SERVICES AGREEMENT
Ice Bear SPV #1 LLC d/b/a Thule Energy Storage
Ice Bear CooIData & Preventative Maintenance Services
Contract
On this __ day of ______ , 20_, the CITY OF RIVERSIDE, a California charter city and municipal corporation ("City"), and Ice Bear SPV #1 LLC d/b/a Thule Energy Storage, a Delaware limited liability company authorized to do business in California ("Contractor, " together with City refened to hereinafter as the "Parties," or, each, as a "Party"), mutually agree as follows :
1. Scope of Services. Contractor shall furnish all labor, materials and equipment for and perform the work of the Ice Bear CoolData & Preventative Maintenance Services ("Services"). Contractor shall perform the Services in accordance with the provisions and requirements of the Scope of Services attached hereto as Exhibit "A" and incorporated herein by reference.
2. Term. This Agreement shall be in effect from the date first written above (Effective Date) and shall end on the fifth (5th) anniversary from that date, unless otherwise te1minated pursuant to the provisions herein.
3. Compensation. City shall pay Contractor for the perfo1mance of the CoolData & Preventative Maintenance Services during the initial term of this Agreement a Contract Price not to exceed $49,950.00 per year over the te1m of the Agreement. City, at its discretion, may request Contractor to perform additional Break-Fix Services at rates shown in Exhibit "B" Section 1.2.
City shall pay Contractor for Services performed to City's satisfaction on a monthly basis in accordance with the provisions of the Compensation Schedule attached hereto as Exhibit "B" and incorporatedherein by this reference. If the term of the Agreement is extended, Contractor's compensation forthe extended te1m shall be mutually agreed upon in writing by the patties .
4. General Compliance with Laws . Contractor shall keep fully infmmed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the perfmmance of Services by Contractor pursuant to this Agreement. Contractor shall at all times observe and comply with all such laws, ordinances and regulations, and shall be solely responsible for any failure to comply with all applicable laws, ordinances and regulations.
5. Business Tax Certificate. As a condition of this Agreement, Contractor shall secure a business tax ce11ificate to operate in the City of Riverside pursuant to Chapter 5.04 of the Riverside Municipal Code, and shall also secure any other licenses or pe1mits which may be required.
6. Business Tax and Penalties. Contractor acknowledges and agrees that with respect to any business tax or penalties thereon, utility charges, invoiced fee or other debt which is owed, or which becomes owed, by Contractor to City, City reserves the right to withhold and offset said amounts to the extent undisputed by Contractor in good faith from any payments, refunds or reimbursements owed by City to Contractor under the Agreement. Notice of such withholding and offset shall promptly be given to Contractor by City inwriting. In the event of a dispute as to the amount owed or whether such amount is owed to City,City will hold such disputed amount until either the appropriate appeal process has been completedor until the dispute has been resolved.
7. Personnel. Contractor shall furnish all personnel necessary to perform the Services and shall be responsible for their perfonnance and compensation. The key personnel are listed in Exhibit "D," attached hereto and incorporated herein by reference. Contractor shall furnish qualified personnel to perfmm the Services.
8. Assignment and Subcontracting. Neither pa11y shall assign any right, interest, or obligation in or under this Agreement to any other entity without prior written consent of the other pat1y. In any event, no assignment shall be made unless the assignee expressly assumes the obligations of assignor under this Agreement, in a writing satisfactory to the patties. Contractor acknowledges that any assignment may, at the City's sole discretion, require City Manager and/or City Council approval. Contractor shall not subcontract any p011ion of the work required by this Agreement without prior written approval by the responsible City Contract Administrator .
Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement, including without limitation, the insurance obligations set fo11h in Section 11. The Contractor acknowledges and agrees that the City is an intended beneficiary of any work perf01med by any subcontractor for purposes of establishing a duty of care between any subcontractor and the City.
9. Independent Contractor. In the perfo1mance of this Agreement, Contractor, and Contractor's employees, subcontractors and agents, shall act in an independent capacity as independent contractors, and not as officers or employees of the City of Riverside. Contractor acknowledges and agrees that the City has no obligation to pay or withhold state or federal taxes or to provide workers' compensation or unemployment insurance to Contractor, or to Contractor's employees, subcontractors and agents . Contractor, as an independent contractor, shall be responsible for any and all taxes that apply to Contractor as an employer.
