Sebastopol City Council
January 17, 2023

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CITY OF SEBASTOPOL

CITY COUNCIL

AGENDA ITEM
January 17,2023
Honorable Mayor and City Councilmembers
Public Works Superintendent, Dante Del Prete
Adoption of Resolutions amending the Sebastopol Library lease agreement and partner Resolution Authorizing the grant application acceptance and execution of the grant funds from the State of California Budget Acl of 2021(58129) for the City of Sebastopol Library Energy Efficiency lnfrastructure lmprovement + Solar PV Project, and approval of change order proposal to facilitate installation of new roof and solar PV Responsible Department: ( Pu bl ic Works/City Ad ministration ) That the Sebastopol City Council consider a request to approve resolution for grant award from California State Library Association, Library lease extension, and associated change order to existing energy contract with Syserco Energy Solutions for implementation of grant-funded Scope of Work.
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Meeting Date
To:

From:

Subject:

Recom mendation
Funding: Currently Budgeted: Yes _No X N/A
Grant Fundin g of $707,I25
Account Code/Costs authorized in City Approved Budget (if applicable) AK (verified by Administrative Services Department) I NTRODUCIION/PU RPOSE :

Consideration of approval of resolution to receive grant award from California State Library for the amount of 5707,I25, whereas grant funding shall be used to pay for project costs for new roof and solar PV system.

Consideration of approval of resolution to approve Amendment Number 1. Approving and adopting the amendment lo 7L40 Bodega Avenue Iease agreement.

Consideration of approval of change order Scope of Work to existing Energy Services Agreement that will include the following:
o Design and lmplementation of new roof at Library
o Design and lmplementation of new rooftop solar PV system at Library

BACKGROUND
ln December 202!, Cily Council Approved an Energy Services Contract with Syserco Energy Solutions, lnc., to design and implement multiple energy-conservation measures at multiple City-owned facilities. lncluded in the contract is 5715,968 that was allocated toward energy conservation measures at the Library, including the following:
o Replacement of existing natural gas HVAC unit with electric heat pump r LED lighting upgrades
o Water conservatlon improvements
o Building Envelope Sealing, including weatherization and door sweeps & seals City staff also had a need to replace the roof and a desire to install solar PV on the roof at the Library, however, Agenda Item Number: 7
Agenda Item Number: 7
City Council Meeting Packet for Meeting of: January 17, 2023

funding for this Scope of Work was not yet identified at the time of executing the Energy Services Contract. The City intended to work with Syserco Energy Solutions to source a Power Purchase Agreement (PPA) that would serve as the funding source for the new roof and solar PV at the Library. Under a PPA, a 3'd party ownership modelwould be utilized to payforthe design and implementation costsforthe project, and underthe PPA Agreement, the City would purchase the electricity generated by the PV system from the PPA provider instead of PG&E.

During the process of sourcing a PPA provider, City staff was notified by the Sonoma County Library Association that a grant opportunity was available through the California State Library Association. The grant program is called the "Building Forward Library lnfrastructure Grant Program" and provides an opportunity for Library facilities to apply for grant funding that can be used for energy-efficiency related infrastructure improvements.

The grant program requires a 50% match from the applicant. City staff recognized an opportunity to leverage the existingenergyservicescontractamountasafundingmatch. Subsequently,ST0T,l2Sthathadbeenalready allocated toward energy conservation measures at the Library was identified as an eligible match to submit for the grant application as a 50% match that would be used to fund project that includes the new roof and rooftop solar PV system at the Library. Staff was able to leverage existing funding that did not include the new roof and solar PV to provide the City with an opportunity to receive grant funding for the new roof and solar PV system.

The opportunlty to fund this portion of the project (solar + roof) with a grant provides the City with the greatest overall financial benefit, and eliminates the future cost of electricity ihat would have been required by a PPA co ntract.

DISCUSSION:

City staff worked with Syserco Energy Solutions to complete preliminary design of the new roof and solar PV system and submit the grant application in July 2022. City staff received notification of grant award for the amount of 5715,968 in September 2022. ln order to be in compliance for the grant program requirements, the City is required to install I00% of Scope of Work, as identified in grant application, including the following:
o Replacement of existing natural gas HVAC unit with electric heat pump o lnstallation of new roof
o lnstallation of rooftop solar PV
Items found to not be eligible for the fundlng match were. o LED lighting upgrades
r Water conservation lmprovements
o Building Envelope Sealing, including weatherization and door sweeps & seals As these items had already been completed.

The award of funding for the new roof and solar presents a great opportunity to move forward with the Library solar project as the costs associated with power purchase agreements were not financially favorable.

By utilizing the Building Forward Library lnfrastructure Grant Program funding to offset the cost of the new roof and solar PV system presents a significant financial benefit as a long-term contractual power purchase agreement would have required the electricity produced to be purchased from a PPA provider.

Additionally, to be compliant of the grant program requirements and receive formal commitment for the release of grant fundlng, City Council must approve the (attached) resolution of receipt of grant award and a minimum ten-year extension to the library lease agreement. At this time the current lease agreement is proposed to be extended lo 2026 to meet the requirements of the grant funding. Although, both the Library Commission and the City agree that details other than the length of the lease will be revisited at a future date.

As part of the grant program requirements, any unused grant funding that is not applied to the above-listed Scope of Work, shall be returned to the California State Library Association, as per requirements of the "Building Forward Library lnfrastructure Grant Program"
Agenda Item Number: 7
Agenda Item Number: 7
City Council Meeting Packet for Meeting of: January 17, 2023

Syserco Energy Solutions has submitted a change order proposal for Scope of Work extension to existing Energy Services Contract for the design and implementation of the new roof and rooftop solar PV system, for the amount of 5707,!25. Upon approval of grant resolution, lease agreement extension and modified Scope of Work change order proposal by City Council, staff will complete all required grant paperwork in order to secure grant funding and finalize design and implementation of finalScope of Work.

CLIMATE ACIION COMMITTEE REVIEW:

The Climate Action Committee has had the opportunity to review the proposed Solar PV system components and proposal. Although, while several questions andlor concerns by the Climate Action Committee have been addressed, due to time constraints the full project has not been fully discussed at a commission meeting.

ENVIRONMENTAL REVIEW:

The installation of photovoltaic panels, and roofing work, at the existing Sebastopol Library building is categorically exempt from the California Environmental Quality Act (CEQA), pursuant to CEQA Guidelines Section L0304 (a), Class 1-, which exempts minor alterations to an existing structure that involve no expansion or use, including mechanical equipment and repairs.

GOALS:

The project responds to the following General Plan goals Goal EV 7: Maintain a Stable and Self-Sustaining Fiscal Base in Order to Generate the Resources Necessary to Provide Desired City Services and Support New Growth that is Consistent with the City's Values and Goals Goal CSF l-: Provide High Quality Community Services, Facilities, and lnfrastructure to All Residents, Businesses, and Visitors in Sebastopol
The project is also consistent with the adopted Climate Action Framework goals:

BE1. Reduce greenhouse Cas (GHG) emissions from buildings and support better community health by:
o Making all buildings more energy efficient.

BE3. Expand the installation of solar panels and other renewable energy sources, both locally and in partnership with other entities in Sonoma County, to further decarbonize Sebastopol's electricity supply.

CO3. Reach carbon neutrality for all City-owned buildings and City operations by 2030 or sooner

PARTNERSHIPS
The California State Library Association has provided preliminary approval of grant funding that will enable this project to move forward.

