusted from time to time by Contractor (and accepted by the City Item 1I - Page 13
Manager, which acceptance shall not unreasonably be withheld) for changes in Energy Rate Factors, Energy Use Factors and consequential revisions to the relevant Baseline:
Measurement Period Guaranteed Savings
1 $4,239,455
2 $5,157,944 (if extension option exercised)
"Interest" shall mean interest calculated at the lesser of (i) the prime rate plus two percent (2%) or (ii) the maximum rate permitted by Applicable Law. The "prime rate" shall be "Prime Rate• of interest per annum for domestic banks as published in The Wall Street Journal in the "Money Rates" section, or if such rate ceases to be published in The Wall Street Journal or The Wall Street Journal ceases publication, such other rate as agreed by the Parties. "IPMVP" means the International Performance Measurement and Verification Protocol prepared by Efficiency Valuation Organization.
"Measurement Period" means each five-year period following the Post-Construction Services Commencement Date.
"M&V and Support Services" means the measurement and verification and support services to be performed by Contractor in accordance with the terms and subject to the conditions of this Agreement. "M&V and Support Services Fee Credit" means a credit available to City in an amount equivalent to the first three (3) years of the first Measurement Period, consisting of the first annual fee otherwise payable of Six Hundred Seventy-Five Thousand Seven Hundred Dollars ($675,700.00), plus the second annual fee otherwise payable of Six Hundred Ninety-Five Thousand Nine Hundred Seventy-One Dollars ($695,971.00), plus the third annual fee otherwise payable of Seven Hundred Sixteen Thousand Eight Hundred Fifty Dollars and Thirteen Cents ($716,850.13), for the total amount of Two Million Eighty-Eight Thousand Five Hundred Twenty-One Dollars and Thirteen Cents ($2,088,521.13).
"M&V and Support Services Fee" means an annual fee payable in advance in quarterly installments by City to Contractor The annual fee for the first (1 ' 1) year of the first (1"1) Measurement Period shall be Six Hundred SeventyFive Thousand Seven Hundred Dollars ($675,700.00), and the quarterly installment for the first (1 51) year of the first (1M) Measurement Period shall be One Hundred Sixty-Eight Thousand Nine Hundred Twenty-Five Dollars ($168,925.00). The M&V and Support Services Fee shaa be increased annually thereafter at a rate of three percent (3%) per annum, each increase to be effective on the first day of each subsequent year of the Measurement Period.
The M&V and Support Services Fee for the first three (3) years of the first (1s1) Measurement Period shall be waived. "Party" and "Parties• are defined in the Preamble. "Post-Construction Services Commencement Date" means the first day of the month immediately following the later of (i) the full execution of this Agreement, and (ii) the execution of the Certificate of Final Completion by both Parties.
~Project Location· means that area or areas where the Work was completed for the Energy Services Contract. •Retalnage" means the Retainage (as defined In the Energy Services Contract) previously withheld by the City from payments made to predecessors-in-lnterest of Contractor in the amount of Nine Hundred Thirty-One Thousand Two Hundred Forty-Five Dollars and Forty-Nine Cents ($931,245.49). "Savings Measurement and Verification Plan~ means the methodofogies and calculations set forth in ARTICLE 4. which provides for the quantification of Energy Unit Savings. "SCAQMO" means South Coast Air QuaUty Management District. "Stipulated Non-Energy Savings" means. for any Measurement Period, those savings, having units of dollars ($), achieved for such Measurement Period through reductions in non-energy costs due to the implementation of the Work. Stipulated Non.Energy Savings shall be stipulated by the Parties and set forth in the Savings Measurement and Verification Plan.
"Substantial Completion" means the stage in the progress of the Work or portion of the Work, where the Work or portion of the Work is sufficiently complete In accordance with thlS Contract so that City can utilize and take beneficial use of the Work for its intended use or purpose. "Term" is defined in Section 2.07.
·work" means the work completed by Contractor pursuant to the Scope of Work of the original Energy Services Contract, subject to any Change Orders, and includes all design and engineering work and construction work.
Item 1I - Page 14
ARTICLE 2. COMPENSATION; TERM
Section 2.01 Maximum Contract Amount. For the Services rendered under this Agreement, Contractor shall be compensated by City in accordance with Section 2.02. Compensation for required services (excluding any optional services pursuant to Section 2.04) shall not exceed the maximum annual contract amount of Six Hundred Seventy Five Thousand Seven Hundred Dollars, ($675,700) (the "Maximum Contract Amount") with an annual escalation of three percent (3%), except as may be provided under Section 2.04. The Maximum Contract Amount shall include the attendance of Contractor at all Project meetings reasonably deemed necessary by the City. Contractor shall not be entitled to any increase in the Maximum Contract Amount for attending these meetings. Contractor accepts the risk that the scope of services identified in ARTICLE 3 may be more costly and/or time-consuming than Contractor anticipates, and that Contractor shall not be entitled to additional compensation for required (and not optional) services set forth in ARTICLE 3. The maximum amount of city's payment obligation under this Section 2.01 is the amount specified in this Agreement. If the City's maximum payment obligation is reached before the Contractor's services under this Agreement are completed, Contractor shall complete the Work and City shall not be liable for payment beyond the Maximum Contract Amount, in addition to compensation for any optional services pursuant to Section 2.04.
Section 2.02 M&V and Support Services Fee Invoicing and Payment. The M&V and Support Services Fee for the first three (3) years of the first (1 61) Measurement Period shall be waived in an amount equivalent to the M&V and Support Services Fee Credit, and the M&V and Support Services shall be provided by Contractor at no charge to City for such Measurement Periods. Commencing with the fourth (4th) year of the first (1 11) Measurement Period, the applicable M&V and Support Services Fee of Seven Hundred Thirty-Eight Thousand Three Hundred Fifty-Five Dollars and Sixty-Three Cents ($738,355.63) shall become due and payable, and Contractor shall invoice City for the quarterly installment of the applicable M&V and Support Services Fee in a lump sum on the first day of each quarter of the fourth (4111) year of the first (1'1) Measurement Period. Commencing with the fifth (51h) year of the first (1'1) Measurement Period, the applicable M&V and Support Services Fee of Seven Hundred Sixty Thousand Five Hundred Six Dollars and Thirty Cents ($760,506.30) shall become due and payable, and Contractor shall invoice City for the quarterly installment of the applicable M&V and Support Services Fee in a lump sum on the first day of each quarter of the fifth (Sill) year of the first (1'1) Measurement Period. City shall pay Contractor such quarterly installment of the applicable M&V and Support Services Fee, without any retention amount withheld, within forty-five (45) calendar days after its receipt of the corresponding invoice. A failure to timely approve and pay an invoice hereunder shall be a material default by City under this Agreement, unless the City gives Contractor prior written notice of its intent to terminate the Agreement in accordance with the provisions herein.
Section 2.03 Retalnage Invoicing and Payment. Upon execution of this Agreement, Contractor shall invoice City the Retainage which w~I be paid by City within forty-five (45) calendar days after its receipt.
Section 2.04 Optional Additional Services Fee Invoicing and Payment. If during the Term of this Agreement the City requires Optional Additional Services pursuant to Section 3.02(c), City shall be responsible for payment of the direct costs associated with the Optional Additional Services, and Contractor shall be entitled to additional compensation. Given the emergency nature anticipated with the occurrence of an event requiring the City's need for Optional Additional Services pursuant to Section 3.02(c), the Parties hereby agree that an initial authorization of compensation shall not exceed Twenty-Five Thousand Dollars ($25,000.00) for any such event without the prior written approval of the City Manager. Contractor will endeavor to provide City with an estimated cost of Optional Additional Services at the time requested by the City, followed by an itemized invoice accounting for all direct costs incurred by Contractor associated with the Optional Additional Services. City shall have an opportunity to review and approve the final itemfzed accounting of Optional Additional Services, whose approval shall not be unreasonable withhetd, and will pay Contractor within forty-five (45) calendar days after its approval. The total maximum annual amount authorized for Optional Additional Services shall not exceed Two Hundred Fifty Thousand Dollars ($250,000.00), unless otherwise app.roved by the City Council.
Section 2.05 Assessment Work Fee Invoicing and Payment. If during the Term of this Agreement the City provides written approval for performance of either required or optional Assessment Work pursuant to Section
4.02(f), City shall be responsible for payment of the direct costs associated with the Assessment Work, and Contractor shall be entitled to additional compensation as identified in the fee schedule included with the detailed written proposal for the Assessment Work provided by Contractor and approved by City. Upon commencement of Assessment Work to be performed by Contractor following City's written approval therefore, Contractor shall submit to the City for its review a monthly progress payment for Assessment Work services completed in the preceding month, and will pay Contractor each monthly progress payment within forty-five (45) calendar days after its approval.
Section 2.06 Interest.. Any amount not paid when due shall, from and after the due date, bear Interest.
Accrued and unpaid Interest on past due amounts (including Interest on past due Interest) shall be due and payable upon demand. The M&V and Support Services Fee is not refundable for any reason, unless the City gives Contractor prior written notice of its intent to terminate the Agreement in accordance with the provisions herein.
Section 2.07 Term. Unless earlier terminated under this Agreement, this Agreement shall continue in full Item 1I - Page 15
force and effect for a period of five (5) years commencing on the Post-Construction Services Commencement Date (the "Term"). At the sole discretion of the City, the Term may be extended for a period of five (5) years, (the "First Extension") by City providing written notice of its intention to exercise the First Extension to Contractor no later than One Hundred Eighty (180) days prior to the end of the Term. By mutual agreement of the Parties, the Term may be extended for a second period of five (5) years, (the ·second Extension"), by City providing wr~tten notice of its desire to exercise the Second Extension to Contractor no later than One Hundred Eighty (180) days prior to the end of the First Extension, and Contractor agreeing in writing to the Second Extension.
Section 2.08 Termination Prior to Expiration of Term. Following commencement of the fourth (4th) year of the first (1"1) Measurement Period, City may terminate this Agreement for its convenience at any time, without cause, in whole or in part, upon giving Contractor thirty (30) days written notice. Where termination is due to the fault of Contractor and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon such notice, City shall pay Contractor for services performed through the date of termination. Upon receipt of such notice, Contractor shall immediately cease all work under this Agreement, unless stated otherwise in the notice or by written authorization of the City Manager. After such notice, Contractor shall have no further claims against the City under this Agreement. Upon termination of the Agreement under this section, Contractor shall submit to the City an invoice for work and services performed prior to the date of termination. In no case will the Contractor be obligated to honor the Guaranteed Savings for partially completed Measurement Periods.
Section 2.09 Appropriations. This Agreement is subject to and contingent upon funds being appropriated by the City Council for each fiscal year covered by the Agreement. If such appropriations are not made, this Agreement shall automatically terminate without penalty to the City.
ARTICLE 3. POST-CONSTRUCTION SUPPORT SERVICES
Section 3.01 Energy Resource Manager. Contractor shall at its sole cost and expense employ or retain by sub-contract, and provide to City in accordance with this ARTICLE 3, an Energy Resource Manager (ERM) to provide professional services to City and its on-site cogeneration technicians and other staff, who will work in conjunction with Contractor's Energy Management Group to ensure that the Facilities are operating properly, and that the Energy Use Savings are realized. The ERM will focus on ensuring that equipment is turned off when not needed and will work with the City to investigate and resolve heating and cooling problems.
In addition, the ERM will have the time, opportunity, and in-depth knowledge of the Facilities that will facilitate ongoing recommendation for energy savings opportunities.
The ERM for this project will have the following duties and responslbilities:
(a) Municipal Cogeneration and Sunrise Central Plants
• Review, implement, and adjust controt strategies of the ptant on a monthly basis. • On a weekly basis, monitor and analyze the performance of the equipment Including cogeneration engines, chiflers, and other balance of plant equipment for optimization of operating sequences for energy savings.
• Assist the City in coordinating and managing system maintenance, storage of spare parts, and proper site safety procedures and programs.
• Troubleshoot and assess unplanned outages.
• Manage the maintenance contract at Municipal Central Plant to ensure proper and timely maintenance is being performed.
(b) Energy Management System
• Schedule all applicable city buildings on a weekly basis; review temperatures settings, digital inputs, weekly schedules, holiday and daytlght savings time changes. • Provide response and support for alarms that are reported by the system. • Assist the City with system re-commissioning, software patches, software version upgrades. and workstation support on an annual basis.
(c) Water Irrigation Control System
• Spot check, review, implement, and adjust control strategies of the irrigation control on a monthly basis.
• Notify City of any alarms or manual overrides ..
(d) During the Term of this Agreement, the ERM will be employed by Contractor full-time and furnished to the City 40 hours per week with the exception of holidays and Pafd Time Off. A minimum of 20 hours per week to be physically onsite.
Item 1I - Page 16
Section 3.02 Cogeneratlon Operations Support Services.
(a) Cogeneration Engine Continuous Monitoring. During the Term of this Agreement. Contractor shall provide continuous real-time monitoring and management of the cogeneration engine and its associated equipment at the Municipal Plant with a 2417/365 remote support staff available to provide technical support to the City's onsite cogeneration technicians and other staff during the City's normal business hours, ensuring the reliability and efficiency of the Municipal Plant. Alarming points to be continuously monitored include the following:
• Continuous Emissions Control System (GEMS) (NOx and CO, VOC emissions levels, Ammonia (NH3) slip) • Low jacket water pressure • High jacket water pressure • High charge temp (max) • High engine oil temp • Low engine oil pressure • Malfunction of engine cooling water pump
• Engine vibration
• PHWP1 high temp loop failure • PHWP1 low temp loop failure • PHWP2 high temp loop failure • PHWP2 low temp loop failure
Continuous monitoring and management of the cogeneration engine and its associated equipment Includes immediate dispatch by Contractor of contractors engaged by Contractor to be available to respond and provide technical support, or perform maintenance or make repairs to the cogeneration engine and its associated equipment at the Municipal Plant as may be required to maintain operation within its optimal parameters and SCAQMD regulations, outside of the City's normal business hours and/or when the City's on-site cogeneration technicians and/or other staff are not otherwise available. (b) SCAQMD Emissions Penalty & Variance Coverage. During the Term of this Agreement, Contractor shall monitor and evaluate emissions levels from the Continuous Emiss:ons Monitoring System (CEMS) for conformance with emissions levels identified in the applicable permits issued by SCAQMD for the cogeneration engine and its associated equipment at the Municipal Plant, (the "SCAQMD Permits•). and provide SCAQMD with all required emissions reports as otherwise required by the SCAQMO Permits. If any emissions exceedance occurs, Contractor will pay in full the penalty amount on behalf of City or reimbursed in full to City. If continued operation or maintenance of the cogeneration engine and its associated equipment at the Municipal Plant has caused or is likely to cause emissions levels to exceed levels authorized by the SCAQMD Permits, Contractor will: (1) furnish technical and legal support as necessary to prepare and file variance applications with SCAQMD; (2) arrange for attendance by its technical and legal support team at any meetings with SCAQMD staff and/or its Hearing Board in its consideration and review of variance applications: and (3) pay all related costs in securing variances for continued operation of the cogeneration engine and its associated equipment at the Municipal Plant in accordance with the SCAQMD Permits. In the event SCAQMD denies approval of a variance, Contractor, at its cost, will design and construct any such modifications to the cogeneration engine and its associated equipment at the Municipal Plant as may be required to obtain compliance with emission levels authorized by the SCAQMD Permits, subject to review, approval by SCAQMD, including approval by SCAQMD of modified permits for the cogeneration engine and its associated equipment at the Municipal Plant. Notwithstanding anything to the contrary in this Section 3.02(b), Contractor shall not be responsible for any emissions exceedances, variances or modifications to the cogeneration engine and associated equipment that result from or are required by a change in the SCAQMD standards that do not allow for grandfathering of such cogeneration engine and its associated equipment. (c) Cogeneration Engine Operation & Maintenance. During the Term of this Agreement. Contractor shall supplement the City's existing on-site cogeneration technicians and other staff, and provide full ·tum-key'' operation and maintenance services (both routine maintenance and any repairs, whether under warranty or outside of warranty) of the items listed in ATTACHMENT B Covered Equipment A diagram showing the location of Covered Equipment is incorporated herein as ATTACHMENT "B1 ". If the Covered Equipment faults, malfunctions, or experiences operation degradation due to its own causes, failed mechanical equipment will be repaired or replaced, defective parts will be furnished and replaced, required maintenance will be performed, and the Covered Equipment will be restored to its optimal operating parameters by Contractor at no cost to City.
If the Covered Equipment experiences a mechanical fault, malfunctions, or experiences performance degradation due to external factors (outside Contractor's direct control, subject to City's agreement as to the existence of such external factor beyond Contractor's direct control, whose approval will not be unreasonably withheld) such as vandalism, Force Majeure event, fuel availability, balance of plant equipment, electric grid events or deficiencies, or thermal load deficiencies, City will be responsible for restoring the Covered Equipment to optimal operating parameters with the City's on-site cogeneration technicians or other staff. Alternatively, if Item 1I - Page 17
the City's on-site cogeneration technicians or other staff are unable to restore the Covered Equipment to optimal operating parameters; or, a mechanical fault, malfunction, or performance degradation occurs outside of the City's normal business hours and cannot be immediately resolved with the City's on-site cogeneration technicians or other staff, the Covered Equipment will be restored to its optimal operating parameters by Contractor at the City's cost, (considered the "Optional Additional Services"). (i) Routine maintenance activities to be provided by Contractor will correspond with maintenance of the Covered Equipment in accordance with the manufacturer's specifications and requirements, and includes:
• Emissions testing
• Vibration analysis
• Oil changes • Annual alignment
• Coolant changes • Engine lubricating oil and generator grease supply • Engine lubricating oil sample kits & analysis
• Coolant & corrosion inhibitor supply, and coolant sample kits & analysis • Urea Procurement & Delivery
It is hereby acknowledged and agreed that excluded from the routine maintenance activities of the Covered Equipment to be provided by Contractor is the major overhaul of the cogeneration engine at the Municipal Plant to be scheduled in accordance with the manufacturer's recommendation occurring after 60,000 hours of operation. The City will be responsible for paying costs associated with this major overhaul.