10. Indemnification. Contractor shall indemnify and hold haimless the City, and the City's employees, officers, managers, agents and council members from any liability, claim, damage or action whatsoever, arising out of the sole negligence or willful misconduct of Contractor, its officers, employees, subcontractors, agents or including but not limited to prope11y damage, bodily injruy, or death . Contractor shall defend, at its sole cost and expense, including but not limited to attorney fees, cost of investigation, defense and settlement or awards, the City and the City's employees, officers, managers, agents and council members in any such action or claim. With respect to any action or claim subject to indemnification herein by Contractor, Contractor shall, at its sole cost, have the right to use counsel of its own choice and shall have the right to adjust, settle, or compromise any such action or claim without the prior consent of City; provided, however, that any such adjustment, settlement or compromise in no manner whatsoever limits or circumscribes Contractor 's indemnification of City. Contractor's obligations hereunder shall be satisfied when Contractor has provided to City the appropriate fmm of dismissal ( or similar document) relieving the City from any liability for the action or claim involved. The specified insurance limits required 2 in this Agreement shall in no way limit or circumscribe Contractor 's obligations to indemnify and hold hannless the City.
11. Insurance.
11.1 General Provisions . Prior to the City's execution of this Agreement, Contractor shall provide satisfactory evidence of, and shall thereafter maintain during the tenn of this Agreement, such insurance policies and coverages in the types, limits, fmms and ratings required herein . The rating and required insurance policies and coverages may be modified in w1iting by the City's Risk Manager or City Attorney, or a designee, unless such modification is prohibited by law.
11.1.1 Limitations. These minimum amounts of coverage shall not constitute any limitation or cap on Contractor's indemnification obligations under Section 10 hereof.
11.1.2 Ratings. Any insurance policy or coverage provided by Contractor or subcontractors as required by this Agreement shall be deemed inadequate and a material breach of this Agreement, unless such policy or coverage is issued by insurance companies authorized to transact insurance business in the State of California with a policy holder's rating of A or higher and a Financial Class of VII or higher.
11.1.3 Cancellation . The policies shall not be canceled unless thiity (30) days' prior written notification of intended cancellation has been given to City by certified or registered mail, postage prepaid.
11.1.4 Adequacy. The City, its officers, employees and agents make no representation that the types or limits of insurance specified to be ca1Tied by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage as Contractor deems adequate, at Contractor's sole expense.
11.2 Workers' Compensation Insurance. By executing this Agreement, Contractor certifies that Contractor is aware of and will comply with Section 3700 of the Labor Code of the State of California requiring every employer to be insured against liability for workers' compensation, or to undertake self-insurance before commencing any of the work. Contractor shall cany the insurance or provide for self-insurance required by California law to protect said Contractor from claims under the Workers' Compensation Act. Prior to City's execution of this Agreement, Contractor shall file with City either 1) a ce11ificate of insurance showing that such insurance is in effect, or that Contractor is self-insured for such coverage, or 2) a ce11ified statement that Contractor has no employees , and acknowledging that if Contractor does employ any person, the necessaiy ce11ificate of insurance will immediately be filed with City. Any ce11ificate filed with City shall provide that City will be given ten ( 10) days' prior written notice before modification or cancellation thereof.
11.3 Commercial General Liability and Automobile Insurance. Prior to City ' s execution of this Agreement , Contractor shall obtain, and shall thereafter maintain dming the te1m of this Agreement, commercial general liability insurance and automobile liability insurance as 3 required to insure Contractor against damages for personal injury, including accidental death, as well as from claims for prope1iy damage, which may arise from or which may concern operations by anyone directly or indirectly employed by, connected with, or acting for or on behalf of Contractor.
The City, and its officers, employees and agents, shall be named as additional insureds under the Contractor's insurance policies.
11.3 .1 Contractor's commercial general liability insurance policy shall cover both bodily injury (including death) and prope1iy damage (including, but not limited to, premises operations liability, products-completed operations liability, independent contractor's liability , personal injury liability, and contractual liability) in an amount not less than $1,000,000 per occmTence and a general aggregate limit in the amount of not less than $2,000,000.
11.3.2 Contractor 's automobile liability policy shall cover both bodily injmy and prope1iy damage in an amount not less than $1,000,000 per occmTence and an aggregate limit of not less than $1,000,000. All of Contractor's automobile and/or commercial general liability insurance policies shall cover all vehicles used in connection with Contractor 's perfmmance of this Agreement, which vehicles shall include, but are not limited to, Contractor owned vehicles, Contractor leased vehicles, Contractor's employee vehicles, non-Contractor owned vehicles and hired vehicles.
11.3.3 Prior to City's execution of this Agreement, copies of insurance policies or original ce1iificates along with additional insured endorsements acceptable to the City evidencing the coverage required by this Agreement, for both commercial general and automobile liability insurance, shall be filed with City and shall include the City and its officers, employees and agents, as additional insureds. Said policies shall be in the usual fmm of commercial general and automobile liability insurance policies, but shall include the following provisions:
It is agreed that the City of Riverside, and its officers, employees and agents, are added as additional insureds under this policy, solely for work done by and on behalf of the named insured for the City of Riverside.