PUBLIC COMMENT:

As of the writing of this staff report, the city has not received any public comment. However, staff anticipates receiving public comment from interested parties following the publication and distribution of this staff report.

Such comments will be provided to the Ciiy Council as supplemental materials before or at the meeting. ln addition, public comments may be offered during the public comment portion of the agenda item.

PUBLIC NOTICE:

This item was noticed in accordance with the Ralph M. Brown Act and was available for public viewing and review at least T2hours prior to the scheduled meeting date.

Agenda Item Number: 7
Agenda Item Number: 7
City Council Meeting Packet for Meeting of: January 17, 2023

FISCAL IMPACI:

No NET cost to the City. Design and lmplementation of new roof and rooftop solar PV system (and all associated project costs) shall be funded by the Building Forward Library lnfrastructure Grant Program.

RECOMMENDATION:

Staff recommends that the City Council consider approval of grant resolution, Library lease extension update and change order proposal in order to allow staff to submit paperwork by January 20,2023 to formally approve receipt of grant and authorize Syserco Energy Solutions to implement new roof and solar PV system at the Library ATTACHMENTS:

Resolution Accepting Library Grant Funding
Library Lease agreement extension
Syserco Energy Solutions Change order
Agenda Item Number: 7
Agenda Item Number: 7
City Council Meeting Packet for Meeting of: January 17, 2023

RESOLUTION NO,
Resolution of the City Council

AUTHORIZING THE GRANT APPLICATION, ACCEPTANCE, AND EXECUTION OF THE GRANT FUNDS FROM THE STATE OF CALTFORNTA BUDGET AC-t OF 2O2r (SB 129)
WHEREAS, the Legislature and Governor of the State of California have provided funds for the program shown above; and
WHEREAS, the California State Library has been delegated the responsibilityforthe administration of this grant program, establishing necessary procedures; and
WHEREAS, said procedures established bythe California State Library require a resolution certifyingthe approval by the potential grantee's governing board either before submission of said application(s) to the State or prior to execution of the grant agreement; and WHEREAS, the Applicant/Grantee, if selected, will enter into an agreement with the State of California to carry out ihe project; and
WHEREAS, the City of Sebastopol proposes to implement the City of Sebastopol Library Energy Efficiency lnfrastructure lmprovement + Solar PV Project; and
WHEREAS, the City of Sebastopol has the legalauthority and is authorized to enter into a funding agreement with the State of California; and
WHEREAS, the City of Sebastopol intends to apply for grant funding from the California State Library for the City of Sebastopol Library Energy Efficiency lnfrastructure lmprovement + Solar PV Project; and NOW THEREFORE, BE lT RESOLVED THAT the City of Sebastopol, with acknowledgement of Sebastopol's Sonoma County Library, as follows:

1.That pursuant and subject to all of the terms and provisions of the California Budget Act of 2021, the City of Sebastopol, City Manager, or designee is hereby authorized and directed to prepare and file an application for funding with the California State Library, and take such other actions necessary or appropriate to obtain grant funding.

2.The City of Sebastopol, City Manager, or designee is hereby authorized and directed to execute the funding agreement with the California State Library and any amendments thereto.

3.The City of Sebastopol, City Manager, or designee is hereby authorized and directed to submit any required documents, funding requests, and reports required to obtain grant funding.

4.Certifies that the project will comply with any laws and regulations including, but not limited to, the California Environmental Quality Act (CEQA), legal requirements for building codes, health and safety codes, the California Labor Code, disabled access laws, and, that priorto commencement of the project, all applicable permits will have been obtained.

Agenda Item Number: 7
Agenda Item Number: 7
City Council Meeting Packet for Meeting of: January 17, 2023

lN COUNCIL DULY PASSED, APPROVED, and ADOPTED this 17th day of January 2023. l, the undersigned, hereby certify that the foregoing Resolution was duly adopted by the City of Sebastopol City Council by the following vote:

VOTE:

AYES:

NOES:

ABSENT:

ABSTAIN:

APPROVED
Mayor, City of Sebastopol
ATTEST
Mary Gourley, MMC, Assistant City Manager/City Clerk

APPROVED AS TO FORM
Larry McLaughlin, City Attorney
Agenda Item Number: 7
Agenda Item Number: 7
City Council Meeting Packet for Meeting of: January 17, 2023

RESOLUTION NO. XXXX-2023

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEBASTOPOL APPROVING AND ADOPTING THE AMENDMENT TO]I4O BODEGA AVENUE LEASE AGREEMENT AMENDMENT NUMBER 1
WHEREAS, the CITY OF SEBASTOPOL, a municipal corporation, hereinafter called CITY, and the SONOMA COUNTY LIBRARY, hereinafter called LESSEE, has an existing agreement for operation and management the Sebastopol Library; and
WHEREAS, the City of Sebastopol and Lessee agree to Amend the current agreement listed as Attachment A (Amendment 1).

NOW THEREFORE, BE lT RESOLVED, by the City Council of the City of Sebastopol, approval of the Amendment Number 1to the Agreement with SONOMA COUNTY LIBRARY.

PASSED AND ADOPTED, by the CrTy COUNCTL of THE CITY OF SEBASTOPOL, COUNry OF SONOMA, of STATE OF CALIFORNIA on this 17th day of January 2023.
l, the undersigned, hereby certify that the foregoing Resolution was duly adopted by City of Sebastopol City Council following a roll call vote:

VOTE:

Ayes:

Noes:

Absent:

Abstain:

APPROVED
Mayor, City of Sebastopol
ATTEST
Mary Gourley, MMC, Assistant City Manager/City Clerk

APPROVED AS TO FORM
Larry McLaughlin, City Attorney
Agenda Item Number: 7
Agenda Item Number: 7
City Council Meeting Packet for Meeting of: January 17, 2023

LEASE AGREEMENT
tERSfr made and entered into the 1st day of January 2023, between the CITY OF SEBASTOPOL, a lViunicipal Corporation, as Lessor, and the SONOMA COUNTY LIBRARY, as Lessee. :
lT lS AGREED between the parties as follows:

DESCRIPTION OF PREMISES. The Lessor hereby leases to Lessee, and Lessee hires from Lessor, for the exclusive use of Lessee, on the terms and conditions hereinafter set forth, those certain premises with appurtenances, situated in the City of Sebastopol, County of Sonoma, State of California, and described as follows:
7140 Bodega Avenue
TERM. The term of the lease shall commence on the first (L't) day of January 2023 and shall remain in full force and effect for a period of thirteen (13) years and terminating on the thirty first (31't) day of December 2036 unless cancelled by either party by notice in writing to the other party at least eighteen months in advance.

CONSIDERATION. No monetary rent shall be paid for the premises. The material consideration for this lease is the benefit accruing to the City of Sebastopol through the provision of library service by the Sonoma County Library.

USE. The premises are leased to the Lessee for the purpose of conducting thereon and therein a branch of the Sonoma County Library.

ALTERATIONS. Lessee shall not make, or suffer to be made, any structural alterations of the said premises, or any part thereof, without the written consent of the Lessor first sought and obtained, provided, however, that Lessee may install, build and maintain in or on said premises such shelving, counters or other fixtures or furnishings as may be necessary for the use of said premises as a branch of the Sonoma County Library and upon the termination of this lease said Lessee is hereby granted the right to remove such fixtures or furnishings as may have been installed by Lessee during the term of said lease, provided that the Lessee shall repair or replace any areas damaged by such installation or removal to its original conditions, subject to reasonable wear and tear only.