(ii) Routine inspections and testing to be perfonned by Contractor on the Covered Equipment at appropriate engine intervals on the following components/functions in accordance with the manufacturer's specifications and requirements, and includes:
• Intake air, ignition system
• Diane panel • Cylinder heads • Fuel system • Heat exchangers • Thermo reactor • Oxidation catalyst • Lubrication & coolant systems • Cooling water pump
• Electrical generator • Flex coupling
• Turbocharger and batteries
• Continuous Emission Monitoring System (CEMS)
• Quarterly (CGA) CEMS • Annual RATA and voe testing
• Annual NH3 slip testing (SCR)
• Quarterly cylinder gas audits {CGA)
It is hereby acknowledged and agreed that the routine maintenance activities of the Covered Equipment to be provided by Contractor will not invalidate existing warranties. Contractor intends to use City's existing vendors, including Western Energy Systems. In the event Contractor changes vendors, ENGIE Services U.S. will provide City the opportunity to review and reasonably approve the new vendors. However, in no event will Contractor change a vendor that would otherwise invalidate an existing warranty, and will retain such vendors to the extent a warranty remains valid.
(d) Engine Control System Operation and Maintenance (PLC). The controls and automation associated with the successful operation of the cogeneration engine and its associated equipment at the Municipal Plant, specifically the PLC, shall be operated and maintained by Contractor, and includes:
• Site survey/field audit • Routine maintenance and software upgrades • Source and change control • Emergency support 2417 /365 • Control system documentation
Item 1I - Page 18
(e) Exclusions. During the Tenn of this Agreement, unless otherwise included under the scope of services of this Agreement pursuant to a written amendment to this Agreement approved by the Parties, "turn-key" operation and maintenance provided by Contractor will exclude the absorption chiller and related equipment in the balance of the Municipal Plant not otherwise identified as "Covered Equipment' and shown on ATTACHMENT "B", and includes the following excluded equipment (the "Excluded Equipment"):
• Chillers • Cooling towers
• Thennal Energy Storage (TES) tanks
• Boilers
• Valves not listed as Covered Equipment in Attachment B • Pumps (condenser and chilled water) • Fans (exhaust and makeup air) • Electrical panels, breakers and disconnects not listed as Covered Equipment in Attachment B Insofar as Contractor is not responsible for operation and maintenance of any of the above Excluded Equipment, to the extent that failure of any of the Covered Equipment has a direct effect on the City's optimal operation of any of the Excluded Equipment, upon notification by the City that such an effect has occurred, (subject to Contractor's review and approval, whose approval will not be unreasonably withheld), Contractor will provide, technical consultation from the Energy Resource Manager related to the Excluded Equipment as may be required to return the City's operation of the Excluded Equipment into optimal parameters. To the extent a failure of the Covered Equipment directly causes damage to the Excluded Equipment, and vice versa, the Party responsible for the equipment that failed will repair the damaged equipment. If the City's operation of the Excluded Equipment causes damage to the Covered Equipment, the Contractor will perform such repairs to the Covered Equipment as may be required, subject to payment as Optional Additional Services in accordance with Section 2.04.
ARTICLE 4. SAVINGS MEASUREMENT & VERIFICATION PLAN
Section 4.01 Guaranteed Savings.
(a) Savings Guarantee. In consideration of the payment of the M&V and Support Services Fee, and upon the terms and subject to the conditions set forth herein, Contractor warrants that the City will realize total EC Savings during the Energy Savings Term of not less than the total Guaranteed Savings (the "Savings Guarantee"), as the same may be adjusted from time to time for changes in Energy Rate Factors, Energy Use Factors and consequential revisions to the relevant Baseline. If a Guarantee Payment is made to City following the 1 •1 Measurement Period, City shall have the option to extend the Energy Savings Term for an additional five (5) year Measurement Period, provided that City can only exercise this option by delivering a written notice to Contractor not less than six (6) months prior to the end of the first (1SI) Measurement Period. (b) Guarantee Payment. For any Measurement Period in which there is a Guarantee Shortfall, Contractor shall pay to the City, within thirty (30) calendar days after the acceptance by the City of the Energy Savings Report for such Measurement Period, the Guarantee Payment for that Measurement Period. (c) Services or Retrofits in Lieu of Guarantee Payment. If in the judgment of the City, City would benefit from additional energy services or energy saving retrofits, City and Contractor may mutually agree that Contractor will provide such services or retrofits in lieu of the Guarantee Payment for such Measurement Period. For the purposes of this Contract, such services or retrofits will have a deemed value equal to the Guarantee Shortfall for that Measurement Period.
(d} Not used.
(e) Force Majeure. In the event that Contractor is delayed in, or prevented from, accurately calculating the actual EC Savings for any day of any Measurement Period by reason of any event of Force Majeure pursuant to ARTICLE 12, such circumstance shall not constitute a default, and Contractor shall be excused from performance under this ARTICLE 4 while such event of Force Majeure is continuing. During such Force Majeure event, Projected Energy Savings for the month(s) in which such Force Majeure is continuing shall be used in lieu of actual data; provided that if three (3) or more years of data are available for such month(s), the historical average of such data for such month(s) shall be used in lieu of Projected Energy Savings.
Section 4.02 Changes in Energy Use Factors.
(a) Adjustments to Baselines. Both Parties have an obligation to notify the other of any change in any Energy Use Factor which may negatively impact the EC Savings. The parties will document such notifications via a shared document accessible by both Parties with a description of the change, the name of the person observing the change, and the date observed. In addition, data collected by Contractor during or before the Energy Savings Tenn may indicate a change in the energy use pattern at the Facilities or any portion thereof and require a Item 1I - Page 19
change to one or more Baselines. Potential Baseline Adjustments that have been identified for each Measurement Year will be reviewed by both Parties on a quarterly basis to agree on whether adjustments to the baseline are warranted. Contractor wm determine the effect that any such change Will have on EC Savings and present to the City a written analysis of the effects of such changes. Contractor wm a1so recommend corresponding revisions to the Baselines and/or EC Savings subject to City's review and approval, whose approval will not be unreasonably withheld.
(b) Adjustments to Guaranteed Savings. If a change in any Energy Rate Factor or Energy Use Factor results in a reduction of EC Savings, then the Guaranteed Savings for the corresponding Measurement Period(s) will be decreased by the same amount. Contractor shall notify the City, in writing, of all such changes, subject to City's review and approval, whose approval will not be unreasonably withheld . (c) Changes to Facilities. City or Contractor may from time to time propose to make changes to the Facilities for the express purpose of increasing EC Savings or addressing Force Majeure events. It is agreed that these changes will only be made With the written consent of both Parties, which will not be unreasonably withheld.
The Baseline will not be adjusted to reflect any changes agreed to under this Section 4.02(c}. (d) Baseline Adjustment. If Contractor proposes changes to the Facifities that would not unreasonably interfere with the conduct of City's business or cause the City to incur additional costs, City may in its sole discretion consent to the changes, and In such event Contractor will recommend an adjustment to the Baseline upward by the amount of savings projected from the changes, subject to City's review and approval, whose approval will not be unreasonably withheld. City acknowledges that a baseline adjustment will be necessary to adjust for the lack of a viable hot water dFstribution system for the distribution of hot water from the Munfcipal Plant until such time as the distribution system is restored to proper operation by the City. (e) Projected Energy Savings. During the Energy Savings Term, when the ultimate effect of the Work on EC Savings cannot be accurately determined due to pending construction or changes to the Scope of Work, Projected Energy Savings for the Facilities will be used until the effect of the changes can be determined by Contractor
(f) Assessment Work. If, after the first Measurement Year, Contractor estimates that a Change in Energy Use Factor has occurred which will require more than 20 hours of engineering analysis to quantify; Contractor has the right to charge the City for Assessment Work deemed required by Contractor pursuant to this Section
4.02(0.. Before initiating required Assessment Work, Contractor will notify the City in writing of the reasons requiring the Assessment Work, and provide a detailed written proposal identifying the scope of work and direct costs associated with the required Assessment Work. The City will, Within forty-five (45) calendar days, give Contractor written approval to proceed or, alternatively, at no charge to Contractor, to stipulate that the Projected Energy Savings for the portion of the Facility in question be used for the purpose of meeting the Savings Guarantee for such Measurement Period and thereafter. If Contractor does not receive written approval within forty-five (45) calendar days, the Projected Energy Savings for the portion of the Facility in question will be used until such time as the City approves the required Assessment Work. City may also request optional Assessment Work for future projects related to the Facilities that may be undertaken by the City. As part of any request for optional Assessment Work, City will provide a clear definition of the requested scope, from which Contractor will evaluate and provide to City a detailed written proposal identifying the requested services to be furnished by Contractor or its subcontractors and consultants, and the fee for the requested services.
(g) Changes in Energy Use Factors. Regardless of when Changes in Energy Use Factors are reported or discovered, the impact of the change will be calculated back to the date when the change began to negatively impact EC Savings. The City agrees to supply Contractor in a timely manner with information that is requested by Contractor for the calculation of EC Savings.
(h) Changes in Savings Calculations. Any changes made by Contractor to the savings calculations shall be presented to the City Manager for approval in advance. The City Manager's approval of savings calculations shall not be unreasonably withheld. If the City Manager does not respond within sixteen (16) Business Days after receipt of revised savings calculations from Contractor, the savings calculations shall be deemed approved.
(i) Inspection of Facilities. The City agrees that Contractor shall have the right, with prior notice per the City's guidelines, to inspect the Facilities to determine if the City has consistently complied with its obligations as set forth above. In the event that any inspection discloses that the City has failed, on or prior to the date of such inspection, to be in compliance with any of its obligations, then the Guaranteed Savings shall be assumed to have been achieved for the portion of the Energy Savings Term during which such failure shall have existed.
Section 4.03 City Maintenance. The City will maintain (or cause to be maintained) all of its energy consuming equipment except the Covered Equipment, in accordance with the maintenance schedules and procedures recommended by the manufacturers of the relevant equipment. City will diligently effect repairs when unplanned Item 1I - Page 20
maintenance is required, particularly when it impacts the ability of the Covered Equipment to perform optimally. Pursuant to Section 3.02, Contractor will, on behalf of the City, maintain (or cause to be maintained} the Covered Equipment, in accordance with the maintenance schedules and procedures recommended by the manufacturers of the Covered Equipment.
Section 4.04 Energy Savings Report. Annually during the Energy Savings Term, Contractor shall submit to the City an energy savings report containing a precise calculation of the EC Savings during the applicable Measurement Period (an "Energy Savings Report"}. The Energy Savings Report shall be submitted within ninety (90) calendar days after receipt of all needed information for the year, unless additional information is needed to accurately calculate the EC Savings, in which case the City shall be notified of such a situation within the ninety (90) calendar-day period.
Section 4.05 On-Site Measurements. The City irrevocably grants to Contractor the right, during the Energy Savings Term, to monitor EC Savings and energy management performance by conducting on-site measurements, including, but not limited to, reading meters and installing and observing on-site monitoring equipment Contractor shall not exercise such right in a manner that unreasonably interferes with the business of City as conducted at the Facilities as of the date hereof. The City shall cooperate fully with the exercise of such right by Contractor pursuant to this Section 4.05. City shall further cooperate with Contractor's performance of the Savings Measurement and Verification Plan by providing utility information, changes in Energy Use Factors, and/or additional information as reasonably requested by Contractor.
Section 4.06 Internet Communication Path. To facilitate Contractor's monitoring of the Work, City shall, at City's expense, maintain an internet communication path between City's energy management system(s) and Contractor's systems.
Section 4.07 Termination of Guaranteed Savings. If (i) the City notifies Contractor in writing of its intent to terminate the Savings Guarantee, (ii) this Contract is terminated by Contractor for default by City or by City for any reason permitted by this Contract or (iii} the City is in default of any of its other obligations under this Agreement, or (iv) the first Measurement Period has been reconciled without a Guarantee Payment being paid to City, the obligation of Contractor to prepare and deliver the Energy Savings Report and to make a Guarantee Payment shall also be terminated. If such termination occurs on a date other than the last day of a Measurement Period, Contractor shall have no obligation to make a Guarantee Payment or prepare and deliver an Energy Savings Report for such Measurement Period.
Section 4.08 Calculations.
(a) Not used.
(b) Calculation of EC Savings. EC Savings for any Measurement Period will be equal to the sum, for such Measurement Period, of (i) the Energy Use Savings, plus (ii) the Stipulated Non-Energy Savings, in each case as adjusted for changes in Energy Use Factors during such Measurement Period. EC Savings achieved during the Construction Period shall be included in the EC Savings for the first Measurement Period. (c} Calculation of Energy Use Savings. Energy Use Savings shall be calculated by Contractor as the product of (i) the Energy Unit Savings multiplied by (ii) the greater of (a) the applicable Base Energy Rate or (b} the applicable Actual Energy Rate.
(d) Calculation of Excess Savings. From and after the Post-Construction Services Commencement Date, Excess Savings shall be calculated by Contractor as the difference, to the extent positive, between (i) the EC Savings for the relevant Measurement Period minus (ii) the Guaranteed Savings for such Measurement Period. During the Construction Period, Excess Savings will be calculated by Contractor in the manner set forth in the Savings Measurement and Verification Plan. For the avoidance of doubt, Excess Savings will not be reduced below zero.
Section 4.09 Calculation of Guarantee Shortfall. The Guarantee Shortfall, for any Measurement Period, shall be calculated by Contractor as the difference, to the extent positive, between (i) the Guaranteed Savings for such Measurement Period minus (ii) the sum of EC Savings for such Measurement Period.
Section 4.1 O Methodologies and Calculations.
The following details the methodologies and calculations to be used in determining the Energy Unit Savings under this Agreement.
Table 4.1-1 ECM M&V Option Matrix
Item 1I - Page 21
II Annual Electrlc Annual Gas Annual M&V Electric Water ECM Faclllty Gas Water Method Savings Rate Savings Rate Rate Savings (kWh) ($) (therms) ($) (ccf) ($) -·
L1, L 1-C: Lighting
Upgrades - Interior & City-Wide Option A 805,302 0.1500 - . . .
Exterior
L 1-A: Lighting Upgrades - Municipal OptionC 1,251,068 0.1129 Interior & Exterior - - . - L 1-B: Lighting Upgrades - Sunrise OptionC 254,972 0.0897 Interior & Exterior - - . - Municipal -
M1-A: Central Plant Import Option C 2,950,323 0.1129 (86,337) 0.5802 - - Cogeneralion Upgrade Municipal- Optionc (140,642) 0.0403 Export - - - .
M2-A: Energy
Management Control Municipal OptionC 475,968 0.1129 - . - - System
SunriseM1-B: Central Plant Import OptionC (2,128,856) 0.0897 344,081 0.6552 - - Upgrade Sunrise- Option C (282,814) 0.0375 . . Export - - M2-B: Energy Management Control Sunrise Option C 168,951 0.0897 . . - .
System
W1: Irrigation / Water
Management City-Wide Stipulated - - 144,604 0.8383 . -
(a) M&V Option A: This option allows for the energy savings to be predicted, measured, and agreed upon between the City and Contractor One-time measurements and stipulated parameters are used to quantify savings that a re stipulated for the term of the Contract.
1. Contractor will supply a one-time report to the City detailing the measurements and calculation of savings. If the calculated savings fall short of those expected, Contractor will have the opportunity to remedy the short fall and re-measure and calculate the results. Such work will be done at Contractor's expense and shall not be unreasonably denied by the City, as long as such work does not interfere with the City's use of the Facilities. These calculated savings will be defined as Energy Unit Savings and will be agreed to occur each year of each Measurement Period. During the Construction Period, the Energy Unit Savings will be calculated by adding the savings measured for the whole months between Substantial Completion or Beneficial Use of the ECM and the Post-Construction Services Commencement Date.
2. Scope of Work
The Energy Savings generated from the installation of the lighting ECMs shall be measured and verified using IPMVP Option A. These savings shall be measured and calculated by the following method. The reduction in units of electric demand (kW) from the installation of the lighting ECMs is to be measured directly using a calibrated true-RMS watt meter or stipulated based on the following parameters. Existing and to-be-installed fixture types shall be grouped project-wide, based on the type of fixture (i.e. type of lamp, number of lamps and ballast type) and the assumed wattage. All lamps without ballasts (incandescent), along with exit signs, shall be stipulated at their manufacturer's rated wattage. Groups of fixtures with ballasts shall be measured in the following manner. (i} For groups with 1000 or more fixtures, eight (8} or more instantaneous measurements of single fixtures or circuits containing only one type of fixture shall be taken. The average wattage per fixture shall be calculated and be the measured wattage for that fixture type. (ii) For groups with 500 or more fixtures but fewer than 1000, six (6) or more instantaneous measurements of single fixtures or circuits containing only one type of fixture shall be taken.
The average wattage per fixture shall be calculated and be the measured wattage for that fixture type.
Item 1I - Page 22
(iii) For groups with 100 or more fixtures but fewer than 500, four (4) or more instantaneous measurements of single fixtures or circuits containing only one type of fixture shall be taken.
The average wattage per fixture shall be calculated and be the measured wattage for that fixture type.