11.3.4 The insurance policy or policies shall also comply with the following prov1s1ons:
a. If the policy is written on a claims made basis, the ce1iificate should so specify and the policy must continue in force for one year after completion of the services.
The retroactive date of coverage must also be listed.
b. The policy shall specify that the insurance provided by Contractor will be considered primaiy and not contributmy to any other insurance available to the City and Endorsement No. CG 20010413 shall be provided to the City .
12. Termination.
12.1 The City shall have the right to terminate any or all of Contractor's Services and work covered by this Agreement at any time upon thi1ty (30) calendar days' written notice to Contractor; provided, however, that, in case of early 4 tennination , City will reimburse Contractor for all unpaid labor costs for all services rendered by Contractor for Preventative Maintenance and Break-Fix services authorized by the City , at the hourly Break-Fix costs enumerated in Exhibit "B" Section 1.2. In the event of such te1mination, Contractor shall submit Contractor ' s final written statement of the amount of services provided as of the date of such te1mination for payment by the City.
Notwithstanding the foregoing , the City may te1minate Contractor 's perfonnance of this Agreement upon fifteen (15) calendar days ' written notice if:
(1) Contractor fails to promptly begin performance of the Services ; (2) Contractor fails to perfmm the Services;
(3) Contractor discontinues perfmmance of the Services; (4) Contractor fails to make payment to employees in accordance with applicable law;
(5) Contractor disregards laws , ordinances , or mles, regulations, or orders of a public authority having jurisdiction;
(6) Contractor otherwise is guilty of breach of a prov1s10n of this Agreement;
(7) Contractor becomes insolvent, is adjudicated bankmpt, or makes a generalassignment for the benefit of creditors and fails to provide City with adequate assurances of Contractor's ability to satisfy its contractual obligations.
A receiver, tmstee, or other judicial officer shall not have any right , title, orinterest in or to this Agreement. Upon that person 's appointment , City has,at its option and sole discretion, the right to immediately cancel the Agreement and declare it null and void.
12.2 Prior to issuing a tennination notice pursuant to Section 12.1, City, at its discretion , may issue a written complaint notice, in which Contractor shall have a 30-day cure period following City ' s written complaint notice to address City's stated concerns .
13. Non-Discrimination . During Contractor ' s perfmmance of this Agreement, Contractor shall not discriminate on the grounds of race , religious creed , color, national origin , ancestry , age, physical disability, mental disability, medical condition including the medical condition of Acquired Immune Deficiency Syndrome (AIDS) or any condition related thereto , marital status , gender, gender identity , genetic infmmation , gender expression , sex or sexual orientation , in the selection and retention of employees and subcontractors and the procurement of materials and equipment , except as provided in Section 12940 of the California Government Code .
Further , Contractor agrees to confo1m to the requirements of the Americans with Disabilities Act 5 in the perfonnance of this Agreement.
14. City's Right to Employ Other Consultants/Contractors. City reserves the right to employ other Contractors in connection with the Services. If the City is required to employ another contractor to complete Contractor's work, due to the failure of the Contractor to perform , or due to the breach of any of the provisions of this Agreement, the City reserves the right to seek reimbursement from Contractor.
15. Conflict of Interest. Contractor, for itself and on behalf of the individuals listed in Exhibit "C", represents and warrants that by the execution of this Agreement, they have no interest, present or contemplated, affected by the above-described Services. Contractor fmiher warrants that neither Contractor, nor the individuals listed in Exhibit "C" have any real property , business interests or income interests that will be affected by this project or, alternatively, that Contractor will file with the City an affidavit disclosing any such interest.
16. Solicitation. Contractor waiTants that Contractor has not employed or retained any person or agency to solicit or secure this Agreement, nor has it entered into any agreement or understanding for a commission, percentage, brokerage, or contingent fee to be paid to secure this Agreement. For breach of this waITanty, City shall have the right to te1minate this Agreement without liability and pay Contractor only for the value of work Contractor has actually perfonned, or, in its sole discretion, to deduct from the Agreement price or otherwise recover from Contractor the full amount of such commission, percentage, brokerage or commission fee. The remedies specified in this section shall be in addition to and not in lieu of those remedies otherwise specified in this Agreement.
17. Prevailing Wage. If applicable, pursuant to Section 1 771 of the California Labor Code, Contractors are required to pay the general prevailing rates of per diem wages, ove1iime and holiday wages as determined by the Director of the Depaiiment of Industrial Relations and implemented by Resolution No. 13346 of the City Council of the City of Riverside. The Director's dete1mination of prevailing wage rates is available on-line at www.dir.ca.gov/dlsr/DPreWageDetennination.htm, and is refe1Ted to and made a paii hereof as though fully set fo1ih herein. California Labor Code Sections 1725.5 and 1771.1 requiring all general contractors and subcontractors to be registered with DIR. Registration can be accomplished through the DIR website by using this link: http://www.dir .ca.gov/Public Works/Public Works.html.