UTtLtTtES, JANTTORIAL SERVICE, LANDSCAPE MAINTENANCE. Lessee shall pay for all gas, electricity and water consumed, and any sewer service charges incurred, in the operation of the premises. Lessee shall provide at its own expense such janitorialservice as may be needed.

Lessor shall maintain at its own expense any landscaping which is integral to, and associated t
Agenda Item Number: 7
Agenda Item Number: 7
City Council Meeting Packet for Meeting of: January 17, 2023

with, the subject building
REPAIRS. Lessee, at its own cost and expense, will maintain the premises and appurtenances and every part thereof in good and sanitary order, condition, and repair throughout its occupation of the premises underthis Lease, and shallfurnish at its own cost all necessary materials and supplies, including light bulbs, and replacement of fixtures, as may be necessaryto keep the premises in good operating order for its intended purposes. Lessee's obligation to maintain includes the obligation to service, maintain and repairallelectrical and mechanical equipment installed in the building, except that Lessor shall be responsible for the replacement of any major components of mechanical and electrical equipment, including the equipment itself, which shall become inoperative or non-functional. Lessor shall be responsible for the replacement of carpeting due to excessive wear. Lessor shall maintain and repair as necessary, the building shell including ifs walls, roofs, ceilings, doors, and major structural members. This obligation of the Lessor does not include any obligation, however, to maintain the interior surfaces of the buildingstructure, such as interiorwalls, ceilings and floorsurfaces in clean and sanitary conditions, and Lessor shall not be responsible for any necessary or desirable cleaning, washing, decorative painting, or painting or other similar treatment intended to maintain cleanliness and sightliness in the interior of the building.

TERMINATION. ln the event Lessor elects to terminate its participation ln this agreement, Lessor agrees to enter into a new agreement with Lessee for the joint operation of library services from said premises, forthe mutual benefit of residents of the city and of the surrounding unincorporated area, under terms which are mutually agreeable to Lessor and Lessee.

ENTRY BY OWNER. Lessee shall permit Lessor and his agents to enter into and upon said premises at all reasonable times for the purpose of inspecting the same or for the purpose of maintaining the building in which said premises are situated or for the purpose of making repairs, alterations, or additions to any other portion of said building.

INSURANCE. LESSEE shall procure and maintain during the life of this Agreement, lnsurance as listed in Exhibit A. Lessee will obtain and keep in force liability insurance and fire and hazard insurance covering the furniture, fixtures, materials and operations conducted on the premises under this lease, in policy form and amounts the same or substantially the same as carried by the Lessee in conducting its operations throughout and in the several locations of Sonoma County in which it provrdes library services, as shall be determined in the exercise of good discretion and judgment by the governing board of Lessee. Lessee shall transmit copies of certificates of such insurance policies to Lessor upon demand of Lessor. Lessee shall hold Lessor free and harmless from, and shall indemnify Lessor against, any and all costs, claims, liabilities, expenses, attorney fees, and other obligations and detriments which may arise out of the operations of Lessee under this lease, whether the same shall be caused by the death or personal injury of any person or persons or damage or loss to property, or otherwise. Lessor shall be responsible for fire and hazard insurance only on the structure. 2 Agenda Item Number: 7
Agenda Item Number: 7
City Council Meeting Packet for Meeting of: January 17, 2023

BINDING ON SUCCESSORS. The covenants and conditions herein contained shall apply to and bind the successors and assigns of all of the parties hereto.

ADDITIONAL TERMS AND CONDITIONS: USE OF FORUM ROOM. Lessee shall give Lessor first priority in reserving the use of the Forum Room for the purpose of public meetings of the Sebastopol City Council, Sebastopol Planning Commission and other City boards and commissions. Lesseeshall makenochargetoLessorfortheuseoftheForumRoomforpublic meetings. Lessee shall provide 3 sets of keys to Lessor. to the Forum Room and other rooms of the Library, for the purpose of assuring emergency service access. Lessor shall assure that only authorized City personnel use said keys.

ASSIGNMENT OF LEASE TO OTHERS. Lessee shall not assign this lease to any other public agency nor person or private party without first securing the consent of the Lessor.

CITY OF SEBASTOPOL
MAYOR
ATTEST
City Clerk

SONOMA COUNTY LIBRARY
6^tlr"l*r**

INTERIM LIBRARY DIRECTOR
ATTEST
6^'n-z*
3 Clerk
Agenda Item Number: 7
Agenda Item Number: 7
City Council Meeting Packet for Meeting of: January 17, 2023

Exhibit A
CITY of Sebastopol
lnsurance Requirements for LESSEE
LESSEE shall procure and maintain forthe duration of the lease insurance against claims for injuries to persons or damages to property which may arise from or in connection with LESSEE'S operation and use of the leased premises.

Minimum Scope and Limits of lnsurance
Coverage shall be at least as broad as
L. Commercial General Liability (CGL): lnsurance Services Office Form CG 00 0l covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury, and personal & advertising injury with limits no less than $2,000,000 per occurrence. lf a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.

2. Automobile Liability: lnsurance Services Office Form Number CA 00 01 covering any auto (Code 1-), or if LESSEE has no owned autos, hired, (Code 8) and non-owned autos (Code 9), with limit no less than S1,000,000 per accident for bodily injury and property damage. 3, Workers' Compensation: as required by the State of California, with Statutory Limits, and Employer's Liability lnsurance with limit of no less than S1,000,000 per accident for bodily injury or disease. (This applies to LESSEEs with employees).

4. Property insurance against all risks of loss to any tenant improvements or betterments, at full replacement cost with no coinsurance penalty provision. lf the LESSEE maintains broader coverage and/or higher limits than the minimums shown above, the CITY requires and shall be entitled to the broader coverage and/or the higher limits maintained by the LESSEE. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the CITY.

Other lnsurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:

Additional I nsured Status
The CIW of Sebastopol, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the LESSEE including materials, parts, or equipment furnished in connection with such work or operations.

Primary Coverage
For any claims related to this contract, the LESSEE's insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 0L 04 13 as respects the CITY, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the CITY, its officers, officials, employees, orvolunteers shall be excess of the LESSEE's insurance and shall not contribute with it. 4 Agenda Item Number: 7
Agenda Item Number: 7
City Council Meeting Packet for Meeting of: January 17, 2023

Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except after thirty (30) days prior notice to the CITY.

Waiver of Subrogation
LESSEE hereby grants to CITY a waiver of any right to subrogation which any insurer of said LESSEE may acquire against the CITY by virtue of the payment of any loss under such insurance. LESSEE agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the CITY has received a waiver of subrogation endorsement from the insurer.

Acceptobility of I nsu rers
lnsurance is to be placed with insurers authorized to conduct business in the state with a current A.M.

Best's rating of no less than A: Vll.

Deductibles and Self-lnsured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the CITY. At the option of the CITY, either: the LESSEE shall obtain coverage to reduce or eliminate such self-insured retentions as respects the CITY, its officers, officials, employees, and volunteers; or the LESSEE shall provide a financialguarantee satisfactoryto the CITYguaranteeing payment of losses and related investigations, claim administration, and defense expenses. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by eitherthe named insured or CITY.

Verificotio n of Coverage
LESSEE shall furnish the CIW with original Certificates of lnsurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to CITY before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the LESSEE's obligation to provide them. The CITY reserves the right to require complete, certified copies of all required insurance policies, including endorsements, required by these specifications, at any time.