(iv) For groups with 99 or fewer fixtures or where measurements are not physically possible, the measured wattage shall be stipulated for that group to equal the wattage defined [n Tables
4.1-2 and 4.1-3, showing the existing fixture codes, quantities, and manufacturer's rated wattage for these type fixtures.
Table 4.1-2 Existing Interior/Exterior Lighting Fixture Quantities (Pre-M&V~
Tune Watts Qtv #to M&V
1L 6WEXIT 10 1 0
2L 7W CFL EXIT 14 2 0
1 L 25W lncand. 25 1 0
1 L 2&./1/ lncand. 26 1 0
1 L 3<NV lncand. 31 3 0
1L32WT8 31 3 0
1L 4' 34W T12 32 7 0
1 L 4CN,J lncand. 40 27 0
2L 2(N,J lncand. EXIT 40 3 0
1L32WCFL 40 16 0
1L 34WT12 43 133 4
1 L 45W lncand. 45 100 0
1 L 3' 3(N,J T12 46 8 0
1 L 5(N,J lncand. 50 440 0
2L2'W/I/T12 56 2 0
1 L 5&./1/ lncand. 56 1 0
2L4'32WT8 60 519 6
1 L 6<NV lncand. 60 114 0
1 L 65W lncand. 65 1025 0
2L 2' 34W T12 U 86 184 4
2L4'34WT12 72 468
1 L 75W lncand. 75 39 0
3L4' 32WT8 93 73 0
1L 9<NV lncand. 90 2 0 1L 70WHPS 95 22 0 1L 100W lncand. 100 41 0 2L6' 55WT8 122 1 0
3L4' 34WT12 115 35 0
3L 4' 4CN,J T12 93 8 0
4L8' 32WT8 118 18 4 4L4' 32WT8 118 33 0
2L 6(N,J lncand. 120 8 0
2L6'55WT8 122 1 0 2L8' 75WT12 168 15 0
1L 100W HPS 138 60 0
2L 6(N,J CFL. 123 26 0
4L4' 34WT12 144 200 4
1L 150WHPS 188 123 0
1 L 150W lncand. 150 6 0
2L 75W lncand. 150 7 0
4L 40W lncand. 160 4 0
2L8' 75WT12 168 15 0
6L4' 32WT8 175 3 0
1L 150WMH 190 58 0
2L 7<NVHPS 190 8 0
1L 175WMH 215 65 0
6L4' 34WT12 216 16 0
4L 60W lncand. 240 16 0
Item 1I - Page 23
Table 4.1-2 Existing Interior/Exterior Lighting Fixture Quantities (Pre-M&Vl
Tune Watts Qtv #to M&V
7L 4(],/IJ lncand. 280 4 0
1L 250WHPS 295 10 0 1L 300W lncand. 300 11 0
2l 150W lncand. 300 5 0
4l 75W lncand. 300 2 0
8L 42WCFL 336 4 0
2l 175W MH 430 17 0
1l 400W MH 458 360 6
Fixtures not scheduled for a retrofit.
NR - Skvliaht/Soiar Tube 0 3 0 NR - Self-Luminous EXIT 0 38 0 NR - 1l 3W LED EXIT 3 165 0
NR -1L 13W CFL 17 8 0
NR -1L 15W CFL 20 13 0
NR -1L 18W CFL 26 99 0
NR - 1L 18W lncand 26 30 0 NR · 2L 10W CFL 32 6 0 NR - 1 L 23W CFL-S 23 37 0 NR - 1 L 3' 25W TS 26 47 0 NR-1L 26W CFL 26 124 0 NR-2L 13W CFL 31 5 0
NR - 2L 18W CFL 45 29 0 NR - 1 L 40W CFL 46 3 0 NR - 1 L 42W CFL-S 42 3 0 NR - 1 L SOW lncand. 50 73 0 NR-1L 55WCFL 55 95 0 NR-1L 65W lncand. 65 65 0
NR - 2L 42W CFL 84 210 0 NR - 1L 90W lncand. 90 1 0 NR - 4l 23W CFL-S 92 1 0 NR-1L 70WMH 95 11 0
NR-1L 70WMV 93 9 0
NR - 1 L 1 Q(J,/IJ HPS 138 27 0
NR- 6L 15W CFL 102 11 0
NR - 2L 4' 54W TS 117 12 0
NR - 2L 60W lncand. 120 2 0
NR -1L 150W HPS 188 13 0
NR - 2L 70W HPS 190 156 0
NR - 4L 4' 54W TS 234 8 0 NR - 1 L 25(],/IJ HPS 295 27 0 NR - 8L 42W CFL 336 166 0 NR - 2L 20(],/IJ lncand. 400 1 0 NR - 1L 400W HPS 465 17 0 NR - 1L 500W lncand. 500 16 0 NR - 2L 400W HPS 930 2 0 NR - 2L 500W lncand. 1000 1 0 Total Qty 5879 24
Total Qtv to Retrofit 4342
Total ctv to M&V 1433
NR = No Retrofit
Table 4.1-3 Proposed Interior/Exterior Lighting Fixture Quantities IPost-M&Vl
TvDe Watts Qtv #to M&V
1L 3W LED 3 566 0
1L 5W LED 5 134 0
Item 1I - Page 24
Table 4.1 •3 Proposed Interior/Exterior Lighting Fixture Quantities (Post-M&V)
Tvne Watts Qtv #toM&V
1L 9WCFL-S 9 568 0
1L 13WCFL-S 13 68 0 1L 14WCFL-S 14 15 0 1L 16WCFL-S 16 315 0 1L 18WCFL-S 18 63 0 1 L 1 'iNV CFL-S 19 21 0
1L 4' 28W TS Low 22 137 4 1L 23WCFL-S 23 49 0
1L3' 25WT8 27 11 0
2L 13W CFL-S 26 7 0 2L 16W CFL-S 32 5 0
2L2' 17WT8 33 206 4
2L 18WCFL-S 34 1 0
4L 9WCFL-S 36 4 0
1L 37WLEO 37 30 0
2L 19WCFL-S 38 6 0
2L 4' 28W TS Low 42 1054 8
2L 23WCFL-S 46 5 0
1L 47WLED 47 60 0
2L4'28WT8 50 138 6
4L 13W CFL-S 52 1 0 4L 14W CFL-S 56 4 0
7L 9WCFL-S 63 4 0
3L 4' 28W TB Low 63 42 0
1L 68WCFL-S 68 11 0
4L 1'iNV CFL-S 76 2 0
1L 77W LEO 77 200 0
4L 4' 28W TB Low 84 154 4 4L4' 28W 99 22 0
1L 100WMH 128 63 0 1L 175WHPS 215 10 0
4L4' 54WT5 234 4 0
6L4' 54WT5 351 280 4
1L 320W MH 365 80 4
Fixtures not scheduled for a retrofit.
NR - Skvliaht/Solar Tube 0 3 0 NR - Self-Luminous EXIT 0 38 0 NR -1L 3W LED EXIT 3 165 0
NR -1L 13W CFL 17 8 0
NR - 1 L 15W CFL 20 13 0
NR - 1 L 17W CFL 16.5 3 0
NR - 1 L 18W CFL 26 99 0
NR - 1 L 18W lncand 26 30 0 NR - 2L 10W CFL 32 6 0
NR - 1 L 23W CFL-S 23 37 0
NR - 1 L 3' 25W TS 26 47 0
NR- 1L 26W CFL 26 124 0 NR- 2L 13W CFL 31 5 0
NR - 2L 18W CFL 45 29 0
NR - 1L 40W CFL 46 3 0
NR - 1 L 42W CFL-S 42 3 0
NR -1L SOW lncand. 50 73 0
NR-1L SOW LED 50 3 0 NR-1L 55W CFL 55 95 0
NR - 1 L 65W lncand. 65 65 0 NR - 2L 42W CFL 84 210 0 NR - 1 L 90W lncand. 90 1 0 Item 1I - Page 25
Table 4.1-3 Proposed Interior/Exterior Lighting Fixture Quantities (Post-M&V)
Tvoe Watts #toM&V
NR - 4L 23W CFL-S 92 1 0
NR-1L 70W MH 95 11 0
NR-1L70WMV 93 9 0
NR -1L 100W HPS 138 27 0 NR - 6L 15W CFL 102 11 0 NR - 2L 4' 54W TS 117 12 0 NR - 2L SOW lncand. 120 2 0 NR -1L 150W HPS 188 13 0
NR - 2L 70W HPS 190 156 0
NR - 4L 4' 54W TS 234 8 0
NR-1L 250W HPS 295 27 0
NR - BL 42W CFL 336 166 0
NR - 2L 200W lncand. 400 1 0
NR- 1L 400W HPS 465 17 0
NR - 1L 500W lncand. 500 16 0
NR - 2L 400W HPS 930 2 0 NR - 2L scow lncand. 1000 1 0
Total QtV 5879 28
Total Qty to Retrofit 4342
Total Qty to M&V 1969
NR = No Retrofit
3. The baseline energy consumption for each room will be the pre-retrofit measured (or stipulated) average fixture wattage multiplied by the Annual Hours for the area type. Post-retrofit energy consumption for each room will be the measured post-retrofit average fixture wattage multiplied by either the Annual Hours or the Annual Hours with Occupancy Sensor for the area type depending on whether or not an occupancy sensor was installed as part of the Scope of Work.
4. The annual unit consumption savings (kWh) for each room will be calculated by subtracting the post-retrofit annual energy consumption from the baseline annual energy consumption. Annual Hours and Annual Hours with Occupancy Sensor are stipulated in the Energy Services Contract by Building and summarized below in Table 4.1-4.
5. The Energy Unit Savings (kWh) shall be the sum of the calculated annual unit consumption savings for each retrofit.
Table 4.1-4: City of Palm Springs· City-Wide
LI hti H f O ti Table 4.1-4: Continued Ill na ourso ,pera on Annual Annual
Area Type Annual HOUN with Hours Occupancy
Sensor
Area Type Annual Hourawith Hours Occupancy
Sensor
AEROBICS 2500 2 000 NORTH ENTRANCE 4,000 NIA ALL LEVELS - PARKING 7,000 NIA NORTH WALL 4,000 NIA ASSEMBLY ROOM 1,500 1,200 OFFICE 1,500 1,200 ATRIUM 5,000 NIA Office - 24/7 8,760 7,008
AUDITORIUM 2,500 2,000 Office - Airport 4,500 3,600
BASEMENT - PARKING 7000 NIA
BASEMENT-STORAGE
OFFICE - COACHES 1 500 1 200
INACTIVE 500 400 OFFICE - INACTIVE 750 600
OFFICEBEDROOM - MEN 1,500 1,200 INTEROGATION 1,000 800 BEDROOM - WMN 1,500 1,200 BETWEEN CITY HALL &
Office· IT 3,500 2,800
ANNEX 4,000 NIA OFFICE- LAB 2,500 2,000
BLDG PERIMETER 4 000 NIA
BLDG PERIMETER -
Office - Librarv 2250 1 800
SOFFIT 4,000 NIA OFFICE - OPEN 7,000 5,600
BOXING RING 2000 1 600 Office - Restaurant 7,000 5,600
Item 1I - Page 26
Table 4.1-4: City of Palm Springs - City-Wide
I Table 4.1-4: Continued Lighting Hours of Qperat on
Annual
Area Type Annual Hours with Hours Occupancy
Sensor
Annual
Area Type Annual Hours with Hours Occupancy
Sensor
Break Room 4,000 3,200 OFFICE - RESTROOM 1,000 800
Breakroom 2,000 1,600 Office - Retail 7 000 5,600
CASHIER 3,500 2,800 Office - Security 2,250 1,800 CLASSROOM 2,250 1,800 CLASSROOM-COMPUTER OFFICE - SERVER 3,500 2 800 OFFICE - SERVER
LAB 3,000 2,400 ROOM 3,500 2 800
COFFEE SHOP 2,500 2,000 OFFICE - STORAGE 500 400 CONCESSIONS 1,000 800 OFFICE - TICKETS 750 600 Concourse - Airport 8 760 NIA Office - Work Room 7,000 5600 Conference 2,500 2,000 CONFERENCE - CITY OPEN AREA 3,500 NIA
COUNCIL 1,500 1,200 OPEN AREA - INACTIVE 1,000 NIA CONFERENCE ROOM 2,000 1 600 PARKING LOT 4000 NIA COURTYARD 4000 3,200 PATIO 4,000 N/A DINING AREA 2,500 2,000 PORCH 4,000 N/A
Dinina Room 2000 1,600 PRESS BOX 1,000 N/A Dorm Room 2,500 2,000 PRO SHOP 3,500 NIA DormitQrY 2,500 2,000 Restaurant 7 000 NIA DRESSING ROOM 1 500 1,200 Restroom 2,500 2000 EAST WALL 4,000 NIA RESTROOM - BOYS 2,500 2,000 ELEVATOR 8,760 NIA RESTROOM - GIRLS 2,500 2,000 ELEVATOR- NORTH 8760 NIA RESTROOM - INACTIVE 750 600
ENTRANCE 3500 NIA Restroom - Lockers 7 000 5600 ENTRANCE CANOPY 4,000 NIA RESTROOM - MEN 8,760 7,008 EXHIBIT HALL 1,000 NIA RESTROOM - MENS 4 500 3,600 Exterior 4000 NIA Restroom - Shower 3,500 2 800 FIRING RANGE BOOTH 1,000 800 RESTROOM - SINGLE 1,500 1,200 FIRING RANGE ENTRANCE 1 500 1 200 RESTROOM - UMPIRES 500 400 FITNESS ROOM 7,000 5,600
GALLERY - DISPLAY
RESTROOM - WMN 8,760 7,008
ROOM 1,000 800 Retail ShOIJ 7,000 N/A
GALLERY - ENTRANCE 1,000 NIA SHELTER 3 500 NIA GARAGE 4500 NIA Sho_Q_ 2,000 NIA Garage Bav 2,500 NIA SHOP - MAINTENANCE 3,500 NIA GYM - ENTRANCE 3,500 NIA SIGN 8 760 NIA
GYMNASIUM 3500 2 800 SOFFIT 4,000 NIA
HALLWAY 7,000 NIA SOUTH-TOP LEVEL 4,000 NIA HALLWAY - ALCOVE 7 000 NIA SOUTH WALL 4,000 NIA
SPOT LIGHT MOUNTED
HOLDING CELL 8,760 NIA ON STREET LIGHT 3000 NIA HOLDING CELL - BOOKING 8,760 NIA STAGE 1,000 NIA Kitchen 7,000 5,600 STAIRS 7 000 NIA KITCHEN 2 000 1 600 Stairway 8,760 NIA KITCHEN - INACTIVE 2 000 1,600 STORAGE 1,500 1,200 Library 3,000 2,400 STORAGE - ACTIVE 2,500 2,000 Livina Room 2 000 1 600 STORAGE - GOLF CART 3,000 2,400 Loading_ Dock 2,000 NIA STORAGE - INACTIVE 1,500 1,200 LOBBY 7000 NIA STORAGE - OPEN 2 000 1,600 Item 1I - Page 27
Table 4.1-4: City of Palm Springs. City-Wide Table 4.1-4: Continued LI 1a htl na H ourso f O ,pera ti on Annual Annual
Area Type Annual Hours with Houra Occupancy Area Type Annual Hourawlth Hours Occupancy Sensor Sensor STREET LIGHT WITH 2
Locked NIA NIA SPOTLIGHTS 4 000 NIA
STREET LIGHT WITH 3
Locker Room 2 000 1600 SPOT LIGHTS 4,000 NIA
STREET LIGHT WITH 4
LOCKER ROOM • MEN 1,000 800 SPOT LIGHTS 4 000 NIA
STREET LIGHT WITH
Locker Room - Showers 2 000 1 600 OUT SPOT LIGHT 4000 NIA TREE LIGHT WITH 1
LOCKER ROOM- STADIUM 500 400 LAMP 3,000 NIA
TREE LIGHT WITH 2
LOCKER ROOM - UMPIRES 500 400 LAMPS 3000 NIA
LOCKER ROOM - WMN 1 000 800 Vestibule 8,760 NIA LOCKER ROOM SHOWERS -MEN 1,500 1,200 Waiting Room 2,000 NIA
Lounge 4 000 3200 WAL'tQJVAY 4,000 NIA LOUNGE-BREAKROOM 1,500 1,200 WAL'tQJVAYS 4,000 NIA MARTIAL ARTS 1,500 1,200 WEIGHT ROOM 1,500 1,200
MECHANICAUELECTRICAL 1,500 1,200 WESTWALL 4000 NIA
MUL Tl-PURPOSE 3,000 2,400 WORKROOM 2,000 1,600
Multipurpose Room 2,500 2,000 Work Sho_Q 2,000 1,600
6. Post-retrofit measurements will be performed one time, after the retrofit is complete. Post-retrofit ECM performance is assumed to be consistent for the duration of the Energy Savings Term. (b) M&V Option C: Option C verification techniques calculate savfngs by comparing the post-retrofit overall energy use in a building or facility with pre-retrofit energy Baserines. This methodology captures all the savings under a particular meter and requires ongoing monitoring of the facilities.
1. The monthly Energy Unit Savings are calculated by subtracting the monthly post-retrofit consumption from the corresponding monthly Baseline consumption and presented in ongoing reports. During the Construction Period, Option C Energy Unit Savings will be calculated each month.
2. Scope of Work
Calculations:
Except for where Projected Savings are to be utilized as detailed in this contract, for each Facility's Baseline, Energy Unit Savings will be calculated by subtracting the post implementation current month's usage from the Baseline usage for that month. The specific equations for calculating the Energy Unit SavJngs are as follows (refer to Meter Matchup Table):
Baseline Usage - Current Usage = Energy Unit Savings
Current Usage= Total units (i.e. kWh, kW, ccf, therms, gals, etc.) from the automated metering system (checked annually against utility b~ls).