18. Notices. Service of any notices , bills, invoices or other documents required or pennitted under this Agreement shall be sufficient if sent by one party to the other by United States mail, postage prepaid and addressed as follows:
To City
City of Riverside Public Utilities
City of Riverside
Attn: Al Zelinka, City Manager
3900 Main St.
Riverside, CA 92501
To Contractor
Thule Energy Storage
Attn: Joseph Raasch, Director
3396 Sunland Way
Costa Mesa, CA 92626
19. Venue . Any action at law or in equity brought by either of the paiiies hereto for the 6 purpose of enforcing a right or rights provided for by this Agreement shall be tried in the Superior Com1 of California, County of Riverside and the parties hereby waive all provisions of law providing for a change of venue in such proceedings to any other county.
20. Waiver . No action or failure to act by the City shall constitute a waiver of any right or duty afforded City under this Agreement, nor shall any action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically provided in this Agreement or as may be agreed in writ ing.
21. Severability . Each provision, term, condition, covenant and/or restriction, in whole and in part, in this Agreement shall be considered severable. In the event any provision, te1m, condition, covenant and/or restriction , in whole and/or in pai1, in this Agreement is declaredinvalid , unconstitutional , or void for any reason, such provision or part thereof shall be severed from this Agreement and shall not affect any other provision , te1m, condition, covenant and/or restriction of this Agreement and the remainder of the Agreement shall continue in full force and effect.
22. Amendments. This Agreement may be modified or amended only by a written agreement and/or change order executed by the Contractor and City.
23. Authority. The individuals executing this Agreement and the instrnments referenced herein on behalf of Contractor each represent and waITant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions hereof and thereof.
24. Entire Agreement. This Agreement constitutes the final , complete , and exclusive statement of the terms of the agreement between the parties pe11aining to the subject matter of this Agreement, and supersedes all prior and contemporaneous understandings or agreements of the pai1ies. Neither party has been induced to enter into this Agreement by, and neither party is relying on, any representation or waITanty outside those expressly set fo11h in this Agreement. [SIGNATURES ON FOLLOWING PAGE.]
7 IN WITNESS WHEREOF the paities hereto have caused this Agreement to be executed the day and year first above written.
CITY OF RIVERSIDE , a California
chatter city and municipal corporation
By: __________ _
City Manager
Attest: ------------
City Clerk
Certified as to Availability of Funds
By: 1iu ,dtbft:::::="
-hi, CFO/Treasurer
Approved as to Fom1:
By,CLih ~ ~~
Assistant City Attorney
8 Ice Bear SPV #1 LLC d/b/a Thule Energy
Storage, a Delaware limited liability
company authorized to do business in
California
By: ,~p~~
p
[Printed Name]
Authorized Representative
[Title]
By:-------------
[Printed Name]
[Title]
EXHIBIT "A"
SCOPE OF SERVICES
Services not expressly set fo11h in this Exhibit "A" are excluded .
Section 1.1 CoolData & Preventative Maintenance Services - CoolData subscription provides access to Dashboard that tracks up to 22 separate data points on a on intervals ranging from 1- minute to 15-minute basis . The dashboard enables a transparent view of the Ice Bears' operation and has alarming functions to enable proactive troubleshooting of any issues.
City's subscription includes unlimited logins to users with a riversideca.gov email address and to any other qualified users as deemed by City.
Preventative Maintenance visits include TES' s 14-step checklist to ensure Ice Bear is operating at peak efficiency. Service visits are intended to perfom1 c01Tective action to Ice Bears if and as needed by service request; also can be used to prepare for the cooling season. All Preventative Maintenance and Service visits are performed by a licensed and ce11ified technician with extensive training on Ice Bear operations.
Services Annual Annual cost per Notes Visits Ice Bear
CoolData Platform + See Exhibit "B " One Preventative Maintenance Preventative Maintenance 1 Section 1.1 visit per year
Section 1.2 Break-Fix Service - Break-Fix services, decommissioning services, standard, and non standard replacement are also considered pai1 of the Scope of Services, and the compensation schedules are laid out in Exhibit "B" Section 1.2.
If Contractor identifies a potential problem with an Ice Bear, Contractor will contact and seek approval from City Staff prior to dispatching a technician to a site listed in Exhibit "C" to take appropriate action. City Staff will authorize Break-Fix service request based on available budget.
Contractor will promptly notify City staff of any required pai1 replacement or repair work ("Repair Work"). Contractor will provide scope of work and cost estimate for Repair Work and upon approval from City staff, Contractor will perfmm the necessaiy Repair Work.