Special Risks or Circumstances
CITY reserves the right to modify these requirements at any time, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

All certificates and endorsements shall reference the appropriate policy number, names of insured, and shall be signed by an authorized representative of the insurer. 5 Agenda Item Number: 7
Agenda Item Number: 7
City Council Meeting Packet for Meeting of: January 17, 2023

Created:

By:

Status:

Transaction lD:
2023-01-09
Jaylene Demapan fi [email protected])
Signed
CBJCH BCAABAA-VFscPcRLlwN DcdQPcsECL|lry4imtM
SCL-City of Sebastopol Lease Update 2022
FinalAudit Report 2023-01-10
"SCL-City of Sebastopol Lease Update 2022" History
* Document created by Jaylene Demapan [email protected]) 2023-01-09 - 1 l:58:14 PM GMT- lP address: 98.51.217.24 El Document emailed to Erika Thibault ([email protected]) for signature 2023-01-09 - 11:59:06 PM GMT
f; Emait viewed by Erika Thibault ([email protected]) 2023-01-10 - 0:00:08 AM GMT- lP address: 76.133.151.140 ds Document e-signed by Erika Thibault ([email protected]) Signature Date: 2023-01-10 - 0:00:'17 AM GMT - Time Source: server- lP address: 76.133.151.'140 O Agreement completed
2023-01-10 - 0:00:17 AM GMT
@ nAoUe Acrubat Sign
Agenda Item Number: 7
Agenda Item Number: 7
City Council Meeting Packet for Meeting of: January 17, 2023

SYSERCO
t ri t , fj 1 '?, $ i $ I i a, ,a t
City of Sebastopol
Dante Del Prete
Director of Public Works
7120 Bodega Ave.

Sebastopol, CA 95473
Subject: Change Order Proposal for New Roof and Solar PV at Library Reference Documents:
1,. Energy Services Agreement, Fully Executed t2/9/21,

2. Energy Services Proposal, Exhibit A to Energy Services Agreement Dear Mr. Del Prete,
Per the existing Energy Services Agreement (dated and signed by the City of Sebastopol and Syserco Energy Solutions on 12/9/211, and in reference to the Energy Services Agreement Exhibit 1- titled "Energy Services Proposal", this change order proposal includes Scope(s) of Work outlined in Energy Services Proposal according to the following sections:
o Section 2.6: ECM 5.0L "lnstall New Solar PV" (page 16) r Section 2.6: ECM 7.03 "Roof Replacement" (page 19)
All terms and conditions of the existing Energy Services Agreement shall apply to this proposed Scope of Work.

Note: The cost of these (2) ECMs is not included in the existing Energy Services Agreement total cost of 54,968,891. Per the Energy Services Proposal, the initially intended source of funding for these (2) ECMs was a Power Purchase Agreement, however, due to a recently awarded grant to the City by the California State Library, titled "Building Forward Grant", the City now intends to fund the implementation of these (2) ECMs with grant funding, provided by the California State Library. All terms and conditions outlined by the Building Forward Grant program shall apply to the payment and execution of this Scope of Work.

Please see Attachment A for technical specifications for the proposed Scope of Work.

Tota! Change Order Proposal Price: 5707,125
Syserco Energy Solullons. lnc. | 21 5 Fouder Avenue: Sulle 140 | Fremont, CA 94539 Agenda Item Number: 7
Agenda Item Number: 7
City Council Meeting Packet for Meeting of: January 17, 2023

s SYSERCO
Please signify acceptance of this Change Order Proposal by signing below Authorized by
fxtltS! 1$rutt9r*t.

Larry Mclaughlin
City Manager /City Attorney
City of Sebastopol
Scott Meinzen
VP / General Manager
Syserco Energy Solutions, lnc.

Signature
Date
Attachment A - Technical Specifications
Signature
lyserco Energy Solullons, lnc. | 215 Four{er Avenue : Sulle 140 | tte monl, CA 94539 Page2of 2
Agenda Item Number: 7
Agenda Item Number: 7
City Council Meeting Packet for Meeting of: January 17, 2023

ENERGY SERVTCES CONTRACT
This Energy Seryices Contract ("Contract") is macle and entered into as of ?et.Irlu:tl f"Effective Date"), between Syserco Energy SolLrtions, Inc., a California company ("Energy Services Contractor"), having its principal offices at 21 5 For-uier Ave. Suite 140, Frernont, CA 94539, and City of Sebastopol, having its principal office at 7120 Bodega Ave, Sebastopol, CA 95472 ("Customer"), who are collectively referred to as the "Parties", or individually as a o'Party".

WHEREAS, Energy Services Contractor is a company with experience and technical and management capabilities to provide lor the discovery, engineering, procurentBnt, installation, financing. maintenance and rnonitoring of energy saving lneasllres, solar powel generation measuresr and/or operations and maintenance cost reductions at facilities similar to Customer's facilities; WHEREAS, Energy Services Contractor has prepared a project proposal in the fonn of an Energy Services Proposal ("Proposal") for Customer; and
WI{EREAS, Custorner desires lor Energy Setvices Corrtractor to perform cetlain work as identified in this Contract, and Energy Services Contractor desires to perlorm such work; WHEREAS, if CLrstomer is a public entity, this Contract is procured pursuant to the fallowing procurement statute or other aLrthority: CA Legislative Covernment Code 42 17. Energy Services Contractor enters into this Contract in reliance on Customer's represerrtations concerning the appropriateness and validity of the procul'ement meclranism{s) under whicli this contract is procured. Customer as a fiduciary acknowledges such reliance by Energy Services Contractor.

NOW THEREFORE, the parties agree as fbllows:
l. Contacts. As of tlre Effective l)ate. and subject to change from time to time, the following persons al'e the primary representatives oleach party as related to exectttion ofthis project:

For Enelgy Services Cotrtractor:

Name: Gabe Johnson
Title: Account Executive
Address: 215 FourieL Ave., Frenront, CA 94539
'l'elephone: 107-227-6377
Ernail: [email protected]
ire, llo
For Customer:

Name:

Title:

Address:

Telephone
Email:

Dante Del Prete
Public Works Superintendent
714 Johnson St., Sebastopol, CA 95472
707-823-533 1
[email protected]

2. Scope of Work. Enelgy Services Contractor agrees to perfcrm the design and/or constluction lvolk set fofth in the proposal desclibed as Energy Services Proposal ("Work") and attached hereto as Exhibit A.

Custorner agl'ees to iake all actions identified in this Contract tltat arc nccesszu'y to aclrieve the project benefits identified. Energy Services Contractot will provide all labor. materials, cquipntent, and strpervision, including sr-rbcontractors-necessarytoperf'olrntlreWork. IfincludedintheProposal orotlrelexhibittothisContract, EneLgy Set'vices Contlactor also aglees to perforrn post-construction services. whiclr may inclLtde monitoring. lreasurelrent and veriflcation services. followirrg Substantial Cornpletion of the Work ("Services").

Pagc I of9
Agenda Item Number: 7
Agenda Item Number: 7
City Council Meeting Packet for Meeting of: January 17, 2023

3. Conrpensation. Custorner shall pay Energy Services Contraclor Four Million, Nine Hundred SixtyEight Thousand, Eight Hundred Ninety-One Dollars and Zera Cents ($4,968,891,00) ("Priceo') as compensation for Energy Services Contractor's performance of the Work and Services as provided herein. Customershall pay Energy Services Conhactor in accordance with the Schedule of Values that shall be reviewed and approved by Customer prior to beginning the Work. Customer shall pay Energy Services Contractor wiihin fifteen (15) days of receiving an invoice, Energy Services Contractor will be entitled to interest at the rate allowed by law on all sums overdue and unpaid from the date due. Additional project financial information inoluding total compensation and payment terms is as set forth in the Proposal, or other attached exhibits, as applicable.