Baseline Usage: The Pre-Construction Period usage, as detailed below, revised from time-totime as detailed in this Contract.
Meter Match up Table
IMellne Post-Retrofit Commenta
Item 1I - Page 28
Meter Name
Municipal
PlantSCE
Import Meter
Municipal
Plant SCE
Export Meter
Municipal
Plant Main
Gas Meter
and Building
Gas Meters
Sunrise Plant
Automated
Import Meter
Sunrise Plant
Main Gas
Meter and
Building Gas
Meters
Units
kWh kWh
Therms
kWh
Therms
Loads Served MeterName Units Loads Served
All electric loads in plant, All electric loads in
all loads in Airport, plant, all loads in
Airport Fire Station, Airport, Airport Fire
Police Department, Municipal Plant Station, Police
Police Department Automated kWh Department, Police
Training, City Hall, City Import Meter Department Training, Yard and County Admin1 City Hall, City Yard and County Admin1 buildings. buildings.
Generation in excess of Municipal Plant Generation in excess Post-retrofit export consumption. Automated kWh of consumption. expected to be Export Meter nearly zero.
CCFwillbe
Municipal Plant converted to Therms
Automated CCF Cogeneralion Unit using
monthly
Cogeneration energy content
Meter values published by
gas utilitv.
Engine and Absorber, CCF will be Municipal Plant converted to Therms heating equipment Automated CCF Thermax Chiller, Hot using monthly serving heating loads in Absorber/Boiler Water Boilers. energy content Airport, Airport Fire Meter values published by Station, Police gas utility, Department, City Hall, CCF converted to and building gas meters. Airport CCF Domestic Hot Water Therms.
Airport Fire CCF Domestic Hot Water CCF converted to Therms.
City Hall CCF Domestic Hot Water CCF converted to Therms.
Police CCF Domestic Hot Water CCF converted to Department Therms.
All electric loads in plant, AU electric loads in
all loads in Leisure Sunrise Plant plant, all loads in
Center, Library, Pavilion, Automated kWh Leisure
Center, Library,
Pool, Skate Park, and Import Meter Pavilion, Pool, and
Stadium Facilities buildina aas meters
Engine, heating CCFwill be
equipment serving Sunrise Plant converted to Therms
heating loads in Leisure Automated CCF Hot Water Boilers using monthly Center, Library, Pavilion, Central Plant energy content Pool, and building gas Meter values published by meters gas utilitv
Leisure Center
C
CF Domestic Hot Water
C
CF converted to
Therms
Library CCF Domestic Hot Water CCF converted to
Therms
Pavilion CCF Domestic Hot Water CCF converted to Therms Pool CCF Domestic Hot Water
C
CF converted to
Therms
Stadium
CCF Domestic Hot Water CCF converted to Therms
(1) In the baseline energy data the kWh and gas consumption for the County Admm Building is zero. The building was unoccupied and unconditioned during the baseline period. (ii) In the baseline energy data the County Admin Building hot water and chilled water was disconnected ("valved-off') from the Municipal Central Plant. The County Admin Building has a dedicated heating and cooling system at the building; this will be used for future operation.
3. Baselines and Projected Savings:
Municipal Plant
Item 1I - Page 29
SCE Electric SCE Electtlc SCE Electrtc SCE Electrtc Natural Gu Natural Gas Import Export Export Month Usage Usage Projected Import BaseUne Projected Projected BaseHne Baseline (kWh) Savings Savings Savings JkWhl (kWh) (kWh! (Therma)1 (Thenns)
Jan 332,256 304.103 -15,672 -14 227 75,709 8,112
Feb 777,048 94,177 0 0 10,304 -2,510 Mar 672,168 612,093 -336 -159 38,426 -25,704 Apr 821 824 753,042 0 116 6,535 -51 369
May 885,728 813,335 0 324 4,554 -57,004
Jun 791,144 721,557 0 0 28,680 -38,380 Jul 1,056,576 933,302 0 0 6,747 -69,510 Aug 183,072 126,818 -8 048 -7,391 107,809 22,877
Sep 183 200 106,761 -11,296 -10,374 103,999 23 545
Oct 156,720 107,857 -23,032 -21, 153 100,184 23 301
Nov 112,280 90,904 0 523 99,698 31,066
Dec 14,688 13,411 -96,888 -88 300 115,845 49,239
Totals 5 986,704 4 677 359 -155 272 -140 642 698 490 -86_,_337 Sunrise Plant
ICE Electrlc SCE Electric ICE Electric SCE Electrtc Natural Gu Natural Gu Import Export Export Month Usage Usage Projected Import Baaellne Projected Buellne Projected Baullne Savings (kWh) Savings (kWh) Savings (Therms) (Therms) (kWh) JkWbl Jan 0 -121180 0 0 32,496 28,730
Feb 0 -168,363 0 0 33,453 28 331 Mar 176,359 -131 004 0 0 32,811 25,528 Apr 199,424 49207 0 0 7,776 1,786
May 158,818 -15,260 0 0 16,887 10,499
Jun 11,819 -106,583 -131,964 -125,366 56,752 46,330 Jul 898 -138,448 -150,850 -143,308 59,877 46 401 Aug 0 ·194 282 0 0 49,250 37,318
Sep 0 -174 345 0 0 41 ,190 33,565
Oct 0 ·158,400 0 0 33,235 30,021
Nov 0 ·137,073 0 0 30,794 29,183
Dec 0 -140,530 0 0 27,846 26 390
Totals 547,318 -1,436 261 -282,814 -268 673 422 367 344 081 (c) The Irrigation/Water Management stipulated savings are not fully substantiated with engineering calculations as of the date hereof. While a 30% savings estimate is reasonable given the present state and operation of the system, some validation of the savings will be provided in the form of short term billing analysis for the 12 meters with the highest estimated water savings, as those meters represent approximately 50% of the projected water savings. If this validation shows that the actual savings will be significantly different than the stipulated savings, the Parties will discuss in good faith an appropriate adjustment of the stipulated savings. (d) Stipulated Savings: When the cost, complexity, or uncertainty of savings measurements are high as compared to the projected savings, the City and Contractor may agree to stipulate the projected Energy Unit Savings as being achieved, without any measurements being taken.
1. For the Stipulated Option, the Energy Unit Savings presented as stipulated in Table 4.1-1 above will be agreed to occur each year of each Measurement Period. During the Construction Period, the Energy Unit Savings will be calculated by adding the savings projected for the whole months between Substantial Completion or Beneficial Use of the EC Measure and the M&V Commencement Date. (e) Base Energy Rates:
The Base Energy Rates are shown in Table 4.1-1, ECM M&V Option Matrix.
The Base Energy Rates listed above in Table 4.1-1 are to be increased each year on a cumulative basis by four percent (4%) beginning on the first anniversary of the M&V Commencement Date and continuing on the first day of each Measurement Year thereafter.
Item 1I - Page 30
ARTICLES. TERMINATION OF ENERGY SERVICES CONTRACT AND SETTLEMENT OF COGENERATION
FACILITY DISPUTE
5.01 Final Completion. As a condition precedent to this Agreement, Contractor warrants and represents that the entirety of the Work to be completed pursuant to the Energy Services Contract is fully complete in accordance with the Scope of Work contemplated by the Energy Services Contract. Accordingly, pursuant to Section 6.03 of the Energy Services Contract, Contractor has previously provided to City a written Certificate of Final Completion dated May 31, 2019, for the City's review and approval. Upon execution of this Agreement by both Parties, the City will execute and return the Certificate of Final Completion to Contractor, and the Scope of Work to be completed by Contractor pursuant to the Energy Services Contract shall be accepted. Contractor will furnish to City a Notice of Acceptance for its signature and recordation.
5.02 Release of Performance and Payment Bonds. Pursuant to Section 11. 04(b) of the Energy Services Contract, the City agrees that (i) no sooner than thirty-five (35) calendar days after recordation of the Not,ice of Acceptance, and no later than sixty (60) calendar days after the City's payment of the Retainage pursuant to Section
2.02, in accordance with California Public Contract Code§§ 20104.50 and/or 7107, the payment bond will be released and all obligations arising thereunder shall be terminated provided no legally submitted stop notices or other actions have been filed with City concerning disputed payments; and (ii) within one (1) year after recordation of the Notice of Acceptance, the performance bond, less any amounts for warranty claims, will be released and all obligations arising thereunder shall be terminated.
5.03 Termination of Energy Services Agreement. Upon the Post-Construction Services Commencement Date, the Energy Services Contract will be terminated and of no further force and effect, and the terms and conditions of this Agreement shall supersede the terms and conditions of the Energy Services Contract.
5.04 Settlement and Release of Claims. In consideration for the full and timely performance of all terms and conditions of this Agreement, each of the Parties for themselves and each of its respective affiliated, subsidiary, and/or successor companies, and/or governing boards, and all of their respective owners, officers, directors, partners, joint venturers, principals, shareholders, members, heirs, spouses, children, students, employees, teachers, facility personnel, vendors, agents, servants, trustees, trustors, beneficiaries, predecessors, successors, executors, administrators, assigns, affiliates, creditors, buyers, sellers, transferees, transferors, insurers, sureties, attorneys, experts and consultants, (collectively "Related Parties"), do hereby covenant not to sue each other or each other's respective Related Parties and, do fully and finally settle, release, acquit, and forever discharge each other and each other's Respective Parties from any and all claims, demands, liabilities, obligations, liens, debts, or causes of action, including all claims for express indemnity or implied equitable indemnity, whether known or unknown to the Parties herein, including all past, present and future claims, demands or liens imposed by attorneys or insurers, for injuries or damages sustained by the Parties arising out of or relating in any way to the disputes covered by the Tolling Agreement ("Release") prior to the date hereof.
5.05 SECTION 1542 WAIVER
Each Party understands it is possible, with regard to the claims released in Paragraph 5.02 above, by entering into this Agreement and the Release provided for herein, that unknown losses or claims exist or present losses may have been underestimated in amount or severity, and explicitly took that into account in determining the amount of consideration given in the making of this Agreement. Thus, with respect to such unknown claims or losses, each Party knowingly and voluntarily waives any and all rights under California Civil Code§ 1542, which provides:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING
PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF
EXECUTING THE RELEASE THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
It is hereby acknowledged and understood by the Parties that the foregoing waiver of California Civil Code section 1542 was separately bargained for, and shall be given full force and effect in accordance with each and all of the terms of this Agreement.
Section 5.06 No Admission of Liability. The Parties acknowledge and agree that this Agreement shall not in any way be construed as an admission by either Party as to fault, or liability as to any other Party, person, or entity.
This Agreement is solely for the compromise of disputed claims, and for the continuation of M&V and Support Services as provided herein for the Term of this Agreement.
Section 5.07 Public Records Act Disclosure. In the event that the City receives a request to inspect or copy this Agreement, or any portion of this Agreement pursuant to California's Public Records Act, the City shall notify Contractor within ten (10) days following receipt of such request. The City and Contractor shall exercise good faith efforts to determine whether all or any portion of this Agreement may be exempt from disclosure pursuant to the Act. In the event the City and Contractor cannot agree as to the disdosability of any or all of this Agreement, Contractor shall be Item 1I - Page 31
entitled to seek, at Contractor's sole cost and expense, a judicial detennination as to the disclosability of this Agreement, or any portion thereof.
ARTICLE 6. SUBCONTRACTORS
Section 6.01 Authority to Subcontract. Contractor may delegate its duties and perfonnance under this Agreement, and shall have the right to enter into agreements with any subcontractors and other service or material providers as Contractor shall select, with the approval of the City Manager, to perfonn the Work hereunder. Any subCOntract between Contractor and a subcontractor must be consistent with the provisions of this Agreement. Contractor shall not be required to enter into any subcontracts with parties whom Contractor has not selected or subcontractors whom Contractor has objection to using.
Section 6.02 Prompt Payment of Subcontractors. Contractor shall promptly pay, when due, all amounts payable for labor and materials furnished in the perfonnance of this Agreement so as to prevent any lien or other claim under any provision of the law from arising against any City property, against Contractor's rights to payments hereunder, or against City.
Section 6.03 Responsibility. Contractor shall, at all times, be responsible for the negligent acts, errors and/or omissions of its subcontractors and agents. Nothing in this Contract shall constitute any contractual relationship between any others and City or any obligation on the part of City to pay, or to be responsible for the payment of, any sums to any subcontractors. Contractor acknowledges and agrees that any agreement it may enter with any of its subcontractors who perfonn services for Contractor is an agreement solely between Contractor and its subcontractor. City will not have any liability whatsoever under any agreement Contractor enters into with any of its subcontractors who perform services or other work as may be required hereunder this Agreement.
ARTICLE 7. WARRANTY/LIMITATION OF LIABILITY
Section 7.01 Contractor warrants to City that material and equipment furnished under this Agreement will be of good quality and new, unless otherwise specifically required or permitted by this Agreement. Contractor further warrants that its workmanship provided hereunder, including its subCOntractors' workmanship, wm be free of material defects for a period of one (1) year from the date installed ("Contractor Warranty").
Sectjon 7.02 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 installation; and thereafter, Contractor will have no liability tor breach of any warranty or tor any latent or patent defect of any kind pursuant to California Code of Civil Procedure §§33 7 .15 and 338.
Section 7 .03 Equipment and material warranties that exceed the one ( 1) year Contractor Warranty period will be provided directly by the equipment and/or material manufacturers and such warranties will be assigned directly to City, after the one (1) year period. During the one (1) year Contractor Warranty period, Contractor will be City's agent in working with the equipment and material manufacturers in resoMng any equipment or material warranty issues. Other than for lamps and ballasts, any material defects that are discovered within the one (1) year Contractor Warranty period, Contractor, or Contractor's subcontractors, will correct its defects, and/or Contractor will work with the equipment or material manufacturer as City's agent to facilitate the manufacturer's correction of the equipment or material defect. Such warranty services will be perfonned in a timely manner and at the reasonable convenience of City. If a warranty issue arises on any equipment or material installed after the one (1) year Contractor Warranty period, and the equipment or material has a warranty period that exceeds one (1) year, Contractor will contact the manufacturer directly to resolve such warranty issues and City acknowledges that the manufacturer will have sole responsibility tor such issues.
Section 7.04 The warranties in this ARTICLE 7 expressly exclude any remedy for damage or defect caused by improper or inadequate maintenance of the installed equipment by service providers other than Contractor or its subcontractors, corrosion, erosion, deterioration, abuse, modifications or repairs not performed by an authorized subcontractor, improper use or operation, or normal wear and tear under nonnal usage.
EXCEPT FOR THE WARRANTIES PROVIDED IN THIS ARTICLE 7, CONTRACTOR MAKES NO OTHER 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 PARTI CULAR PURPOSE AND ANY IMPLIED WARRANTIES AGAINST INTELLECTUAL PROPERTY INFRINGEMENT. CITY WILL HAVE NO REMEDIES AGAINST EITHER CONTRACTOR OR ANY SUBCONTRACTOR OR VENDOR FOR ANY DEFECTIVE WORK INSTALLED EXCEPT FOR THE REPAIR OR REPLACEMENT OF SUCH EQUIPMENT IN ACCORDANCE WITH THE WARRANTIES INDICATED ABOVE. SPECIFICALLY, NEITHER CONTRACTOR, NOR CONTRACTOR'S SUBCON
TRACTORS OR VENDORS, WILL BE LIABLE TO CITY FOR LOSS
Item 1I - Page 32
OF PROFITS OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, HOWEVER CAUSED ANO ON ANY THEORY OF LIABILITY.
ARTICLE 8. INSURANCE
Section 8.01 Types of Insurance. Contractor shall procure and maintain, at its sole cost and expense, the insurance described below. The insurance shall be for the duration of this Agreement and includes any extensions, unless otherwise specified in this Agreement. The insurance shall be procured in a form and content satisfactory to City.
The insurance shall apply against claims whrch may arise from the Contractor's performance of Work under this Agreement, including Contractor's agents, representatives, or employees. In the event the City Manager determines that services to be performed under this Agreement creates an increased or decreased risk of loss to the City, Contractor agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the City Manager or his designee, Contractor shall immediately substitute any insurer whose A.M. Best rating drops below the levels specified in this Agreement. All insurance provided under this Agreement shall be on an occurrence basis. The minimum amount of insurance required shall' be as follows:
A. Workers' Compensation Insurance. Contractor shall obtain and maintain, in full force and effect throughout the term of this Agreement, workers' compensation insurance in at least the minimum statutory amounts, and in compliance with all other statutory requirements, as required by the State of California. Contractor agrees to waive and obtain endorsements from its workers' compensation insurer waiving subrogation rights under its workers' compensation insurance policy against the City and to require each of its subcontractors, if any, to do likewise under their workers' compensation insurance policies.
B. Commercial General Uability Insurance. Contractor shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of commercial general liability insurance written on a per occurrence basis with a combined single limit of at least one million dollars ($1,000,000.00) and two million dollars ($2,000,000.00) general aggregate for bodily injury and property damage including coverages for contractual liability, personal injury, independent contractors, broad form property damage, products and completed operations.
C. Business Automobile Insurance. Contractor shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of business automobile liability insurance written on a per occurrence basis with a single limit liability in the amount of one million dollars ($1,000,000.00) bodily injury and property damage.
The policy shall include coverage for owned, non-owned, leased, and hired cars.
D. Employer Liability Insurance. Contractor shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of employer liability insurance written on a per occurrence basis with a policy limit of at least one million dollars ($1,000,000.00) for bodily injury or disease.