Section 2.1 CoolData Graphical Interface
Coo1Dat9 Dashboard - Remote Monitoring
• 22 data point s monitored on each
Ice Bear at 5-minute intervals to
ensure proper operations and
allow for maximum uptime
capacity.
• Alarming to identify potential
break-downs and notify TES
service department in real time
• Enables TES tech s troubleshoot
and gather information before
coming to site. This allows the
technician s to have the correct
components with them when
they arrive on site.
• Access to historic al data to review
Ice Bear-specifi c performance.
~ •\"·' .•. ·--•----
\J,:,)
AG unit using the Ice Bear
To rna1 th= sp:;;ce at 56 degre'.:!s
CoQIOata Dashboard-Schedule view
llF1i t J lfnl:' .
~ta-d~J: 15.:.:., SB
Summc.f S,;~~t: !;o1
$1,iimmn End; 10•~1
mD
ke 8-ear charging at night
Mtll
C.1n1ilril<.t i?'43tr-1~·
Sho·n NJimc . TI Qi) 11f.2
\llln-wr St,..n: 1 i rt
Wln1jf.'r E:n~· J/3,i;I
lc-e Be;,r pro viding coo linz;
ldli!
!,!<It r"""' r DDDDDDIIDIJI 10 11 ll 1l mmm 7 IS ·~ i,:i EliBEH?J l,1t !O c~,, .. r, BO . DUUIIIIJIU 10 11 ,; 13 mmm ,, ·18 19 :lXI tafil!HD m J;lelt<i n 11 it • liJD
J:.1<'1t(iuuit2 EID
DDDIBIDD 10 ,1 11 u mmm 17 ,a 19 20 m1BEn-z1
00011100 ,o ,1 u u mmm, ,1 ,a 1~ l'O mmmm
• Make: Ice Bear compressor ru ns to make ice in th e ta nk • Crit: the hours that, by contract , the Ice Bear discharges to offset load • Melt: if th ere is additiona l ice left in the Ice Bear at the end of th e Crit per iod, t he Ice Bear can be set to continue di scharging and offset AC load during these hours Section 2.2 CoolData Dashboard - Points List
Power and utility data:
1. IO.DRld: DR Asset 1 Status
2. RS.KOl: Circuit 1 kW Offset
3. RS.KO2: Circuit 2 kW Offset
4. IO.OAt: Ambient Outside Temp
O&M and system operation data:
5. Al.CPd: Al Target Compressor Status
6. A2.CPd: A2 Target Compressor Status
7. Al.RAt: Al Return Temp
8. Al.SAt: Al Supply Temp
9. A2.RAt: A2 Return Temp
10. A2.SAt: A2 Supply Temp
11. IO.CPw: IB Compressor Work
12. IO.SYw: IB System Work
13. IO.SYp: IB System Pressure
14. IO.TWt: IB Tank Water Temp
15. IO.WSt: IB Wet Suction Temp
16. IO.CSt: IB Compressor Suction Temp
17. IO.CLt: IB Condenser Liquid Temp
18. IO.CBt: IB Cabinet Temp
19. IO.CSp: IB Compressor Suction Pressure
20. IO.Zld: IB Zone 1 Call for Cooling (CFC)
21. IO.Z2d: IB Zone 2 Call for Cooling (CFC)
22. IO.SHt: Superheat Temp
Section 3.1 Annual Preventative Maintenance Service Visit Checklist Every Ice Bear Preventative Maintenance visit undergoes the following 14-step process, for each unit:
1. Visually inspect overall system (look for leaks, damaged coils, piping & insulation issues)
2. Ensure tank lids are tight and have grease added
3. Verify CDC configuration , melt and make schedules, return air temp. & supply air temp . sensors
4. Cycle Ice Bear through all modes
5. Verify that pressures, temperatures, and cmTents are all in range
6. Check all electrical connections (CoolData Controller board, control box, all te1minals)
7. Inspect condenser fan motor blades
8. Verify all pump operation for water pump and refrigerant pump
9. Check water level and top off tank as needed
l 0. Verify capacitor and contactor operation
1 I. Add treatment tabs to water heat-exchanger tank
12. Clean condenser coil
13. Clean out Ice Bear cabinet
14. Inspect ice evaporator coils & condensate
Section 3.2 Preventative Maintenance Report - Contractor shall perf01m Preventative Maintenance services pursuant to Exhibit A Section 1.1 and Section 3 .1. Upon completion of services on the Ice Bears, Contractor must provide proof of completion of services by submitting the Ice Bear Preventative Maintenance Report in Figure 1 included at the end of Exhibit A to City for verification.
Section 3.3 Maintenance Schedule- No later than ten (10) days after the Effective Date and each anniversaiy date of the Effective Date, Contractor shall provide to City an annual maintenance schedule showing the number of Ice Bears to be serviced in each month of the applicable year. The maintenance schedule is non-binding but will be Contractor's best estimate.