4. Time. The Work to be performed under this Conhaot shall begin within 30 days of the date of an Executed Contract or Letter of Award ("Commencement Date") and is anticipated to end by the earlier of the dates set forth in Section 4.a. or 4,b., below ('oTime'). If the Work is divided into phases or individual projects, each phase or proiect will start in accordance with the timeline included as part of this ContracL The Worlc, but not ttie Services, ihult Ue completed by the daie that is the earlier of:
a. The date on which Energy Services Contractor is substantially complete with the Work.

Substantial completion means that Energy Services Contractor has performed enough of the Work so that Customer may use the Wotk for its intended purpose or realize an intended benefit frorn the Work. If the Work is divided into phases or individual projects for which individual prices have been negotiated {65Phaset'), then substantial completion dates shall apply to each phase or individual project as indicated in this Contract, Substantial completion should be demonstrated via execution by Customer of a certificate of substantial completion. b. (365) days after the Commencement Date, subject to equitable extensions of Time, or pursuant to this Conlract.

Any Services shall commence on the substantial completion date, unless a different date is specified herein, and slrall continlre for a I -year period unless a different period is specified herein. 'lhe conditions of all utility cost savings as set forth in the Energy Services Proposal shall coincide with the tetm ofthe Services. lffor any reason Customer terminales or breaches this Contract including but not lirnited to its obligations pursuant to the Services portion of the Contract or other separate agreement, the utility cost oonditions of this agreement shall automatically term inale.

5. Permits, Approvnls, Taxes. Unless obtained by Customer or otherwise specificd in this Contract, Energy Services Contractor shall obtain all permits, licenses, and inspections that are required for the Work.

Customer shall be responsible for securing all other nocessary approvals, easements, zoning changes, or similar entitlements. An equitable adjustment in the'lime and Price of the Contlact shall be made to account for any time Customer spends securing any of these items after the Commencement Date, and reasonable gosts incurred by Energy Sewices Contractor as a result, Customer shall pay all taxes associated with the Work including, sa1es, use, real cstate, and personal property taxes.

6. Safety. Energy Services Contractor shatl be responsible fol initiating, maintaining, and supervising safe performance of the Work, Energy Services Conil'actor shall comply with all applicable laws, ordinances, rules, regulations, and lawful ordels ofpublic authorities related to safety ofpersons or property. "1, Cleanup. Energy Services Contractor shall keep the premises and the surrounding area free from accumulation of waste materials or rubbish caused by the Work. Upon completion of the Work, Energy Services Contractor shall remove all waste materials, rubbish, tools, construction equipment, machineryo and surplus materials,

8. Sutrcontractors. Enerry Services Contractol' may hile subcontractors to perform any portion of the Work or Services uncler this Conh'nct, Energy Sewices Contractor is entirely and ultimately lesponsible fol compliance witit the provisions of this Contract and for any part of work that is performed by a subcontractor.

Agenda Item Number: 7
Agenda Item Number: 7
City Council Meeting Packet for Meeting of: January 17, 2023

9. Borrowed Equipment, If requested by Energy Services Contractor and if permitted by Customer's representative, Energy Services Contractor may use Customer's equipment in performing the Work or Services.

Energy Services Contractor assumes full and complete responsibility for the use of the equipment, will ensure that only a competent operator will be permitted to use the equipment and only after fully inspecting the equipment, shall not modify the eqLripment, shall be solely responsible for all claims, demands, lawsuits, losses, expenses and/or liabilities that arise from its use of the equipment to the extent of Energy Servioes Contractor's negligence, ancl agrees that Cusromer makes no representation or warranty regarding the condition or suitability of equiprnent for any intended use.

10. Insurance. Prior to oommencing Work, Energy Services Contractor shall provide to Customet' required insurance certificate and endorsements per attached City of Sebastopol Insurance Requirements for Professional Set'vices, Exhibit B.

11. Bonds. If required by Customer and not included in the Proposal, Energy Services Contractor shall furnish a peiformance bond and/or a paymsnt bond, in an amollnt equal to the construction cost of the Work, and such cost shall be paid by Customer in addition to the Price. The performance bond shall cover completion of the physical work per the approved design. The bonds shall not guarantee or warranty the efftciency or performance -of
any aspect of the Work or Services, and shall not cover any obligation of Energy Services Contractor to ensure that the Work as constlucted, or Services, will result in any partieular level of energy savings, Any suit on the Bonds must be brought within the period of one (1) year after substantial completion; provided, however, that if this suit limitation is void or prohibited by law, the minimum period of limitation available to sureties as a defense in the jr.rrisdiction of the suit shall be applicable. Energy Services Conilactor may furnish a retention bond in lien of retainage held on respective monthly invoices. Becanse such bond is for Customer's protection, the cost of such bond shall be paid by Customer in addition to the Price.

12. Hazardous Materials. The Work and Services expressly exclude any wotk of any nature associated or connected with the identification, abatement, cleanup, control, removal, or disposal of hazardous materials or substances, including but not limited to asbestos, lead, or PCBs. As ofthe Bffeciive Date, Customer represents that, to the best of its knowledge, there is no haeardous material sn the premises that may in any way relate to the Work or afl'ect Energy Services Contractor's ability to deliver the Work or Services, Prior to the Commencement Date, Customer shall provide to Enerry Services Contractor a comprehensive good faith survey thalalaminimum cornplies with applicable regulatory requirements, and identifies all actual or suspected hazardous materials, quantities, and specific locations of such materials on the premises, Faiture to provide such good faith survey timely shall rcsult in an equitable adjustment to Time. If Enerry Services Contractor becomes aware of or suspects the presence of huardous materials on the premises during thc Work or Selices, Energy Ser.vices Contractor shall notify Customer, Customer shall investigate and cot'rect the suspected hazardous materials in accordance with all applicable laws, Enetgy Services Contractor shall have the right to stop work in the affeoted area until the suspected hazardous materials are investigated and remediated by Customer, and the Time and Price shall be eqr.iitably adjusted relative to the duration of Customer's investigation and remediation of the suspected hazardous materials.
lJ. Delays. If Energy Services Contractor is delayed in the commencement or completion of the Work or Services by causes beyond its control, including but not linrited to file, flood, theft, vandalism, labor disputes, abnonnal adverse weather conditions, acts of God, acts of the public enemy, riot, wat, unavailability of equipment or supplies, or supply chain delays caused by any ofthe foregoing, then Energy Services Contractor shaliproviclewritten notice to the Custonrer of the existence, extcnt of, and reasou for such delays,and an equitable adjustment in the Time of the Contract shall be made as a result, lf a delay is attributable to failure by Customer to perform its obligations under the Contract or failure to coopefato with Energy Services iontractor in the tiurely completion of the Work, an equitable adjustrnent to'Iime and Price shall be tnade as a result.

Agenda Item Number: 7
Agenda Item Number: 7
City Council Meeting Packet for Meeting of: January 17, 2023

14. Certificate of Suhstantial Cornpletion. Upon Substantial Completion of any Phase of the Work, Customer shall execute a certificate of substantial completion acknowledging:
a. The portion of the Wcrk substantially cornpleted, and the date of substantial completion. b. Receipt of any manuals and training provided by Energy Servioes Contractor under this Contract. c. Any warranly staft date and warranty period.
d, A punchlist of items remaining to be oompleted by Energy Services Contractor.

Timing of Substantial Cornpletion does not depend on Customer's timely executing a certificate of substantial conrpletion, and faiiure by Customer timely to execute a csrtificate of substantial completion shall not operate to extend the date of Substantial Completion.