Section 8.02 Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City Manager or his/her designee prior to commencing any work or services under this Agreement. Contractor guarantees payment of all deductibles and self-insured retentions. City reserves the right to reject deductibles or self-insured retentions in excess of $10,000, and the City Manager or his/her designee may require evidence of pending claims and claims history as well as evidence of Contractor's ability to pay claims for all deductible amounts and self-insured retentions proposed in excess of $10,000.
Section 8.03 Other Insurance Requirements. The following provisions shall apply to the insurance policies required of Contractor under this Agreement:
8.03(i) 8.03(ii) 8.03(iii)
For any claims related to this Agreement, Contractor's coverage shall be primary insurance with respect to the City and its officers, council members, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City and its officers, council members, officials, employees, agents, and volunteers shall be in excess of Contractor's insurance and shall not contribute with it.
Any failure to comply with reporting or other provisions of the polrcies. including breaches of warranties, shall not affect coverage provided to City and its officers, council members, officials, employees, agents, and volunteers.
All insurance coverage and limits provided by Contractor and available or appHcable to this Agreement are intended to apply to each insured, including additional insureds, against whom a claim is made or suit is brought to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations shall limit the application of such insurance coverage.
Item 1I - Page 33
8.03(iv} 8.03(v}
8.03(vi}
8.03(vii) 8.03(viii)
8.03 (ix) 8.03(X)
8.03(xi) 8.03(xii)
No required insurance coverages may include any limiting endorsement which substantially impairs the coverages set forth in this Agreement (e.g., elimination of contractual liability or reduction of discovery period), unless the endorsement has first been submitted to the City Manager and approved in writing.
Contractor agrees to require its insurer to modify insurance endorsements to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor'' (as opposed to being required) to comply with the requirements of the endorsements. Certificates of insurance will not be accepted in lieu of required endorsements, and submittal of certificates without required endorsements may delay commencement of the services. It is Contractor's obligation to ensure timely compliance with all insurance submittal requirements as provided in this Agreement.
Contractor agrees to ensure that subcontractors, and any other parties involved with the services provided to City pursuant to this Agreement, provide the same minimum insurance coverage required of Contractor. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Contractor agrees that upon request, all agreements with subcontractors and others engaged by Contractor will be submitted to the City for review.
Contractor acknowledges and agrees that any actual or alleged failure on the part of the City to inform Contractor of non-compliance with any insurance requirement in no way imposes any additional obligations on the City nor does it waive any rights in this or any other regard.
Contractor shall provide proof that policies of insurance required in this Agreement, expiring during the term of this Agreement, have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. Endorsements as required in this Agreement applicable to the renewing or new coverage shall be provided to City no later than ten (10) days prior to expiration of the lapsing coverage.
Requirements of specific insurance coverage features or limits contained in this section are not intended as limitations on coverage, fimits, or other requirements, or as a waiver of any coverage normally provided by any given poficy. 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 lfmiting or all-inclusive.
The requirements in this section supersede all other sections and provisions of this Agreement to the extent that any other sectton or provision conflicts with or impair the provisions of this section.
Contractor agrees to provide immediate notice to City of any claim or loss against Contractor arising out of the services performed under this Agreement and for any other claim or loss which may reduce the insurance available to pay claims arising out of this Agreement. City 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 City, or to reduce or dilute insuranc.e available for payment of potential claims.
Contractor agrees that the provisions of this section shall not be construed as limiting in any way the extent to which Contractor may be held responsible for the payment of damages resulting from Contractor's activities or the activities of any person or person for which Contractor is otherwise responsible.
Section 8.04 Sufficiency of Insurers, Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best's Key Rating of B++, Class VII, or better, unless such requirements are waived in writing by the City Manager or his designee due to unique circumstances.
Section 8.05 Verification of Coverage. Contractor shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, affecting all of the coverages required by this Agreement.
The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf.
All proof of insurance is to be received and approved by the City before work commences. City reserves the right to Item 1I - Page 34
require Contractor's insurers to provide complete, certified copies of all required insurance policies at any time.
Additional insured endorsements are not required for Workers' Compensation policies.
Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate:
1. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured ... " ("as respects City of Palm Springs Contract No._" or '1or any and all work performed with the City" may be included in this statement).
2. "This insurance is primary and non-contributory over any insurance or self-insurance the City may have ... " ("as respects City of Palm Springs Contract No._" or "for any and all work performed with the City" may be included in this statement).
3. "Should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, ·endeavor to' mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out.
4. Both the Workers' Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers.
In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies. All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Contractor's obligation to provide them.
ARTICLE 9. INDEMNIFICATION
Section 9.01 Indemnification and Reimbursement. To the fullest extent permitted by law, Contractor shall defend (at Contractor's sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including but not limited to Claims arising from injuries to or death of persons (Contractor's employees included), for damage to property, including property owned by City, from any violation of any federal, state, or local law or ordinance, and from errors and omissions committed by Contractor, its officers, employees, representatives, and agents, that arise out of or relate to Contractor's perlormance under this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the City, its elected officials, officers, employees, agents, and volunteers. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Contractor's indemnification obligation or other liability under this Agreement. Contractor's indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. This provision is intended for the benefit of third party Indemnified Parties not otherwise a party to this Agreement.
ARTICLE 10. REPORTS AND RECORDS
Section 10.01 Accounting Records. Contractor shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Contractor shall keep such books and records as shall be necessary to properly perform the Services required by this Agreement and to enable the City Manager, or designee, to evaluate the performance of such Services. The City Manager, or designee, shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records.
Section 10.02 Reports. Contractor shall periodically prepare and submit to the City Manager such reports concerning the performance of the Services required by this Agreement. or as the City Manager shall reasonably require.
Contractor acknowledges that the City is greatly concerned about the cost of the Work and Services to be performed under this Agreement. For this reason, Contractor agrees that Contractor shall promptly notify the City Manager the estimated increased or decreased cost if Contractor becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the contemplated Work or Services.
Item 1I - Page 35
Section 10.03 Ownership of Documents.
(a) Ownership: Except as expressly provided herein, City shall not, by virtue of this Agreement, acquire any rights or interest in any fonnulas, patterns, devices, software. inventions or processes, copyrights, patents, trade secrets, other intellectual property rights, or similar items of property which are or may be used in connection with the Work. Contractor shall own all inventions, improvements, technical data, models, processes, methods, and infonnation and all other work products developed or used in connection with the Work under this Agreement, including all intellectual property rights therein. (b) License: Solely in connection with the Facilities, Contractor grants to City a limited, perpetual, royalty-free, nontransferrable license for any Contractor intellectual property rights necessary for City to operate, maintain, and repair any modifications or additions to Facilities, or equipment delivered, as a result of the Work. (c) Ownership and Use of Instruments of Service. All work, services, data, reports, proposals, plans, specifications, flow sheets, drawings, and products of the Work (the "Instruments of Service") furnished directly or indirectly, in writing or otherwise, to City by Contractor under this Agreement will remain Contractor's property and will be used only in connection with work or services perfonned by Contractor. Contractor 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 City for future additions or alterations to the Project or for other projects, without the prior written agreement of Contractor. Any unauthorized use of the Instruments of Service will be at City's sole risk and without liability to Contractor. If City uses the Instruments of Service tor implementation purposes, including additions to or completion of the Project, without the written permission of Contractor, City agrees to waive and release, and indemnify and hold hannless, Contractor, its subcontractors, and their directors, employees, subcontractors, and agents from any and all losses associated with or resulting from such use.
Section 10.04 Release of Documents. AU drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of servlces under this Agreement shall not be released publicly without the prior written approval of the City Manager. All information gained by Contractor in the perfonnance of this Agreement shall be considered confidential and shall not be released by Contractor without City's prior written authorization.
Section 10.05 Audit and Inspection of Records. After receipt of reasonable notice and during the regular business hours of City, and to the extent the applicable services were not provided on a fixed price, lump sum basis.
Contractor shall provide City, or other agents of City, such access to Contractor's books, records, payroll documents, and facilities as City reasonably deems necessary to examine, copy, audit, and inspect all accounting books, records, work data, documents, and activities directly related to Contractor's performance under this Agreement. Contractor shall maintain such books, records, data, and documents in accordance with generally accepted accounting principles and shall clearly identify and make such items readily accessible to such parties during the tenn of this Agreement and for a period of three (3) years from the date of final payment by City hereunder.
ARTICLE 11. ENFORCEMENT OF AGREEMENT
Section 11.01 California Law and Venue. This Agreement shall be construed and interpreted both as to validity and as to perfonnance of the Parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such County, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action.
Section 11.02 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs.
Section 11.03 Default of Contractor. Contractor's failure to comply with any provision of this Agreement shall constitute a default.
A. If the City Manager, or his designee, determines that Contractor is in default in the performance of any of the tenns or conditions of this Agreement, he/she shall notify Contractor in writing of such default. Contractor shall have ten (10) days, or such longer period as may be reasonably necessary, to cure the default by rendering satisfactory Item 1I - Page 36
performance. In the event Contractor fails to cure its default within such period of time, City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice of any remedy to which City may be entitled at law, in equity, or under this Agreement. Contractor shall be liable for all reasonable costs incurred by City as a result of such default. Compliance with the provisions of this section shall not constitute a waiver of any City right to take legal action in the event that the dispute is not cured, provided that nothing shall limit City's right to terminate this Agreement without cause under Section 2.06 or Section 2.07.
B. If termination is due to the failure of the Contractor to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 8.3A, take over the work and prosecute the same to completion by contract or otherwise. Contractor shall be liable to the extent that the total cost for completion of the Services required hereunder exceeds the Maximum Contract Amount identified in Section 2.01 (provided that the City shall use reasonable efforts to mitigate such damages). The City may withhold any payments to the Contractor for the purpose of set-off or partial payment of the amounts owed the City as previously stated. The withholding or failure to withhold payments to Contractor shall not limit Contractor's liability for completion of the Services as provided in this Agreement.
Section 11.04 Waiver. No waiver ofany provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought. Any waiver by the Parties of any default or breach of any covenant, condition, or term contained in this Agreement, shall not be construed to be a waiver of any subsequent or other default or breach. nor shall failure by the Parties to require exact, full, and complete compliance with any of the covenants, conditions, or terms contained in this Agreement be construed as changing the terms of this Agreement in any manner or preventing the Parties from enforcing the full provisions.
Section 11.05 Rights and Remedies Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party.
Section 11.06 Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct, remedy or recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement.
Section 11.07 Attorney Fees. In the event any dispute between the Parties with respect to this Agreement results in litigation or any non-judicial proceeding, the prevailing Party shall be entitled, in addition to such other relief as may be granted, to recover from the non-prevailing Party all reasonable costs and expenses. These include but are not limited to reasonable attorney fees, expert contractor fees, court costs and all fees, costs, and expenses incurred in any appeal or in collection of any judgment entered in such proceeding. To the extent authorized by law, in the event of a dismissal by the plaintiff or petitioner of the litigation or non-judicial proceeding within thirty (30) days of the date set for trial or hearing, the other Party shall be deemed to be the prevailing Party in such litigation or proceeding.
ARTICLE 12. LIMITATION OF LIABILITY
The liability of a defaulting Party will be limited to direct. actual damages. Except as otherwise expressly set forth herein, 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 (other than the guaranteed savings as set forth in Article 4 of this Agreement).
ARTICLE 13. FORCE MAJEURE
The performance of the Services rendered under this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Contractor (financial inability excepted). Contractor shall notify the City Manager in writing of the causes of the delay. Unforeseeable causes include, but are not limited to, acts of God or of the public enemy, vandalism, labor or material shortages or unusual delays in delivery of equipment, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, similar cataclysmic occurrence, and/or acts of any governmental agency, including the City, a permitting agency or the local utility. Such circumstance will not constitute an Event of Default, and Contractor will be excused from performance hereunder and will not be liable to the City for or on account of any loss, damage, injury or expense resulting from, or arising out of, such delay or prevention of performance. In no event shall Contractor be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Contractor's sole remedy being extension of the Agreement under this section.
Item 1I - Page 37
ARTICLE 14. ALTERNATIVE DISPUTE RESOLUTION
If a dispute arises out of or relates to this Agreement, or the services contemplated by this Agreement (a "Dispute"), in the alternative of proceeding with legal action pursuant to Section 11.06 herein, either Party may, but is not required to, initiate the alternative dispute resolution process set forth in this ARTICLE 1414 by giving written notice to the other Party. Designated representatives for the Parties who have authority to settle the dispute and who are at a higher level of management than the persons with direct responsibility for administration of this Agreement, (the "senior executives"), will schedule and hold a senior management conference within thirty (30) calendar days after notice of the Dispute in an attempt to resolve the Dispute and any other identified disputes or any unresolved issues that may lead to a dispute. If the senior executives are unable to resolve a Dispute or if a senior management conference is not held within the time provided herein, either Party may submit the Dispute to mediation.
If the Dispute is not settled by senior management conference, the Parties will endeavor to settle the Dispute by mediation through Judicial Arbitration and Mediation Services (" JAMS"), pursuant to their rules. Mediation is a condition precedent to non-binding arbitration. Once one Party files a request for mediation with the other Party and with JAMS, the Parties agree to conclude the mediation within sixty (60) calendar days after filing the request. Either Party may terminate the mediation at any time after the first session, but the decision to terminate must be delivered in person by the Party's representative to the other Party's representative and the mediator.
If the Dispute is not resolved by mediation within sixty (60) calendar days after the date of filing of the request for mediation, then resolution of the Dispute may proceed to non-binding arbitration. Either Party may initiate non-binding arbitration proceedings by giving written notice to the other Party and to JAMS. The following provisions apply to all nonbinding arbitration proceedings pursuant to this ARTICLE 14: (i) the place of non-binding arbitration will be the JAMS office located in Ontario, California, or such other JAMS office closest to Palm Springs, California; (ii) one arbitrator will conduct the arbitral proceedings in accordance with JAMS's Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules, currently in effect ("Arbitration Rules") (to the extent of any conflicts between the Arbitration Rules and the provisions of this Agreement, the provisions of this Agreement prevail); (iii) the Parties will submit true copies of all documents considered relevant with their respective statement of claim or defense, and any counterclaim or reply (in the discretion of the arbitrator, the production of additional documents that are relevant and material to the determination of the Dispute may be required); (iv) the arbitrator does not have the power to award, and may not award, any punitive, indirect or consequential damages (however denominated); all arbitration fees and costs are to be shared equally by the parties, regardless of which Party prevails, and each Party will pay its own costs of legal representation and witness expenses; (v) the award must be in the form of a reasoned award; and (vi) the Dispute will be resolved as quickly as possible, and the arbitrator will endeavor to issue the arbitration award within six (6) months after the date on which the arbitration proceedings were commenced.
ARTICLE 15. CITY OFFICERS AND EMPLOYEES; NON-DISCRIMINATION Section 15.01 Non-llablllty of City Officers and Employees.. No officer or employee of the City shall be personally liable to the Contractor, or any successor-in-interest, In the event of any default or breach by the City or for any amount which may become due to the Contractor or to its successor, or for breach of any obligation of the tenns of this Agreement.
Section 15.02 Conflict of Interest. Contractor acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement nor shall Contractor enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one year thereafter. Contractor warrants that Contractor has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement.
Section 15.03 Covenant Against Discrimination. In connection with its performance under this Agreement, Contractor shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin (i.e. , place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a "prohibited basis"). Contractor shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City's lawful capacity to enter this Agreement, and in executing this Agreement, Contractor certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Contractor activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Contractor is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting.
Item 1I - Page 38
ARTICLE 16. MISCELLANEOUS PROVISIONS
Section 16.01 Patent and Copyright Infringement. To the fullest extent permissible under law, and in lieu of any other warranty by City or Contractor against patent or copyright infringement, statutory or otherwise:
A. It is agreed that Contractor shall defend at its expense any claim or suit against City on account of any allegation that any item furnished under this Agreement, or the normal use or sale arising out of the performance of this Agreement, infringes upon any presently existing U.S. letters patent or copyright and Contractor shall pay all costs and damages finally awarded in any such suit or claim, provided that Contractor is promptly notified in writing of the suit or claim and given authority, information and assistance at Contractor's expense for the defense of same, and provided such suit or claim arises out of, pertains to, or is related to the negligence, recklessness or willful misconduct of Contractor. However, Contractor will not indemnify City if the suit or claim results from: (1) City's alteration of a deliverable, such that City's alteration of such deliverable created the infringement upon any presently existing U.S. letters patent or copyright; or (2) the use of a deliverable in combination with other material not provided by Contractor when it is such use in combination which infringes upon an existing U.S. letters patent or copyright.
B. Contractor shall have sole control of the defense of any such claim or suit and all negotiations for settlement in the event City fails to cooperate in the defense of any suit or claim, provided, however, that such defense shall be at Contractor's expense. Contractor shall not be obligated to indemnify City under any settlement that is made without Contractor's consent, which shall not be unreasonably withheld. If the use or sale of such item is enjoined as a result of the suit or claim, Contractor, at no expense to City, shall obtain for City the right to use and sell the item, or shall substitute an equivalent item acceptable to City and extend this patent and copyright indemnity thereto.
Section 16.02 Notice.
Any notice, demand, request, consen~ approval, or communication that either party desires, or is required to give to the other party or any other person shall be in writing. All notices shall be personally delivered, sent by pre-paid First Class U.S. Mail, registered or certified mail, postage prepaid, return receipt requested, or delivered or sent by facsimile with attached evidence of completed transmission. All notices shall be deemed received upon the earlier of (i) the date of delivery to the address of the person to receive such notice if delivered personally or by messenger or overnight courier; (ii) five (5) business days after the date of posting by the United States Post Office if by mail; or (iii) when sent if given by facsimile. Any notice, request, demand, direction, or other communication sent by facsimile must be confirmed within forty-eight (48) hours by letter mailed or delivered. Other forms of electronic transmission such as e-mails, text messages, and instant messages are not acceptable manners of notice required hereunder. Notices or other communications shall be addressed as follows:
TO ENGIE SERVICES U.S.:
With a COPY TO:
TO CITY:
ENGIE Services U.S.