Figure 1.
THULE EN ERGY STORAGE
Ice Bear .A.1lllm.l Pre·,·enti1:e ]\faimenmKe
:v1unicipalit,: Date:
Site)hme: Seri:ice I edi:
Addresr.-:
Ice Be1I Serial Number:
Icic BeaI 1',focle l:
Check List Chec-kBo:r
Vistdl y lmµect m·erall sy;tem 1 __ ook for leaL . damazed mil;_ piµinz & i;mua tiou) Emme tank lid; ,ue lie-hi and ha':e 1rrea;e-cl o.dded
Verifr CDC con.fi2'1.u-r,rion. melt and 1m l:e schedules. mt & sa1 semors Cycle ke Bear Hrrou_:2;!1 all modes
\ Ts:rifr µressnre,, r.ernperat'lrres, and cmrent; are all in rnnze Check all electric.11 connectio-us (CDC bo,1.rd. coutrnl box. all !ennin£iJ,) Impect c ouclenser fan motor blades
\ 'erify all pumµ oµerntion (1,vater pnmµ and refri_rernnt Pllll1P) Check \1:aie.r le,:el and top off tml
Veri~,- capacitor and contact or operation
Add treatment tab;
CJ.tan condenser coil
U ean out Icoc BeaI rnbinet
l11sµ,ect ice oc\·ciporntc,r m il & condenrnie
EXHIBIT "B"
COMPENSATION
Section 1.1 CoolData & Preventative Maintenance Services Services Annual Annual cost per Notes Visits Ice Bear
CoolData Platform + One Preventative Maintenance
Preventative Maintenance 1 $450 visit per year
Section 1.2 Break-Fix Services
A. Break-Fix services authorized by the City will be charged at $270 per site visit , for up to first two hours of labor, plus any material costs for Standard Pati replacements.
B. Any additional Break-Fix services authorized by the City will be charged at $180 per hour per technician labor, plus any material costs for Standard Paii replacements.
C. Any Non-Standard Pati replacements, including labor , will be charged as detailed in the table below.
The CoolData & Preventative Maintenance services, Break-Fix services, and decommissioning services labor rates are fixed over the term of the Agreement.
Contractor shall be compensated based on the number of Ice Bears the Contractor perfonns Preventative Maintenance services each month.
Break-Fix services to be invoiced and paid separately from the monthly CoolData & Preventative Maintenance Services compensation.
Standard Part Replacement:
A. All standard paiis (e.g. , those that can be purchased at a hardware store) will be provided at Cost.
Non-Standard Part Replacement:
All Non-Standard Paiis will be furnished and installed at the following rate:
Ice Bear Part Cost to Replace
(Fully Installed including
labor)
Refrigerant Pump $785.50
Inve1ier $530.00
Water Pump $640.50
Compressor $3,000.00
Solenoid $800.00
Solenoid Coil $400.00
Condenser Coil $1,915.00
Condenser Fan $500.00
Condenser Fan Capacitor $350.00
Compressor Capacitor $400.00
CooData Interface Module $405.00
(CIM) Board
CoolData Controller (CDC) $1,220.00
Electronic Expansion Value $800.00
(EEV)
480-240 Transfo1mer $850 .00
24v Transfmmer $450.00
A to D sensors $350 .00
Phase Protector $450.00
Cunent Transducer $450.00
Pressure Transducer $400 .00
High Pressure Switch $350 .00
Crank Case Heater $400.00
Network Communications Kit $1 ,600.00
(NCK)
Exhibit "C"
COMMISSIONED SITES
Ice Bears covered under Agreement, as of date of execution:
Business Ice Bear Name Address
1 220 Laboratories 2375 Third Street Al 2375 Third Street 2 Applebee's 3820 Mulbeny1 St Al 3820 Mulbell)' St
3 Applebee's 3820 Mulbeny1 St A2 3820 Mulbell)' St
4 Arlington Library IB-A 1 _9556 _Magnolia_ Ave_ BOO 1228 9556 Magnolia Ave 5 Arlington Library IB-A3 9556 Magnolia Ave B001230 9556 Magnolia Ave 6 Arlington Library IB-A2 9556 Magnolia Ave B001229 9556 Magnolia Ave 7 BMW Motorcycles of Riverside IB-Al-2-3 77 40 Indiana Ave 8 Bordwell Park 2008 Martin Luther King Al 2008 Martin Luther King Blvd