15. Cusfomer Use, Upon substantial completion or staft of beneficial use, whichever occurs first, Customer is responsible for ttse, operation, and maintenance of all aspects of the Work and Services. Energy Services Contractor shall not be responsible for improper use, operation, or maintenance of any aspect of the Work or Services by CLrstomer or othets at any time.

16. Warranty. Energy Services Contractor warrants that the Work will be of good quality and newl that the Worlc will be free frorn defects not inherent in the quality required or permitted; and thal; the Work will conform to this Contract. Energy Services Contractor warrants that the Worlc shall be free from defects in material and workmanshiparisingfrom normal usage for a period of one ( I ) year from the dateof substantial completion, or starl of beneficial use by Customer, whichever is earlier. This warranty does not cover any improper use, operation, or maintenance of any aspect of the Work, or if the Work has been abused, altered, or repaired by the Cristomer ol thild parties without supervision by or prior written approval from Energy Services Conlractot, or if serial numbers or warranty dale decals have beon rernoved or altered. Customer must report any warranty claims to Energy Services Contractor in writing, and such claims must be presented immediately upon having reason to know that a warranty issue exists, Faiiure by Customer to notify Energy Services Contractor of the need for warranty service within ten days of discovery of a warranty claim will void this warranty.

Additionally, Clrstonrer shall not hire or direct others to repair any waranty item without Energy Services Contractot's written consent. Ctrstomet's repair of any warranty item without the written consent of Energy Services Contractor shall void this waranty with respect to such item, and the cost of such repair shall not be reimbursable to Customet by Energy Services Contractor. Energy Services Contractor malces no warranty whatsoever regarding materials or products provided by third parlies that are incorporated into the Work. TFIE WARRANTIES CONTAINED IN THIS CONTRACT ARE EXCLUSIVE, AND IN LIEU OF ALL OTI.IER WARRANTIES, WHETHER E,XPRESS, IMPLIED, OR STATUTORY,INCLUDINC WITHOUT LIMITA'I]N ANY WARRANTIES OF MERCI-IANTABILITY, FIABI'I'ABILITY, OR FITNESS FOR A PART]CULAR

USE OR PTJRPOSE,

17. lndemnity. Where the seruices to be provided by Consultant under this Agreement are design prol'essional services as that term is defined under Civil Code Section 2782.8, Consultant agrees to indemnify, defend and hold hatmless, the City, its oflicers, officials, employees and volunteers from any and all claims, demands, costs or tiability that actually or allegedly arise out of, or peftain to, or relate to the negligence, recklessness or willful misconduct of Consultant and its agents in the performance of services under this contract, but this indernnity does not apply to liability for damages for bodily injury, property darnage or other loss, arising from the sole negligence, active negligence or willfLrlmisconduct by the City, its officers, official employees, and volunteers. lf it is linally adjudicated ttrat liability is caused by the cornparative active negligence or willful misconduct of an indemnified party, then Consultant's indemnification and defense obligations shall be rcduced in proportion to the established compatative liability of the indernnified party and shall not exceed the Consultant's proportionate percentage of fault.

As t'espects all acts or omissions ,uvhich do not arise directly out of the perforrnance of design professional sel'vices,

Agenda Item Number: 7
Agenda Item Number: 7
City Council Meeting Packet for Meeting of: January 17, 2023

including but not limited to those acts or omissions normally covered by general and automobile liability insurance, Consultant agrees to indemnity, defend and hold harmless the City, its officers officials, employees and volunteers for an against any claim, detnands, losses, liability of any kind or nature arising out of or in connection with the Consultant's perfortnance or failure to perform under the terrns of this contract, excepting those whish arise out of the negligence or miscotrduct of the City, its officers, officials, employees and volunteers.

18. Damages. NEITI-IER PARTY SHALL BE LIABLE T0 THE OTHER PARTY FOR ANY

CONSEQUBNTIAL, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR SIMILAR DAMAGES OR LOSSES, INCLUDING I.OSS OF PROFITS, ARISING OUT OF OR RELATINC TO THIS CONTRACT, WHE.THER BASED iN CONTRACT OR TORT OR ANY OTHER THEORY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

19. Force Majeure. Energy Services Contractor shall not be liable to Customer for damages, loss, injury, or delay caused by cotrditions that are beyond the reasonable control of Energy Selvices Contractor. Such conditions include, but are not limited to flood, fire, thefto pandemic, epidemic, vandalism, abnormal adverse weather conditions, acts of the public enemy, acts of Cod, riot, war, strike, loss, or shoftage of transportation facilities, locl<-out, commandeering of matelials, product, plant, or facilities by the government, or supply chain delays caused by any ofthe foregoing.

20. Fire Safety and Security Equipment. If this Contract covers fire safety or security equipment, Customer acknowledges that Energ5r Services Contractor is not an insurer regarding those services, and Energy Services Contractor shall not be responsible for any danrage or loss that may result from fire safety or security equipment that fails to peribrm properly or fails to prevent a casualty loss.

21. Changes. The Work or Services may be changed pursuant to a writlen change order executed by an authorized Energy Services Contractor signer and Customer signer ("Changc Order"). A Change Order is valid only to the extent tlrai it changes the scope of Vy'ork or Services, Price, and/or Time, Any invalid portions of a Change Ordel shall be ciisregarded. The Paffies contemplate thal Change Orders may inciude scope changes such as installation of additional utility conservation rneasures, facility improvement measul'es, and operational efficiency improvements'or the furnishing of additional services within the identifled facilities, as well as other facilities owned or operated by Customer, Energy Services Contractor shall be entitled to a Change Order for additional or extra work or services provicled lry Energy Services Contractot to Custotner at Customer's reqnest, without regard to whether such request is verbal or in writing.

22. Intellectual Property. Plans, designs, specifications, drawings, materials, exhibits, reports, memorandao studies, software code, electronic data, and other intellectual informalion and materials provided by Energy Services Contractor to Customer (collectively the "Intellectual Propcrty") as part of the Work or Services are instruments ol'service owned by Energy Sewices Conlr'actor and ate not'owork made Ibr hile" as such term is defined rinder U.S. copyright law. If this Contract is performed to completion, then Enerry Services Conh'actor' grants to Customer a lirnited license to use the Intellectual Prapcrty to operale, maintain, renovate, and manage the snbject matter of this Contract, The Intellectual Prcperty shall not be used on other projects or flor completiorr of the Work ol Services by others, unless Enelgy Services Contractor is adjudged to be in material breach of this Contract, in which case Customer shall use the Intellectual Property at its sole risk, and shall hold Energy Services Contractor harmless from any and all errors or omissions in the lntellectual Property. T'he parties acknowledge that monetary damages may not be a suffrcient remedy for unauthorized use of lntellectual Prnperty and that Energy Services Contlactor shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction. lf any bond is re quired in connection rarith such an action, the allegedly breachirrg patty agrees that $3,000 shall be a reasonabls amount of such bond.

Energy Seryices Contractor and Customer recognize that the damages to be sustained by Energy Services Contractor in the event of improper r"rse of Intcllectual Properly by Custornerwill be difficult if not irnpossibleto ascertain.