12980 Foster Street, Suite 400
Overland Park, KS 66213
Attention: Marilyn Cerra
ENGIE Services U.S.
500 12th Street, Suite 300
Oakland, CA 94607
Tel: 415.735.9103
Attention: Contract Administrator
City of Palm Springs
3200 Tahquitz Canyon Way
Palm Springs, CA 92263-2743
Tel: 760.323.8350
Attention: City Manager
Section 16.03 Integrated Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all prior negotiations, arrangements, agreements, representations, and understandings, if any, made by or among the Parties with respect to the subject matter in this Agreement.
Section 16.04 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement by all Parties.
Section 16.05 Severablllty. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. If any provision of this Agreement shall be determined to be invalid by a final judgment or decree of a court of competent jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the reminder of that provision, or the remaining provisions of this Agreement unless the invalid provision is so material that its invalidity deprives either Party of the basic benefit of Item 1I - Page 39
their bargain or renders this Agreement meaningless.
Section 16.06 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties' successors and assignees.
Section 16.07 Third Party Beneficiary. Except as may be expressly provided for in this Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as a third-party beneficiary or otherwise, upon any entity or person not a party to this Agreement.
Section 16.08 Recitals. The above-referenced Recitals are hereby incorporated into the Agreement as though fully set forth in this Agreement and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same.
Section 16.09 Corporate Authority. Each of the undersigned represents and warrants that (i) the Party for which he or she is executing this Agreement is duly authorized and existing, (ii) he or she is duly authorized to execute and deliver this Agreement on behalf of the Party for which he or she is signing, (iii) by so executing this Agreement, the Party for which he or she is signing is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which the Party for which he or she is signing is bound.
Section 16.10 Counterparts. This Agreement may be executed in counterpart (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which taken together shall constitute a single contract.
END OF AGREEMENT
SIGNATURES ON NEXT PAGE
Item 1I - Page 40
IN WITNESS WHEREOF, and intending to be legally bound, the Parties hereto subscribe their names to this Agreement by their duly authorized officers on the date first above written.
APPROVED BY THE CITY COUNCIL:
Date _____._l-___._.h"----"V_-___ zo~
Agreement No. ~tj'] Q
APPROVED BY CllY COUNCIL
4 15
APPROVED AS TO FORM:
By q ~~Gy~ amnger,
City Attorney
4 ~ Marcus L. Fuller, P.E., P.L.S.
Assistant City Manager/City Engineer
Item 1I - Page 41
CONTRACTOR
Titre:
Firm/Company Name
Post Construction Services Agreement
City of Palm Springs and ENGIE Services U.S.
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. (This Agreement must be signed in the above
space by one having authority to bind the
Contractor to the terms of the Agreement.)
(This Agreement must be signed in the above
space by one having authority to bind the
Contractor to the terms of the Agreement.)
State of State of _____ __._ County of _______ _...ss County of _______ _...s. s On _________________ onc..-_______________ _
before me, before me, _____________ _
personally appeared personally appeared __________ _
who proved to me on the basis of satisfactory who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and is/are subscribed to the within instrument and acknowledged to me that he/she/they executed acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), the same in his/her/their authorized capacity(ies), and that by his/her/their signatures(s) on the and that by his/her/their signatures(s) on the instrument the person(s). or the entity upon behalf instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the of which the person(s) acted, executed the instrument.
I certify under PENAL TY OF PERJURY under the
laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Notary Signature:
Notary Seal:
instrument.
I certify under PENAL TY OF PERJURY under the
laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Notary Signature:
Notary Seal:
Item 1I - Page 42
CALIFORNIA CERTIFICATE OF ACKNOWLEDGMENT
•'Clllfl.1°"""'-"'&(0.....,._IOL¥l,.1U.""°""'-ll><,MIJll"'-•.....,_IC......,1"'1.•-l-.. l'"'-•-f""""''"'M.f.-.t0CoNlNrN:..-.1«-..--.. ,_1°'"""'NT0<,.-.t«,,wlil"ll(•-l-.. tl(.__IOl:,M,INll,Cl'M;l,ll\.tDC.MIMl(""°""-llX.,l,lf"r""---l~••"',--·-.. ,.,""'-"11.f-"l.&(.._IIICMf<,IU.1M'.l-.i~ .. ,a,;,_1tJO:,U'lkl :
1 ,-----------------------~ i I A notary public or other officer completing this certificate verifies only the identiW of t • the ind1v1dual who signed the document to which this certificate is attached, and not 1 the truthfulness, accuracy, or validity of that document. i !
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State of California
Countyof l-05 ~ )KJ;,
On ~'\be( W1 2.0lq before me, ---1.....:?:.:....+i~-----!ILl!~....L.....!:::-i..+--.!...._~ ~~.:'....!!...l.;L!C.. :=:...___ personally appeared __ ,_J _,, 'Q._,_Nv-=--~""'-'-' ¾c=--'-()---'------,Jxo ...,.... ......... \0....._Y\-+-_ _____ ____ ___ _ who proved to me on the basis of satisfactory evidence to be the person(;) whose name(,1 is!ar/c subscribed to the within instrument and acknowledged to me that he/sh//tMy executed the same in his/hitr/t~ir authorized capacity(~, and that by his/h¥/th/ir signature(¢ on the instrument the person(~, or the entity upon behalf of whict'l the person~ acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
(Seal)
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Although the information 1n this section i s not required by law, it could prevent fraudulent removal and reattachment of t his acknowledgment to an unauthorized document and may prove useful to person~ relying on the attached document.
Description of Attached Document
-----------
The preceding Certificate of Acknowledgment is attached to a document titled/for the purpose of rM U~vt)O~(V(ct,S ~ -f'(U~
\l '1 · <i bl I£~ · '<di .
_ _ pages, and dated ~ '\\te,( ~'O , UJ\, '1
The signer(s) capacity or authority is/are as:
0 lndividual(s) 0 Attorney-in-Fact \ { f
jJ Corporate Officer(s) ____,V....., \p'----" ~-0--1::t: .__,Q'-'Y"'~o.c..::~ -=-' ,-.o~(L~ Q~f\"""'~'--__ _ s::.::N~ eJ!Ol•)L)
0 Guardian/Conservator 0 Partner • Limited/General 0 Trustee(s) 0 Other:
representin_g_: -:-~-=---. · -.u;- --=___,,.. 5?<,_vfw V · .:thL .
Name(s) of Person(s) or Entily(ies) Signer is Represenun.2_ I Additional Information
Method of Signer Identification
Proved to me on the basis of satisfactory evidence:
0 fo1m(s) of identification O cred ible witness(es)
Notarial event is detailed in notary journal on:
Page # Entry #
Notary contact: __________ _
Other
0 Additional Signer(s) 0 Signer(s) Thumbprint(s)
D
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c, Copyright 2007-2016 Notary Rotary, Inc. PO Box 41400, Des Moines, IA S03I1 ·0S07 A'I Rights Reserved. Item Number I 01772. Please contact your Aulhor,zed Reseller to purchase copies of this form Item 1I - Page 43
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 4Ylll B 3 8 0 3 3 i i l J J l J • 2 B B e !ZN l J l J i l l • l ! ! 2 2 8 B L E E h l SIS ITT 11 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
State of California
County of A JC\ n:,e.d } On t=°Jal n ·' :>Q .:> 0 before me, _.._J....;;:..i...;;.· n...;...._ct.:....;;.a. .......... =-..&...l,l"-P-->-..L....,;;....;;.-,....:.... /V---:io~-r~ (.'y Date y-J J Here Insert Name an Tit'": the Officer U b J ; c,.... personally appeared YQ t./ Soha I v
. Name(s) of Signer(s(
.t
who proved to me on the basis of saUsfactory evidenc to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their slgnature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the Instrument.
Place Notary Seal and/or Stamp Above
I certify under PENAL TY OF PERJURY under the
laws of the State of California that the foregoing
paragraph Is true and correct.
WITNESS my hand and official seal.
Signat~tl (~
Signa/ure of Notary Public
OPTIONAL
Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.
Description of Attached Document
Title or Type of Document:tl?o~J ~C UGJ: ta a Zr:::\/[C.C::..$ A~entJ,::'J Document Date: D e, CGrn ve:;;: = '3Q~Mg Number of Pages '3 g Signer(s) Other Than Named Above: .;; at'.:l.Q.-::t_f1._dr...a 6,...., a N n Capaclty(les) Cl.ed by Slgner(s)
Signer's Name: 6--''1 &1} A::lh.1:i~ Signer's Name: ___________ _ )(corporate Officer - TitieTsi\lP~O=) AJ Corporate Officer - Title(s): ______ _ o Partner - o Limited • General '..,:.;'• Partner - • Limited • General o Individual • Attorney in Fact • Individual • Attorney in Fact • Trustee • Guardian of Conservator • Trustee • Guardian of Conservator D Other: ------,...------.- -....,.....__,,,-- D Other:
Signer is Representin§l ;iect/4'~ Signer is Representing: ________ _ ru g ii Be Mo l: : lE : j 11 .. rn • l!'lil®ll JOO@}(! j nw E, !:ml8&i na : j - : j as e: J J as 6 a,._ 0 2017 National Notary Association
Item 1I - Page 44
Location
Munlcloal Plant -
Airport - All facilities Airport Fire Station #2
City Hall City Yard
Police Deot & Trainina Center
Sunrise Plant .. a
Leisure Center
Main Library
Pavilion Pool
Stadium
All Other Cltv Facilities -
Baristo Park
Convention Center
Desert Arts Center
Desert Highland Park Desert Wellness Park Demuth Park Downtown Parking Structure Downtown/ Palm Canyon Dr Everybody's Village Francis Stevens Park Fire Station #1 Fire Station #3
Fire Station #4
Jaycee Frey (Sheller)
Palm Springs Boxing Club
Palm
Canyon Theater
Ruth Hardy Park
Sunrise Park
Tahquitz Creek Golf Course Taxi Holding Building
Train Station
Victoria Park
Wastewater Treat Plant Admin.
Y
MCA
Misc. Medians and Roads
ATTACHMENT A
PROJECT LOCATIONS
ECM M1-A,
Area Sq ECML1, A, M2-A:
Ft B, l2: Municipal lighting Plant Cogen
& EMS
402085 236,098 X X
19,609 X X
31,963 X X
43,780 X X
53680 X X 87883 - .
15,155 X
33,920 X
20,200 X
39,248 X
16,906 X
544 098
n/a
264,479 X
5,073 X
n/a n/a
4,774 X
124,251 X
nta l(
13,199 l(
n/a
5,364 X
5,807 X
4,608 )(
3,617 )(
2,095 )I
15,100 )I
684
n/a
26,210 X
1,990 X 1,483 X
684
5,467 X
21,431 X
nta X
ECM M1-B,
M2-B: ECM W1:
Sunrise Plant Irrigation
& EMS
X X
--
X
X X X X
-
X
X
)I
X X X
X
l(
X
X
Item 1I - Page 45
QTY
2 1
2 1
2 1 1 1 1 1 1 1
3 3
1 3
1 2
1 1 1 1
1 1
ATTACHMENT B
COVERED EQUIPMENT
ITEM DECRIPTION
PHWP 1 &2 HIGH TEMPERATURE HOT WATER PUMPS PHWP 1 & 2 CONTROLLER VFD / STARTER PUMP CONTROL PHWP 3 &4 LOW TEMPERTURE HOT WATER PUMP PHWP 3 & 4 CONTROLLER VFO / STARTER PUMP CONTROL HX 1&2 HEAT EXCHANGERS PRIMARY HOT WATER SIDE ONLY PRIMARY HOT WATER LOOP CHEMICAL CHEMICAL TREATMENT EQUIPMENT ANO CHEMICALS FOR
TREATMENT PRIMARY HOT WATER LOOP ONLY - CITY COVERS SE CON DARY SIDE
Engine oil DELIVERY, INSTALLATION, REMOVAL, DISPOSAL-CITY TO OBTAIN EPA WASTE GENERATOR NUMBER. CITY TO PAY FOR
DISPOSAL OF STOCKPILED WASTE OIL AS OF CONTRACT DATE.
EG-1 COGENERATION ENGINE DIANE PANEL CONTROLLER FOR ENGINE OPERATION/ SOFTWARE PLC (CP-1) & ALL ASSOCIATED ENGINE INTERFACE FOR DIANE CONTROLLER/ PLC SOFTWARE ONLY
RELATED SENSORS & ACTUATORS
CB (LOCATED IN GMS 480V PANEL) TRANSFER INTERLOCK CIRCUIT BREAKER FOR ENGINE
SCR CONTROLLER CONTROLLER FOR EMISSIONS SCR CATALYSTS SCR CATALYSTS/ LOCATED IN MEZZANINE
OXIDATION CATALYSTS OXIDATION CATALYSTS/ LOCATED IN MEZZANINE
EMISSIONS CONTINUOUS REPORTING DEVICE FOR ENGINE EMISSION MONITORING SYSTEM (CMS)
GAS CYCUNOERS CAUBRATION GAS FOR CMS CONTROLLER
UREA REACTANT UREA FOR EMISSION REDUCTION UREA PUMPS TRANSFER DEVICE FOR UREA (REACTANT BOOSTER PUMPS) UREA PUMP CONTROLLER REACTANT CONTROL CV-20 CONTROL VALVE CV-14 CONTROL VALVE CV-15 WAX VALVE CV-17 CONTROL VALVE
ENERGENIUS BATTERY CHARGER
Item 1I - Page 46
0 •
ATTACHMENT 81
COVERED EQUIPMENT DIAGRAM
1@11 1@}1{
l@li
1/
Item 1I - Page 47
ATTACHMENT C
STANDARDS OF OCCUPANCY AND CONTROL
The following standards are a guideline used to evaluate the energy conservation measures in this program. It is understood that existing and installed equipment may not allow for exact times and temperatures to be met, but every effort will be made to meet the below standards as closely as the equipment allows.
Existing Proposed
Occupied Heating Cooling Occupied Heating Cooling Building/ HVAC Occupied/ Occupied/ HVAC Occupied/ Occupied/ Area Served Schedule Unoccupied Unoccupied Schedule Unoccupied Unoccupied Temperature Temperature Temperatures Temperatures Mon-Fri: 24 Mon-Fri: 24
Airport hrs/day 72° 74° hrs/day 720 74° Sat-Sun: 24 Sat-Sun: 24 hrs/day hrs/day
Mon-Fri: 24 Mon-Fri: 07:00 Airport Fire hrs/day 68° 74° - 18:00 68°/55° 74°/85° Station (MZ-1) Sat-Sun: 24 Sat-Sun: Off hrs/dav Mon-Fri: 24 Mon-Fri: 24
Airport Fire hrs/day ea· 74° hrs/day 68° 74° Station (MZ-2) Sat-Sun: 24 Sat-Sun: 24 hrs/day hrs/day
Mon-Fri: 07:00 - Mon-Fri: 07:00
City Hall 19:00 es· 74° - 19:00 sa0 t55° 74°/85°
Sat/Sun: Off Sat/Sun: Off
Wed: 17:00- Wed: 17:00-
City Hall (MZ- 24:00 es• 74° 24:00 68°t55° 74•190• 2) All other times: All other times:
Off Off
Mon-Fri: 24 Mon-Fri: 06:00
Leisure Center hrs/day 68" 74° - 22:00 aa•,55° 74°/90· Sat-Sun: 24 Sat/Sun: 08:00 hrs/dav -20:00
Mon-Sat: 07:00 Mon-Sat:
Library - 22:00 ea· 74° 07:00 - 22:00 68°/55° 74°1s5•
Sun: Off Sun: Off
Mon-Fri: 24 Mon•Fri: 06:00
Pavilion hrs/day ea· 74• - 22:00 68°/55° 74°/90° Sat-Sun: 24 Sat/Sun: 08:00 hrs/dav - 20:00
Police Mon-Fri: 24 Mon-Fri: 07:00
Department hrs/day ea· 74° - 19;00 68°/55° 14•1a5• Sat-Sun: 24 (AH-1 & AH-4) hrs/dav Sat/Sun: Off Police Mon-Fri: 24 Mon-Fri: 24 Department hrs/day 68° 74• hrs/day 68° 74° Sat-Sun: 24 Sat-Sun: 24 (AH-2 & AH-3) hrs/day hrs/day Mon-Fri: 24 Mon-Fri: 07:00
Police Training hrs/day 68° 74• -18:00 68°/55° 74°/85° Sat-Sun: 24 hrs/dav Sat/Sun: Off
General Notes:
1. Airport Fire Station MZ-2 Serves front reception area and surrounding offices
2. City Hall MZ-2 serves Council Chambe,s
3. Police Department AH· 1 & AH-4 serve basement, storage, conference room, and large lobby area on North/East portion of building.
Item 1I - Page 48
4. City will cooperate with Contractor to further trim space conditioning limes in order to increase Energy Unit Savings.