9 Bordwell Park 2008 Martin Luther King A2 2008 Martin Luther King Blvd
10 Bryant Park (Arlanza 7950 Philbin Ave Bryant Park 7950 Philbin Ave C01mnunity Center) 11 CA Construction 981 Iowa Avenue Al 981 Iowa Avenue
12 Cal Baptist - Post Building Al- PAPA -3570 ADAMS 3570 Adams 13 Canyon Crest Athletic Club 5225 Canyon Crest Drive Al 5225 Canyon Crest Drive 14 Canyon Crest Athletic Club 5225 Canyon Crest Drive A2 5225 Canyon Crest Drive 15 Canyon Crest Athletic Club 5225 Canyon Crest Drive A3 5225 Canyon Crest Drive 16 Canyon Crest Athletic Club 5225 Canyon Crest Drive A4 5225 Canyon Crest Drive 17 CBU - Simmons Hall IB-Al - Papa 8432 Magnolia Ave
18 CBU - Simmons Hall IB-Bl - Papa 8432 Magnolia Ave
19 CBU - Simmons Hall IB-A2 8432 Magnolia Ave
20 CBU - Simmons Hall IB-B2 8432 Magnolia Ave
21 CBU Van Dyne Gym Cal Baptist Al - Van Dyne Gym CBU-20861 8432 Magnolia Ave University 22 CBU Van Dyne Gym Cal Baptist A2 -Van Dyne Gym CBU-20877 8432 Magnolia Ave University 23 CBU Van Dyne Gym Cal Baptist A3 - Van Dyne Gym CBU-20870 8432 Magnolia Ave University 24 CBU Van Dyne Gym Cal Baptist A4 - Van Dyne Gym CBU-20866 8432 Magnolia Ave University 25 Champion Lumber 1313 Chicago Ave Al 1313 Chicago Ave 26 Champion Lumber 1313 Chicago Ave A2 1313 Chicago Ave 27 Champion Lumber 1313 Chicago Ave A3 1313 Chicago Ave 28 Corporate Yard Al -PAPA 8095 Lincoln Ave.
29 Danze Industries 5867 Jasmine St Al 5867 Jasmine St
30 Danze Industries 5867 Jasmine St A2 5867 Jasmine St
31 Danze Industries 5867 Jasmine St A3 5867 Jasmine St
32 Danze Indushies 5867 Jasmine St A4 5867 Jasmine St
33 Danze Industries 5867 Jasmine St AS 5867 Jasmine St
34 Danze Industries 5867 Jasmine St A6 5867 Jasmine St
35 Danze Industries 5867 Jasmine St A 7 5867 Jasmine St 36 Danze Industries 5867 Jasmine St A8 5867 Jasmine St
37 Danze Indushies 5867 Jasmine St A9 5867 Jasmine St
38 Elwir (Buds Tires) Al 8651 Indiana Ave B001233 8651 Indiana Ave 39 Fritts Ford IBA2-6-8 8000 Auto Dr
40 Fritts Ford IBA3-3-4 8000 Auto Dr
41 Fritts Ford IB-Al-10- 7 8000 Auto Dr
42 Fritts Ford Annex A-1 8002 Auto Center Drive 7990 Auto Drive 43 Fritts Ford Annex A-2 8002 Auto Center Drive 7990 Auto Drive 44 Fritts Ford Annex A-3 8002 Auto Center Drive 7990 Auto Drive 45 Furniture and Mattress 3380 Tyler St Al 3380 Tyler St 46 Furniture and Mattress 3380 Tyler St A2 3380 Tyler St 47 Furniture and Mattress 3380 Tyler St A3 3380 Tyler St 48 Furniture and Mattress 3380 Tyler St A4 3380 Tyler St 49 Furniture and Mattress 3380 Tyler St AS 3380 Tyler St 50 Furniture and Mattress 3380 Tyler St A6 3380 Tyler St 51 GAR LABS 1844 Massachusetts Ave A2 1844 Massachusetts Ave 52 GAR LABS 1844 Massachusetts Ave A 1 1844 Massachusetts Ave 53 HERTZ Car Sales of Riverside Al - 7750 Indiana Ave 7750 Indiana Ave 54 Hyundai 8001 Auto Dr. Bldg. C Al 8001 Auto Dr. Bldg. C 55 Hyundai 8001 Auto Dr. Bldg. C A2 8001 Auto Dr. Bldg. C 56 Janet Goeske Center IB-A2 5257 Sierra Street B0012 5257 Sierra Street - - - - 57 Janet Goeske Center IB-A3 5257 Sierra Street B001240 5257 Sierra Street 58 Janet Goeske Center IB-A4 5257 Sierra Street B001241 5257 Sierra Street 59 Janet Goeske Center IB-Al 5257 Sierra Street B0012 5257 Sierra Street - - - 60 Lee & Associates 3240 Mission Inn Avenue Al 3240 Mission Inn A venue 61 Magnolia Police Department IB-Al 10541 