Agenda Item Number: 7
Agenda Item Number: 7
City Council Meeting Packet for Meeting of: January 17, 2023

Consequently, Energy Services Contractor and Customer, after each having consulted with their respective legal counsel and being fully aware of their rights herein, do hereby agree that in the event that Customer breaches tlris Agreement with respect to use of Intellectual Property, Customer agrees to pay to Energy Services Contractor $1,000.00 per day as liquidated damages for the period of three (3) years following the date of breach. Customer and Energy Services Contractor, after consulting with their respective legal counsel on their rights herein, do hereby agree and stipulate that the liquidated damages sum is a fair and reasonabie estimate of the damages which Energy Serices Contractor rvill sustain in the event Customer materially breaches this Agreement with respect to use of Intellectual Property, and that nothing herein shall be construed to be a penalty.

23. Terrnination. This Contract may be terminated at any time as described below:
a, Termination for Cause. If Energy Services Contractor materially fails to perform under this Contract, Customer rnay notify Energy Services Contractor in writing of Customer's intent to terminate this Contract along with a description of the alleged failure. If Energy Services Contractor does not in good faith take reasonable steps to correct such failure within fifteen (15) days after receipt of such notice, Customer may terminate this Contract, and Energy Seryices Contractor shall be entitled to receive payment for all amounts earned prior to termination, tf it is determined lor any reason that termination was improper, the termination shall be treated as a terminati on for convenience.
b. Termination for Convenience. Customer may terminate this Contract in whole or in part for any reason by providing written notice of termination to Energy Services Contractor and specifying the date on when the termination becomes effective. Upon receipt of such notice, Energy Services Contractor shall incur no further obligations in connection with the terminated work and will stop woilt to the extent specified. Energy Services Contractor shall also terminate outstanding orders and subcontracts as they relate to the terminated work. Energy Services Coniractor shall settle liabilities and claims arising out of the termination of sLrbcontracts and orders connected with the terminated work, and Customer shall pay Energy Services Contraotor for such expensees, demobilization costs incured by Energy Services Contractor due to the termination, ovcrhead through the end of work performed due to termination of the Contract, and lost proiits on terminated work, Such amounts shall be paid by Customer to Energy Services Contt'actor within fifteen (15) days of Energy Services Corrtractor's clelivery to Customer of a request for payment. In additlon, Energy Services Contractor may terrninate this Contrast in whole or in part for any leason by providing written notice of termination to Customer and specifying when termination becomes effective. [n such case, Energy Services Contraclor shall refund to Customer all amounts prepaid by Customer and unearned by Energy Services Con'iractor as of the date of termination, and Customer shall have no payment obligation to Enelgy Services Contractor fot unperformed Work.
c, Unappropriated Public Funds. If Customer is a public entity that is prohibited by law from making fiscal conimitments beyond the tcrm of its currcnt fiscal period, and does not currenty have funds set aside to pay for this Contract in future years, then Energy Services Contlactor's compensation in future years is contingent upon the availability of appropriations in future years sttffrcierrt to pay for this Contract. Payments pursuant to this Cotrtract shall be made only frorn funds appropriated or available, as of the Effective Date of this Contract, to pay for this Contract, and Custonrer's liability for paymcnts shall be limited to the amonnt of appropliated or available lunds as of the Effective Date of this Contract. lf Customer funds are not appropriated or available to firnd this Contract, then Customer may terminate this Contract without further obligation related to the non appropliated ol unavilable funds.

24. Disputes, Tire Parties agree that the following plocess will be used to resolve any dispute between them.

Agenda Item Number: 7
Agenda Item Number: 7
City Council Meeting Packet for Meeting of: January 17, 2023

All dispute tesolution shall be oonducted in good faifh, shall be confidential, shall be treated as compromise and settiement negotiations for purposes of applicable rules of evidence) and shall be inadmissible in any litigation, or other judicial proceeding.
a. Negotiations. First, the Parties will attempt to negotiate a resolution. b. Mediation. If a dispute remains unresolved more than thirty (30) calendar days after the comlllencslrent of negotiations and the Parties have not mutually agreed to extend the negotiation period, then the Parties shall pursue mediation. In mediation, the Parties shall mutually select a mediator, the cost of the rnediator and other administrative costs shall be shared equally by the Parlies, and each Parly shalt be responsible for its own costs and expenses. c. Arbitration. If any dispute remains unresolved more than sixty (60) calendar days after the comtnencelrent of medialion, and the Parties have not mutually agreed to extend the mediation period, then eithel Party may pul'sue arbitration. The following rules shall apply to arbitration:

The Parties shall mutually select an arbitrator. In the interest of fairness and to ensure that any arbitlator renders an awald in accordance with California law, the Parties agree that the arbitiator shali not have the power to commit (a) errors of law or legal reasoning, (b) errors of fact, (c) errom with regard to mixed questions of law and fac| or to render an award: (d) not based on substantial evidence, (e) based on evidence not presented at the hearing, or (f) not in conformity with the substantive and procedural law of the state of California, If the arbitrator exceeds uny bt the foregoing specific powers, the award may be vacated or corrected by filing a petition puriuant to the Act in the Superior Cou$ in and for thl county where the projectis loca:tsd, fn reviewing the award, the Superior Court shall sit as if it were an appellate court, in all respects, includinf but uot lirnited to the scope of review, The decision of the Superior Court is, itsel{ subject t<l rel'iew by the Califoruia appellate coults. The arbitrator shall hear and determine the matter, and shall execLtte and acknowledge the award in writing and cause a copy therBof to be clelivered to each oitl"re palties, The award shall include factual findings, conclusions of law, and the reasons on wirioh the decision is based. The decision of the arbitrator shall be final, binding, and conclusive, except to the extent the decision may be sr,rbmitted for judicial review as provided herein. The award of the albitrator may be confirmed by the Superior Court in the coirnty where the project is located, and such Court may vacate, rnodi$, or colrect the award in accordance with tire prevailing sections of the Act ancl in accordance with the terms and conditions herein.

The uon-pt'evailing Party shall reirnbutse the prevailing Party for all of its rcasonable attorneys' f'ees" costs, attd expenses related to the arbitration, provided, however, tlral as a precondition io stlch ar,r,at'd, the plevailing PaLty shall have participated in negotiations and rnecliatiorr in goocl faitir.
25' Noticcs. Aii rrotices to Energy Services Conhactor shall be written, shaLl be sent via certified mail op a national courier service or personally delivered, shall consist ofone original to Attn: General Counsel, Energy Services Contmctor" 2 t5 liourier Ave, Fretnont, CA 94539, and one original to the primary Energy Services=- Contractor cotttact fbr ths Work, and shall be deemed clelivered when received by the General Counsel.

26. Non-Solicitatlon of Employees, Custorner shall not, so long as Energy Services Contractor is engaged by Customer and for tr,velve (12) rnonths after such engagement encls, directly or indirectly solicit or.t"rrui*t u=ny employee of Energy Set'vices Conto'actor to leave his or her ernployrnent with Energy Services Contractor, This provision does lrot apply if ths Energy Seruices Contractor employee approaches Customer of his or her own accord' Enelgy Services Contractor and Customer reoognize that the damages to be sustained by Energy Services Colltractor in the event of unauthcrized hifing of an ernployee of Energy Services Contractor by Customer will be difficult if not impossible to ascertain. Consequently, Customer ancl Energy Services Contr.actor, after each having cottsulted with their respective legal counsel anrl being fully aware of their rights hercin, do hereby agrer that in the event that Custonrer oauscs Energy Services Contractor.to lose any Energy Services Contractor PageT of9
Agenda Item Number: 7
Agenda Item Number: 7
City Council Meeting Packet for Meeting of: January 17, 2023

employee, Customer agrees to pay to Energy Services Contractor an amount equivalent to the total prior twelve (12) months' compensation, inctuding but rrot limited to salary, bonuses, and benefits, of the Energy Services Contractor empioyee lost due to the unauthorized conduct of Customer. Company and Energy Services Contractor, after consulting with their respective legal counsel on iheir rights herein, do hereby agree and stipulate that the liquidated damages sum is a fair and reasonable estimate of the damages which Energy Services Contractor wiil sustain in the event Company materially breaches this Agreeuient as referensed above, and that nothing herein shall be construed to be a penalty,

27. Choice of LawA/enue. This Agreement shall be governed and construed under the laws of the State of California, notwithstanding any choice of law provision whether statutory, common law, or contractual. The Parties consent to exclusivejurisdiction and venue ln the state courts ofCalifornia. Enerry Services Consultant and Customer waive all defenses of lack of personal jurisdiction and forum non conveniens.