Municipal Plant Assumptions on Operation & Control:
• Municipal Cogeneration Plant will generate electricity via natural gas engine generator, chilled water via double effect absorption chiller via reclaimed heat from the engine generator and with supplemental firing of a natural gas burner section and heating hot water through the absorption chiller via heat reclaimed from the engine generator with supplemental firing of a natural gas burner section. • Engine Generator will be operated continuously 24 hours per day 7 days per week. Annual maintenance wm occur during the month of February and will not exceed one month. • Contractor will update the detailed economic model for the cogeneration plant which will be based on measured equipment performance. This model will be used to evaluate the economic feasibility of operating the cogeneration plant on a month by month basis using current input data. In the event that the model demonstrates that it has become uneconomic to operate the cogeneration plant; Contractor will recommend that the cogeneration plant be idled or throttled to minimize a negative economic impact to the City. Such situations will be considered a Change in Energy Use Factor as described herein.
• Post retrofit, for the buildings connected to the heating and cooling loops (except County Admin Building) from the Municipal Cogeneration Plant, all of the building heating and cooling requirements will be supplied by the Municipal Central Plant with the absorber being the lead equipment for both heating and cooling, Should the heating load requirements exceed the output of the absorber then the Municipal Plant boilers will operate. Should the cooling load exceed the output of the absorber in combination with the thermal energy storage system, then the Airport chiller(s) will be enabled to assist in meeting cooling loads on the loop. • Engine generator has a turndown Ratio of 50% and will operate to follow the electrical load. • Absorber:
o The absorber has a max capacity of 450tons however only up to 290tons may be reclaimed from the engine exhaust heat the rest is supplemented by natural gas. o If cooling load is less than 90 tons, the absorption chiller will be operated in heating mode only, no cooling. (Cooling load includes supplementing the TES charge capacity) o If the cooling load is greater than 90 tons the absorber will operate to satisfy the cooling first and any additional capacity will go towards offsetting heating load. o If the cooling load exceeds the total reclaim capacity (291 tons) then the chiller shall operate with supplemental firing using natural gas.
o The thermal energy system (TES) shall call for charge upon drop in stored capacity below 1850 tons-hours or upon rise of the TES chilled water supply temperature above 41 degF (+/- 2 deg as dependent to satisfy site load).
Item 1I - Page 49
eNGie
Conrad Newberry, .Jr., P,E. 150 E. Colorado Blvd., Suite 360 Regional Operations Director Pasadena, CA 91105
951- 335-4678
[email protected]
CERTIFICATE OF FINAL COMPLETION
Customer: City of Palm Springs Customer Project No.: --=- C-=U...:. 1,;:;_ 36:::...1=--------- Project No.: ....:A:....:.C=-:..:. HC-=-=N~32:::2:..:6:....:. 1 _______ Final Contract Price: _ .a.,. $ 1_9..,_,3....;3,.;., 7=,2=8 .c...._ O ____ _ Date of Final Completion: 1-30-20 ftncludes All Change Orders) Date of Substantial Completion: 7-31-2015 Project Title:
(Start of Warranty Period) City of Palm Springs _...:;.. ___ ---'- -=------------ Project Work Includes:
(Excluding on-going measurement & verification services, OM/PM Work Location / Building:
services and energy education)
Lighting, Controls, Cogen plant municipal,
Sunrise central plant, Utility sub-metering, Water
management.
City of Palm Springs
Customer and Engie Services U.S. hereby acknowledge, confirm, and agree that:
1. The Work performed under the Agreement between Customer and Engie Services U.S. identified above ("Agreement") has been inspected by authorized representatives of the Customer and Engie Services U.S. and Customer has accepted the Work performed as complete as of the date identified above.
2. All punch list items associated with the Work have been satisfactorily completed. Engie Services U.S. provided Customer with all final documentation required by the Agreement and Contract Documents.
3. Customer and Engie Services U.S. hereby certify that all Work performed has been completed in accordance with the Contract Documents and the Project has achieved Final Completion in accordance with the terms of the Agreement.
4. Upon execution of the Certificate of Final Completion, Customer agrees to pay Engie Services U.S. all remaining monies due, including all remaining retention withheld by Customer.
IN WITNESS WHEREOF, the parties hereto have executed this Certificate of Final Completion as of the day and year of the date of Final Completion written above.
GENERAL CONTRACTOR: CUSTOMER:
(Authorized Represflfllalive)
Name: Conrad Newberry, Jr., P.E.
(Please Prlnl)
. t::>oY H\ R~o.. du
(Please Print\
Title: Regional Operations Director
Date: 1-30-20
Title:
Date: (~~r:;;r
Copy: Job File
Rev.: 01/ 18/18 Page 1 of 1 Certificate of Final Completion
ATTACHMENT C
Item 1I - Page 50
Item 1I - Page 51
0 AMENDMENT NO. 1 TO THE POST CONSTRUCTION SERVICES AGREEMENT
BETWEEN THE CITY PALM SPRINGS AND
ENGIE U.S. SERVICES, INC.
1. Parties and Date.
This Amendment No. 1 to the Post Construction Services Agreement is made and entered into as of this First day of July 2021, by and between the City of Palm Springs ("City") and ENGIE U.S., Inc., a Delaware corporation with California State Contractor's License Number 995037 with its principal place of business at 12980 Foster Street, Suite 400, Overland Park, KS 662·,13 {"Contractor"). City and Contractor are sometimes individually referred to as "Party" and collectively as "Parties."
2. Recitals.
2.1 Agreement. The City and Contractor have entered into an agreement entitled "Post-Construction Services Agreement dated January 30, 2020 ("Agreement' or "Contract') for the purpose of retaining the services of Contractor to provide to provide certain operation and maintenance services related to the City's Municipal Co-Generation Plant located at City Hall.
2.2 Amendment. The City and Contractor desire to amend the Agreement to include additional maintenance and operation supervision, and monitoring services of the Building Automated Systems {BAS) controls related to the City's Municipal Co-generation Plant located at City Hall and the Sunrise Central Chiller located in Sunrise Plaza.
2.3 Amendment Authority. This Amendment No. 1 is authorized pursuant to Section 16.04 of the Agreement.
3. Terms.
3.1 Definitions. Article 1 of the Agreement is hereby amended to include the following:
.. Controls Support Services" means the Building Automated Systems (BAS) and controls support services to be performed by Contractor in accordance with the terms and subject to the conditions of the Agreement."
"Controls Support Services Fee" means an annual fee payable in advance in quarterly installments by City to Contractor. The fee schedule is as follows:
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Year Start End Annual Fee
Page I of2 1
Quarterly
Installments
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Item 1I - Page 52
1 7/1/2021 3/31/2022 $22,914 $7,638
2 4/1/2022 3/31/2023 $31,467 $7,867
3 4/1/2023 3/31/2024 $32,410 $8,103
4 4/1/2024 3/31/2025 $33,383 $8,346
5 4/1/2025 3/31/2026 Subject to re-price.
6 4/1/2026 3/31/2027 Subject to re-price.
7 4/1/2027 3/31/2028 Subject to re-price.
8 4/1/2028 3/31/2029 Subject to re-price. 9 4/1/2029 3/31/2030 Subject to re-price. "Chiller Maintenance Services" means the chiller maintenanGe services to be performed at the Sunrise and Municipal Plants by Contractor in accordance with the terms and subject to the conditions of this Agreement.
"Chiller Maintenance Services Fee" means an annual fee payable in advance in quarterly installments by City to Contractor. The fee schedule is as follows:
Year Start End Annual Fee Quarterly Installments
1 7/1/2021 3/31/2022 $16,944 $5,648
2 4/1/2022 3/31/2023 $23,271 $5,818
3 4/1/2023 3/31/2024 $23,968 $5,992
4 4/1/2024 3/31/2025 $24,687 $6,172
5 4/1/2025 3/31/2026 Subject to re-price.
6 4/1/2026 3/31/2027 Subiect to re-price.
3.2 Section 2.01 Maximum Contract Amount. is hereby amended in its entirety to read as follows:
"Section 2.01 Maximum Contract Amount. For the Services rendered under this Agreement, Contractor shall be compensated by City in accordance with Section 2.02. Compensation for required services (excluding any optional services pursuant to Section 2.04) shall not exceed the maximum annual contract amount of Seven Hundred Twenty-Eight Thousand Eight Hundred Forty-Three Dollars, ($728,843) (the "Maximum Contract Amount') with an annual escalation of three percent (3%), except as may be provided under Section 2.04.
The Maximum Contract Amount shall include the attendance of Contractor at all Project meetings reasonably deemed necessary by the City. Contractor shall not be entitled to any increase in the Maximum Contract Amount for attending these meetings. Contractor accepts the risk that the scope of services identified in ARTICLE 3 may be more costly and/or time-consuming than Contractor anticipates, and that SS575. 18165\32972087. I
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Contractor shall not be entitled to additional compensation for required (and not optional) services set forth in ARTICLE 3. The maximum amount of city's payment obligation under this Section 2.01 is the amount specified in this Agreement. If the City's maximum payment obligation is reached before the Contractor's services under this Agreement are completed, Contractor shall complete the Work and City shall not be liable for payment beyond the Maximum Contract Amount, in addition to compensation for any optional services pursuant to Section 2.04."
3.3 This Amendment hereby incorporates Section 2.1 O Controls Support Services Compensation. ,
"Section 2.1 O Controls Support Services Compensation. The Controls Support Services Fee for the first (1st) year of Twenty-Two Thousand Nine Hundred Fourteen Dollars ($22,914) will be invoiced by Contractor in quarterly installments beginning July 1, 2021 . All subsequent quarterly Controls Support Services Fees will be invoiced by Contractor on the first day of each calendar quarter of the corresponding service year per fee schedule above. City shall pay Contractor such quarterly installments of the applicable Controls Support Services Fee, without any retention amount withheld, within forty-five (45) calendar days after its receipt of the corresponding invoice. A failure to timely approve and pay an invoice hereunder shall be a material default by City under this Agreement, unless the City gives Contractor prior written notice of its intent to terminate the Agreement in accordance with the provisions herein."
3.4 This Amendment hereby incorporates Section 2.11 Chiller Maintenance Services Compensation.
"Section 2.11 Chiller Maintenance Services Compensation. The Chiller Maintenance Services Fee for the first (1st) year of Sixteen Thousand Nine Hundred Forty-Four Dollars ($16,944) will be invoiced by Contractor in quarterly installments beginning July 1, 2021. All subsequent quarterly Chiller Maintenance Services Fees will be invoiced by Contractor on the first day of each calendar quarter of the corresponding service year per fee schedule above. City shall pay Contractor such quarterly installments of the applicable Chiller Maintenance Services Fee, without any retention amount withheld, within forty-five (45) calendar days after its receipt of the corresponding invoice. A failure to timely approve and pay an invoice hereunder shall be a material default by City under this Agreement, unless the City gives Contractor prior written notice of its intent to terminate the Agreement in accordance with the provisions herein."
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3.5 Section 3.02 Cogeneration Operations Support Services is hereby amended to read as follows:
"Section 3.02 Cogeneration Operations Support Services. (a) Cogeneration Engine Continuous Monitoring. During the Term of this Agreement, Contractor shall provide continuous ref!l-time monitoring and management of the cogeneration engine and its associated equipment at the Municipal Plant with a 24/7/365 remote support staff available to provide technical support to the City's on-site cogeneration technicians and other staff during the City's normal business hours, ensuring the reliability and efficiency of the Municipal Plant. Alarming points to be continuously monitored include the following:
• Continuous Emissions Control System (CEMS) (NOx and CO, voe emissions levels, Ammonia {NH3) slip)
• Low jacket water pressure • High jacket water pressure • High charge temp (max)
• High engine oil temp • Low engine oil pressure
• Malfunction of engine cooling water pump
• Engine vibration • PHWP1 high temp loop failure
• PHWP1 low temp loop failure
• PHWP2 high temp loop failure • PHWP2 low temp loop failure Continuous monitoring and management of the cogeneration engine and its associated equipment includes immediate dispatch by Contractor of contractors engaged by Contractor to be available to respond and provide technical support, or perform maintenance or make repairs to the cogeneration engine and its associated equipment at the Municipal Plant as may be required to maintain operation within its optimal parameters and SCAQMD regulations, outside of the City's normal business hours and/or when the City's on-site cogeneration technicians and/or other staff are not otherwise available.
(b) SCAQMD Emissions Penalty & Variance Coverage. During the Term of this Agreement, Contractor shall monitor and evaluate emissions levels from the Continuous Emissions Monitoring System (CEMS) for conformance with emissions levels identified in the applicable permits issued by SCAQMD for the cogeneration engine and its associated equipment at the Municipal Plant, (the ·scAQMD Permitsn), and provide SCAQMD with all required emissions reports as otherwise required by the SCAQMO Permits. If any emissions Page4of21
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exceedance occurs, Contractor will pay in full the penalty amount on behalf of City or reimbursed in full to City. If continued operation or maintenance of the cogeneration engine and its associated equipment at the Municipal Plant has caused or is likely to cause emissions levels to exceed levels authorized by the SCAQMD Permits, Contractor will:
{1) furnish technical and legal support as necessary to prepare and file variance applications with SCAQMD; (2) arra~Ige for attendance by its technical and legal support team at any meetings with SCAQMD staff and/or its Hearing Board in its consideration ~nd review of variance applications; and (3) pay all related costs in securing variances for continued operation of the cogeneration engine and its associated equipment at the Municipal Plant in accordance with the SCAQMD Permits. In the event SCAQMD denies approval of a variance, Contractor, at its cost, will design and construct any such modifications to the cogeneration engine and its associated equipment at the Municipal Plant as may be required to obtain compliance with emission levels authorized by the SCAQMD Permits, subject to review, approval by SCAQMO, including approval by SCAQMD of modified permits for the cogeneration engine and its associated equipment at the Municipal Plant. Notwithstanding anything to the contrary in this Section 3.02(b), Contractor shall not be responsible for any emissions exceedances, variances or modifications to the cogeneration engine and associated equipment that result from or are required by a change in the SCAQMD standards that do not allow for grandfathering of such cogeneration engine and its associated equipment.
{c) Cogeneration Engine Operation & Maintenance. During the Term of this Agreement, Contractor shall supplement the City's existing on-site cogeneration technicians and other staff; and provide full "tum-keyn operation and maintenance services (both routine maintenance and any repairs, whether under warranty or outside of warranty) of the items listed in ATTACHMENT B Covered Equipment A diagram showing the location of Covered Equipment is incorporated herein as ATTACHMENT "81". If the Covered Equipment faults, malfunctions, or experiences operation degradation due to its own causes, failed mechanical equipment will be repaired or replaced, defective parts will be furnished and replaced, required maintenance will be performed, and the Covered Equipment will be restored to its optimal operating parameters by Contractor at no cost to City. If the Covered Equipment experiences a mechanical fault, malfunctions, or experiences performance degradation due to external factors (outside Contractor's direct control, subject to City's agreement as to the existence of such external factor beyond Contractor's direct control, whose approval will not be unreasonably withheld) such as vandalism, Force Majeure event, fuel availability, balance of plant equipment, electric grid events or deficiencies, or thermal load deficiencies, City will be responsible for 55575. 18 \65\329n087. I
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0 restoring the Covered Equipment to optimal operating parameters with the City's on-site cogeneration technicians or other staff. Alternatively, if the City's on-site cogeneration technicians or other staff are unable to restore the Covered Equipment to optimal operating parameters; or, a mechanical fault, malfunction, or perfonnance degradation occurs outside of the City's nonnal business hours and cannot be immediately resolved with the City's on-site cogeneration technicians or other staff, the Covered Equipment will be restored to its optimal operating parameters by Contractor at the City's cost, (considered the "Optional Additional Services").
Routine maintenance activities to be provided by Contractor will correspond with maintenance of the Covered Equipment in accordance with the manufacturer's specifications and requirements, and includes:
• Emissions testing • Vibration analysis
• Oil changes • Annual alignment • Coolant changes
• Engine lubricating oil and generator grease supply
• Engine lubricating oil sample kits & analysis
• Coolant & corrosion inhibitor supply, and coolant sample kits & analysis
• Urea Procurement & Delivery
It is hereby acknowledged and agreed that excluded from the routine maintenance activities of the Covered Equipment to be provided by Contractor is the major overhaul of the cogeneration engine at the Municipal Plant to be scheduled in accordance with the manufacturer's recommendation occurring after 60,000 hours of operation. The City will be responsible for paying costs associated with this major overhaul.
Routine inspections and testing to be performed by Contractor on the Covered Equipment at appropriate engine intervals on the following components/functions in accordance with the manufacturer's specifications and requirements, and includes:
• Intake air, ignition system
• Diane panel • Cylinder heads
• Fuel system • Heat exchangers • Thenno reactor • Oxidation catalyst • Lubrication & coolant systems 55575.18165\32972087. I
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• Cooling water pump
• Electrical generator
• Flex coupling • Turbocharger and batteries
• Continuous Emission Monitoring System (CEMS)
• Quarterly {CGA) CEMS • Annual RA TA and VOC tf)Sting
• Annual NH3 slip testing {SCR) • Quarterly cylinder gas audits (CGA) It is hereby acknowledged and agreed that the routine maintenance activities of the Covered Equipment to be provided by Contractor will not invalidate existing warranties. Contractor intends to use City's existing vendors, including Western Energy Systems. In the event Contractor changes vendors, ENGIE Services U.S. will provide City the opportunity to review and reasonably approve the new vendors. However, in no event will Contractor change a vendor that would otherwise invalidate an existing warranty; and will retain such vendors to the extent a warranty remains valid.