Magnolia Ave B001237 10540 Magnolia Ave 62 Malcolm Smith Motor Sports A2-7599 Indiana Ave 7599 Indiana Ave 63 Malcolm Smith Motor Sports A3-7599 Indiana Ave 7599 Indiana Ave 64 Malcolm Smith Motor Sports A4-7599 Indiana Ave 7599 Indiana Ave 65 Malcolm Smith Motor Sports AS-7599 Indiana Ave 7599 Indiana Ave 66 Malcolm Smith Motor Sports A6-7599 Indiana 7599 Indiana Ave 67 Malcolm Smith Motor Sports Al-7599 Indiana Ave 7599 Indiana Ave 68 Mary Roberts Pet Adoption 6165 Industiial Ave Al 6165 Industrial Ave Center 69 Mary Roberts Pet Adoption 6165 Indushial Ave A2 6165 Industrial Ave Center 70 Mary Roberts Pet Adoption 6165 Industrial Ave A3 6165 Industrial Ave Center 71 Mazda 8330 Indiana Ave A Al 8330 Indiana Ave A
72 Mazda 8330 Indiana Ave A A2 8330 Indiana Ave A
73 Nissan 8330 Indiana A venue B Al 8330 Indiana Avenue B 74 Nissan 8330 Indiana Avenue B A2 8330 Indiana Avenue B 75 Riverside Honda 8330 Indiana Ave BLDG C Al 8330 Indiana Ave Bldg C 76 Riverside Honda 8330 Indiana Ave BLDG C A2 '8330 Indiana Ave Bldg C 77 Riverside Honda 8330 Indiana Ave BLDG C A3 8330 Indiana Ave Bldg C 78 Riverside Municipal Airport IB-A3 6951 Flight Rd 6951 Flight Road 79 Riverside Municipal Airport IB-A2_6951_Flight Rd 6951 Flight Road 80 Riverside Municipal Airport IB-Al 6951 Flight Rd 6951 Flight Road 81 Sabert Corporation 860 Palmyrita Ave Al 860 Palmyrita Ave 82 Sabert Corporation 860 Palmyrita Ave A2 860 Palmyrita Ave 83 Sigma Stretch Al 1565 Eastwood Ct. 1575 Omaha Ct
84 Sigma Stretch A2 1565 Eastwood Ct. 1575 Omaha Ct
85 Sigma Stretch A3 1565 Eastwood Ct. 1575 Omaha Ct
86 Singh Chevrolet IBA1-B001238 8200 Auto Drive
87 SoCal Gas 4495 Howard Ave Al 4495 Howard Ave
88 SoCal Gas 4495 Howard Ave A2 4495 Howard Ave
89 Sofa Plus 3666 Van Buren Blvd Al 3666 Van Buren Blvd 90 Superform 6767 Columbus St Al 6767 Columbus St
91 Trademark Cosmetics Al - 545 Columbia Ave - Trademark 545 Columbia Ave 92 Trademark Cosmetics A2 - 545 Columbia Ave - Trademark 545 Columbia Ave 93 University Village Bldg A 1201 University Ave Al 1201 University Ave 94 University Village Bldg A 1201 University Ave A2 1201 University Ave 95 University Village Bldg A 1201 University Ave A3 1201 University Ave 96 University Village Bldg A 1201 University Ave A4 1201 University Ave 97 University Village Bldg A 1201 University Ave AS 1201 University Ave 98 University Village Bldg A 1201 University Ave A6 1201 University Ave 99 University Village BLDG B 1201 University Ave Bl 1201 University Ave 100 University Village Bldg E 1201 University Ave El 1201 University Ave 101 University Village Bldg E 1201 University Ave E2 1201 University Ave 102 University Village Bldg E 1201 University Ave E3 1201 University Ave 103 VFW Veterans of Foreign War - 10303 Arlington Ave Al 10303 Arlington Ave Post 9223 104 VFW Veterans of Foreign War - 10303 Arlington Ave A2 10303 Arlington Ave Post 9223 105 Victoria Club 2521 Arroyo Dr Al 2521 A..tToyo Dr
106 Victoria Club 2521 Arroyo Dr A2 2521 Arroyo Dr
107 Villegas Park IB-30-A2 3091 Esperanza Ave .
108 Villegas Park IB-30-Al 3091 Esperanza Ave.
109 Wayne's Engine Rebuilders 2200 Business Way Al 2200 Business Way 110 Wayne's Engine Rebuilders 2200 Business Way A2 2200 Business Way 111 Wicks Brewery 11620 Starling Ave Al 11620 Starling Ave EXHIBIT "D"
KEY PERSONNEL
Thule Energy Storage key staff members:
Brice Soucy - Authorized Representative
Andrew Soare - Authorized Representative
Joe Raasch - Director