Engine Control System Operation and Maintenance (PLC). The controls and automation associated with the successful operation of the cogeneration engine and its associated equipment at the Municipal Plant, specifically the PLC, shall be operated and maintained by Contractor, and includes:
• Site survey/field audit
• Routine maintenance and software upgrades • Source and change control • Emergency support 24n /365 • Control system documentation
Exclusions. During the Term of this Agreement, unless otherwise included under the scope of services of this Agreement or Amendment No. 1, Section 3.04 , "tum-key• operation and maintenance provided by Contractor will exclude the absorption chiller and related equipment in the balance of the Municipal Plant not otherwise identified as "Covered Equipment' and shown on ATTACHMENT "B", and includes the following excluded equipment (the "Excluded Equipment'):
• Chillers • Cooling towers
• Thermal Energy Storage (TES) tanks • Boilers • Valves not listed as Covered Equipment in Attachment B
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• Pumps (condenser and chilled water}
• Fans (exhaust and makeup air}
• Electrical panels, breakers and disconnects not listed as Covered Equipment in Attachment B
Insofar as Contractor is not responsible for operation and maintenance of any of the above Excluded Equipment, to the extent that failure of any of the Covered Equipment has a direct effect on the City's optimal operation of any of the Excluded Equipment, upon notification by the City that such an effect has occurred, (subject to Contractor's review and approval, whose approval will not be unreasonably withheld), Contractor will provide, technical consultation from the Energy Resource Manager related to the Excluded Equipment as may be required to return the City's operation of the Excluded Equipment into optimal parameters. To the extent a failure of the Covered Equipment directly causes damage to the Excluded Equipment, and vice versa, the Party responsible for the equipment that failed will repair the damaged equipment. If the City's operation of the Excluded Equipment causes damage to the Covered Equipment, the Contractor will perform such repairs to the Covered Equipment as may be required, subject to payment as Optional Additional Services in accordance with Section
2.04. 3.6 This Amendment hereby incorporates Section 3.03 Controls Support Services.
"Section 3.03 Controls Support Services.
(a) General Scope of Work. Inspect and provide reports for covered devices and equipment to maintain the performance of the installed systems to their commissioned levels. The service includes the necessary testing, calibration, early detection, identification of actual or predictable problems, and correcting conditions.
a. Frequency. Contractor shall provide a minimum of one (1) Technician one (1) day a month.
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(b) List of Covered Equipment
- ·- Nnwmt:Ac>lll"ilMIII ··-- ·~· LOltR•lO --~ -co,,... -- ........ -· -ltJt/lP _..., I CDl5-ISGI 1eSuw,•Ri ( I 2 a-Mtl-AS AulorullaliSetver 5 3 ,, __ ~'Loi.<
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ll) •- . .....,AS ~anS,en,.,ra,;;1 ' I ' I n .,,....._,,_AS ' - --···· ' ' ' ' 11 ]J _ _.. AIIIOMl&l-~ CAS1 IN/• 1111• Ill/A Ill/A Ill/A ,,.,. ,.,,. 11</A IN/A (c) Preventive Maintenance Tasks
a. General
i. Review, Record, and Report network communications functionality and
• efficiency.
• TCP/IP • BACNet • LON • Modbus
ii. Review, Record, and Report Graphic accuracy and functionality. iii. Review, Record, and Report alarm log data.
• Recommendation and Action Planning
iv. Review. Record, and Report existing System Status.
• Revision Control Discussion
b. System Control
i. Verify and report that all field devices sensors are reading within their expected values and tolerance.
ii. Verify that all Inputs and Outputs are active and NOT disabled. All disabled points will be recorded, and client notified.
iii. Verify that all programs are active and NOT disabled. All disabled programs will be recorded and client notified.
iv. Backup controller databases, programs and settings. c. Trend Data/Alarms/System Clean Up.
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i. Back up trending for mission critical equipment to external hard drive for archiving.
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0 ii. Ensure existing trends are functioning properly. Purge old trends and logs.
iii. Perform general PC and server maintenance such as hard drive disk clean-up, delete temporary data files and logs. Ensure user logins are current.
(d) Reports and Consultation. Comprehensive reports will be provided outlining City's Building Health, Issues, Alarms, Remote Operations Activity, and On-Site Work Activity every six months:
a. Customer Value Reports
b. Alarm Analysis Reports
c. Site Health Reports
i. Contractor representative will review and consult with City on the reports. The study will include longer term fixes, modernization opportunities and ROI justifications. This may include
modernization recommendations, retrofits, or equipment overhauls. (e) General Clarifications. In accordance with the established visit schedule, Contractor will visit the site and perform regular and preventive maintenance tasks to selected equipment. Contractor will provide a written report at every visit and report any abnormal findings or any issues that require City's attention. If problems are found that are covered under the Agreement, Contractor will arrange to correct those issues. Where the problem is not covered under the Agreement, if applicable, Contractor may provide a cost estimate to resolve the problem or provide other suggestions for resolution.
(f) Repair. Replace, Renew Labor and Material. To correct repairable defects or wear in covered equipment found as a result of Contractor's findings or predictions made during Inspection or Planned Maintenance visits, or in response to a City initiated call, Contractor will provide the repair labor and materials to make necessary repairs, or to renew worn parts, or replace defective parts. The parts affected include only maintainable and moving parts provided as part of the BAS. Replacement parts provided by the City will not be eligible for warranty coverage after installation. Repairs will be made during our normal business hours.
(g) Assumptions. Clarifications & Exclusions
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1. Monthly site visits include the cost of travel.
2. If additional support is needed, Contractor will submit the additional costs to be executed as a T&M change request to cover the added time. Contractor will keep the City informed of the up-to-date status of time remaining in this budget.
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3. Delays due to mechanical, electrical, or IT related issues, production scheduling constraints, or lack of system availability out of Contractor's control, which result in additional site time, will be charged at the standard hourly rates herein.
4. This scope is made contingent upon the work addressed herein not being adversely affected, either directly or indirectly, by the COVID-19 pandemic and/or the Corona Virus, and is further conditioned upon the following: (i) scheduling issues {including, but not limited to, delays, access issues, or allowed work hours/off-hours work), (ii) overtime hours, or (iii) additional protocols, altered working conditions, or extra costs relating thereto, that arise ~s a result of the COVID-19 pandemic and/or Corona Virus will entitle yontractor to an equitable adjustment for time for performance and costs.
5. Out-of-scope repair and reactive work will be provided at the following rates:
• Standard Technician - $165/hour • Overtime Technician - $225/hour"
3.6 This Amendment hereby incorporates Section 3.04 Chiller Maintenance Services. as follows:
"Section 3.04 Chiller Maintenance Services.
{a) General Scope of Work
Inspect and provide reports for covered devices and equipment to maintain the performance of the installed systems to their commissioned levels. The service includes the necessary testing, calibration, early detection, identification of actual or predictable problems, and correcting conditions. 5557S. I 816S\329n087. I
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Type of Service
Preventive Maintenance Tasking
Annual Service on Chillers
Operational Service on Chillers
Priority Service
Wireless Dispatching
Documentations
Frequency
Quarterly
1x Annually
3x Annually
Year-Round
and Year-Round
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0 (b) List of Covered Equipment
(Muni COGEN Plant:
Qty Make Model Serial Size Type
1 Thermax EJG 50B TBD 400 Absorption TCU-S Ton Chiller
Sunrise Plant:
Qty Make Model Serial Size Type
1 Multistack TBD TBD 150 Chiller Ton
I
(c) Preventive Maintenance Tasks
ABSORPTION CHILLER (MUNI) - ANNUAL INSPECTION
1. Check in with engineering department prior to performing work.
2. Review customer logs (with customer, if available) for operational trends or any problems.
3. Run, log and check all operations of chiller and its capability to perform capacity. Perform test on pump assembly to determine integrity of pump seals
a. Record condensate flow rate and condensate back piessure, steam fired chiller b. Check for steam leaks, steam fired chillers.
c. Remove sample of lithium bromide solution for analysis. Record hydrometer reading and temperature at time sample was taken.
4. Provide detailed report indicating results of analysis with recommendations, if any, for adding or adjusting chemicals.
5. Change solution and clean up filter, if applicable.
6. Oean magnetic plug on pump assembly, if applicable.
7. Check and calibrate all pressure and temperature controls.
8. Check and calibrate aH gauges and thennometers.
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0 a. Check accuracy of all thermistors and transducers.
9. Check for proper operation of all steam valves, if applicabfe.
10. Inspect all safety controls
a. Condenser and chilled water flow switches.
b. Hot water flow switch, if applicable.
c. High pressure and temperature cut outs.
d. Low solution level cut outs.
11. Inspect and check operation of control valves.
12. Verify operation of purge pump system.
a. Change oil.
0 b. Inspect belt (if applicable), replace or tighten as needed.
13. Disassemble, inspect and dean the following magnetic starters and check tightness on all electrica• connections.
a. Solution pump
b. Controller
c. Purge pump
14. Check and record amperage and voltage on all motors ,in item #15.
15. Megger and record motors in item #15.
16. Start up chiller and bromide charge per manufacturer's specifications. Run unit and perform capacity test on chiller and record.
a. Provide bromide to trim charge Yes ( I No [ xi
17. Chiller should run approximately two (2) weeks and a second lithium btomide analysi,s should be taken and analyzed with a report on the condition of the lithium bromide solution. Provide detailed service report to engineering department.
ABSORPTION CHILLER (MUNI)- OPERATIONAL INSPECTION
1. Review customer logs (with customer, if available) for operational trends and any problems.
2. Comptetely check all operations, log all operating temperatures and pressures at currently recorded percentage of capacity.
3. Calculate for proper approaches.
4. Check for proper condensate back pressure.
5. Log fluid levels.
6. Report any unusual noises, vibrations and odors
7. Verify capac,ity control operation and response.
a . Micro control panel
b, Thermostatic control
c. Demand limit control
8. Visually inspect magnetic starter(sl for signs of heat or discoloration. a . Solution pump
b. Purge pump
9. Record voltage and amperage of motors in above item and record.
10. Check for proper operation of motors in above Item.
11. Inspect steam and/or water piping for leaks.
12. Remove Bromide solution for analysis
13. Replace oil in vacuum pump.
14. Provide operational service report to building engineering department.
MUL TISTACK CHILLER (SUNRISE) - ANNUAL INSPECTION
1. Check in with engineering department prior to performing work.
2. Run unit and check operating pressures, temperature, voltages, and amperages. Advise on condition of unit before starting annual shutdown inspection.
3. Check operation of all safeties and calibrate if applicable.
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0 4. Download event logs, trend data and review internal fault logs. 5, Pressurize and leak test chiller prior to performing annual on chiller. Advise on condition before starting annual shutdown inspection.
a. Leak test of unit will be performed per compliance with EPA and SCAQMD rule 1415 by a certified auditor. Record keeping shall be the responsibility of the equipment owner or operator.
b. Provide SCAQMD form and report as required with copies to plant maintenance department.
c. All leaks not covered within this wort scope should be repaired to conform with EPA and SCAQMD rule 1415.
d. All minor leaks will be repaired while performing this scope of work at no additional charge.
6. Completely log operating temperatures and pressures at currently recorded percentage capacity. a. Cooler
a-1. Chilled water entering temperature and pressure
a-2. Chilled water leaving temperature and pressure
a-3. Cooler pressure
b. Condenser
b-1. Condenser water entering temperature and pressure b-2. Condenser water leaving temperature and pressure b-3. Condenser pressure
1. Calculate and record cooler approach for currently recorded % capacity.
8. Calculate and record condenser approach for currently recorded% capacity.
9. log fluid levels.
10. Verify liquid level sensor calibration. 11. Report any unusual noises, vibrations, and odo~. 12. Check for oil logged in compre$Sor. 13. Verify capacity control operation and respoMe. a. Inlet guide vane$
b. Electronic expansion valves
c. load balance valve
14. Vi5uaflv inspect compressor starters.
15. Check de voltages
16. Check electrical connections
17. Clean all PCB's to remove dust build up 18. Record amperage for compressors
19. Record kW usage at currently recorded % of capacity
20. Inspect, disassemble as necessary, clean and tighten all electrical connections on the foUowing:
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a. Chilled water pump motor magnetic starter(s)
b. Condenser water pump motor magnetic starter(s)
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c. Chiller control panel
21. Perform Megger test on all motors in above item and record.
22. Record voltage and amperage of motors in above item.
23. Verify and test all safeties
a. Pressure:
a-1. High pressure
a-2. Low pressure
b. Temperature:
b-1. Freeze stat
b-2. Chilled water flow
24. Check and calibrate all gauges and thermometers.
a. Gauges:
a-1. Cooler a-2. Condenser
b. Thermometers;
b-1. Chilled water inlet and outlet
b-2. Condenser water inlet and outlet
25. Isolate and drain condenser tube bundle. Advise on condition. a . Remove water box cover and inspect condition of t1.1bes and crown sheet. b. Brush and flush condenser tubes.
c. Perform eddy current analysis and provide report.
d . Remount water box cover and refill tube bundle.
Yes Ix I no I I Yes Ix I no I I Yes I I no Ix I Yes Ix I no I I Note: It i-s the responsibility of the owner that the above valves hold for isolation and draining of system. Should tubes require chemical cleaning and tube brushing which is not part of this scope of work, it will be an additional cost to this project.
26. Reassemble using all new factory authorized o'rings, gaskets, filter{s} and parts were removed, a$ specified by manufacturers.
27. leak test upon completion of work,
a. leak test of unit will be performed per compliance with epa and SCAQMD rule 1415 by a certified auditor. Recordkeeping shall be the responsibility of the equipment owner or operator.
b. Provide SCAQMD form and report as required with copies to plant maintenance department.
c. All leaks not covered within this work scope should be repaired to conform with rule 1415.
28. Start chiller
a. Check operation of chiller and operating controls (pneumatic and electnc). b. Check operation of control module:
a-1. Chilled water set point.
a-2. Full load amperage calibrations.
a-3. Demand limit set point.
29. Provide written service report and log to building maintenance engineering department. 55575. I 816S\32972087. I 07132021
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0 MUL TISTACK CHILLER (SUNRISE) - OPERATIONAL INSPECTION
1. Check in with engineering department prior to performing work.
2. Review customer logs (with customer, if available) for operational trends and any problem1.
3. Review internal fault logs.
4. Compfetely log operating temperatures and pressures at currently recorded percentage of capacity. a. Cooler
a-1. Chilled water entering temperature and pressure
a-2. Chilled water leaving temperature and pressure
a-3. Cooler pressure
b. Condenser
b-1. Condenser water entering temperature and pressure
b-2. Condenser water leaving temperature and pressure
b-3. Condenser pressure
5. Calculate and record cooler approach for curren~ recorded % capacity.
6. Calculate and record condenser approach for currently recorded% capad ty.
7. log fluid levels,
8. Report any unusuat noictes, vibrations., and odors.
9. Verify capacity control operation and response.
a . Inlet guide vanes
b. Electronic expansion vaives
c. Load balance valve
10. Visually inspect compressor starters.
11. Check de voltages
12. Check electrical connections
13. Record amperage for above compressors
14. Record kW usage at currently recorded % of capacity
15. Visually inspect magnetic starter($! for signs of heat or diKoloration. a. Chilled water pump
b. Condenser water pump
c. Cooling tower fans
16. Record voltage and amperage of motors in above item. 17. Check cooling tower capacity control.
18. Provide operatfonal service report to building engineering department. (d) Reports and Consultation
Comprehensive reports will be provided outlining City's Chiller Health, Issues, Alarms, Remote Operations Activity, and On-Site Work Activity every service:
Contractor will review and consult with City on the reports. This may include modernization recommendations, retrofits, or equipment overhauls. {e) General Clarifications
In accordance with the established visit schedule, Contractor will visit the site and perform regular and preventive maintenance tasks to selected equipment. Contractor will provide a written report at every visit and report any abnormal findings or any issues that require City's attention. If problems are found that are covered under the Agreement, Contractor will arrange to correct those issues. Where the problem is not covered under the Agreement, if applicable, Contractor may provide a cost estimate to resolve 55575.18165\32972087.I
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the problem or provide other suggestions for resolution. (f) Assumptions, Clarifications & Exclusions
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1. Services do not include the following:
i. Maintenance, repair, or replacement of stationary and/or nonmaintainable parts of the chillers, including, but not limited to, cabinets, enclosures, casings, insulating materials, electrical wiring, structural supports, pressure vessels, tubes, door seals, floor drains, thermometers, gauges, flues, ductwork, grilles, heat transfer tubes and coils, refractories, oil or gas heat exchangers, fan housing, and like or similar other non-moving parts;
ii. Maintenance, repair, replacement, or other work that is necessitated by (a) circumstances beyond the normal,
customary, and anticipated operating environment for the chillers, including, but not limited to, vandalism, fire, lighting, roof leaks, or power failure or (b) City's improper acts or omissions, including, but not limited to, installation of incompatible equipment, improper operating procedures, and improper or inadequate water treatment or filter service; and iii. Any other goods or services not set forth in the Chiller Maintenance Services scope that any governmental authority, insurance company, or other entity may require that has the authority to direct the City to take certain actions concerning the chillers.
2. Any goods or services for, or concerning, the following items:
i. Piping, other than refrigerant piping;
ii. Maintenance, repair, replacement, or other work due to damage to chillers caused by freezing weather or corrosion;
iii. Valves;
iv. Electrical supply, disconnect switches, circuit breakers; and v. Monitoring/recording devices affixed to chillers
3. If additional support is needed, Contractor will submit the additional costs to be executed as a T&M change request to cover the added time. Contractor will keep City informed of the up-to-date status of time remaining in this budget.
4. All waste generated from services being performed shall be considered the property of the City and should be disposed of on site. Such items may include, but not limited to, air filters, belts, contactors, cleaning rags, and wiring.
5. Contractor shall not perform any services of any sort that concerns hazardous materials, and shall have no responsibility for accumulation, storage, transportation, or disposal of any hazardous materials or waste generated by the City or present at the sites.
6. Delays due to mechanical, electrical, or IT related issues, production scheduling constraints, or lack of equipment availability out of