28. Assignmcnt. Neither Party may assign or transfer its rights and/ol obligations under this Contract without the prior written consent of the other Party which shatl not be unreasonably withheld, unless the assignment is to an affiliate of the Party.
29, No lYaiver. No waiver of a brcach, failure olany condition, or any right or remedy contained in or granted by the plovisions of this Contract shall be effective unless it is in writing and signed by the parly waiving the breach, failure, rigirt, or remedy. No waiver of any breach, failure, right, or remedy shall be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver.

30. thereof.

No Third Party Bcnel-tciaries. Thsre are no third party beneficiaries under this Contract or any portion

31. Severability, Survival. If any portion of ihis Contraot shall be held invalid in whole ol in part under any law, rule, regulation, or order, then such portion shall remain in effect only to the extent permitted, and the remaining porlions of the Contract shall remain in full force and effect. Any invalid portions shall be substituted with an interpretation that nost accurately reflects the Pafies' intentions.

32. Tax Benefits. Unless otherwise specified in this Contract, Energy Services Contractor is solely entitled to claim tax beneltts avaiiable under seotion 179D of the lnternal Revenue Code (EPAct), or its successor.

33. Waiver of Suhrogation. The Parties waivc all rights against each other and their directors, officers, agents, and employees, and other contractors, for damages ol losses to the extent covercd by insulance,

34. Amendmemt. This Contract may not be amended except pursuant to a written amendment signed by an authorized signer ofeach Party.

35. Headings. The headings of this Contract ale for purposes of reference only and shall not limit or define the meaning of the plovisions of this Contract.

36. Complete :*greernent, This Contract, including the exhibits attached hereto, is a fully integrated agreement and contains the enlire understatrding between Energy Selvices Contractor and Customer with respect to the sr-rbject mattei' hereoL Any legal terms and conditions appearing in any attachment to this Contract shall be ignored to the extent they contradict or are inconsistent with the terms and conditions contained in the foregoing numbered paragrapirs. All previous agreements between Energy Services Contl'actor and Cuslomer as to the Work ale supersedccl by this Contract,

37. Contract }}ocurnents. By this refetence, the following exhibits are attached hereto and made a part of this Contract:

Agenda Item Number: 7
Agenda Item Number: 7
City Council Meeting Packet for Meeting of: January 17, 2023

Exhibit A
Exhibit B
Energy Services Proposal
City of Sebastopol lnsurance Requirements for Professional Seruices lN WITNESS WHEREOF, the parlies hereto have executed this Contract as of the Effective Date.

ENERGY ICIS R CUSTOMER
By
Printed Name Printed McLaughlin
Title;City
Date Signed Date Signed Y4

Agenda Item Number: 7
Agenda Item Number: 7
City Council Meeting Packet for Meeting of: January 17, 2023

City of Sebastopol
Energy Services Proposa I
5 ":r
\-/

SYSERCO
€NEIgY SOTUIIONS

SYSERCO
Ei\iIRGY SOI"UTIONS
E n e rgy Se rvices P ro posa I
Prepared for the City of Sebastopol, CA
Date Submitted: October 6,2021
Presented by: Chad Olsen, PE, CEM
Gabe iohnson
Doc Revision: R02
October 2021 Proprietary and Confidential
Agenda Item Number: 7
Agenda Item Number: 7
City Council Meeting Packet for Meeting of: January 17, 2023

@SYSERCO
City of Sebastopol
Energy Services Proposal

ENIRGY SOTUTIONS
Table of Contents
sEcrtoN 0 - ExEcuflvE SUMMARY ............ .......2
SE?T|'NT-|NTRADUCTION..... ........3

1.1TEAM EFFORT 3

1.2 APPROACH 3
sEcnaN 2 - scoPr oF woRK.. 4

2.1 ENERGY CONSERVATION MEASURE (ECM)SUMMARY ...4

2.2 ENERGY SERVICES ...... 4

2.3 CLARIFICATIONS & EXCLUSIONS ..5
sEcTtoN g
- PR}JECT FTNANCTALS ............. .... 200

3.1 FIRM-FIXED PROJECT COST........... ...............200

3.2 ITEMS INCLUDED IN PROJECT COST 200

2.4 EXTENT OF SUBCONTRACTING ..........

2.5 PROJECT SCHEDULE

2.6 ECM DESCRIPTIONS & DETAILED SCOPE OF WORK

3.4 SES COMPENSAT|ON................

3.5 TERMS AND CONDITIONS ...........

SECTION 4 - EXHIBITS
...........6
................. 6
,,',',,...,7
October 2021 Proprietary and Confidential Page L
Agenda Item Number: 7
Agenda Item Number: 7
City Council Meeting Packet for Meeting of: January 17, 2023

SYSERCO
City of Sebastopol
Energy Services Proposal
ENEiGY SOTUf IONS
SECTION O_ EXECUTIVE SUMMARY
The City of Sebastopol selected Syserco Energy Solutions (SES), a qualified Energy Services Company, to develop a City-Wide, comprehensive Energy and Operations Project compliant with CA GC 4217.fhe process of developing the Energy Conservation and Facility lmprovement Measures (ECMs and FlMs)for the City involved performing an lnvestment Grade Audit (lGA) of the City's facilities. The IGA established a historicalenergy and utility baseline and identified ECMs and FlMs and incorporates the main needs of the City's Facilities team.

Syserco Energy Solutions is pleased to present the following energy efficiency and facility improvement project to the City of Sebastopol. This project shall utilize funding from a Tax-Exempt Municipal Lease, Capital Contribution and a Power Purchase Agreement (PPA)' The primary goals of this Project are:

1. Replace the HVAC equipment at the Sebastopol Library

2. lnstall new solar PV generation and replace the roof at the Sebastopol Library

3. lmprove the water & wastewater pumping system efficiency

4. Reduce energy consumption across City-owned infrastructure

5. Reduce overall City greenhouse gas reductions

6. lmprove tenant ability for real-time monitoring of water use

7. Allow Ciiy staff to monitor water-usage real-time

8. Upgrade aging infrastructure
The following table is the firm-fixed Project Cost and estimated utility and operational savings.

Proiect Cost 5+,909,89t
1't Year Utllity Cost Savings 524r,821
1't Year O&M Savings $74,s33
Total J"'t Yeor Savings 5316,354
Funding Contribution form
lves Pool Club s3o,ooo
Proiect Payback * 11.5
NET PROJECT ,5-YEAR CUMULATIVE SAVINGS = 57,208,040
* - Factored Payback based on Municipal Lease Financing with 15-year term at 2.85% interest ond 4% annua! utility escalation. See Exhibit 1 "Cash Flow" for yeor-by-yeor calculotion of proiect paybock.

October 2021- Proprietary and Confidential Page2
Agenda Item Number: 7
Agenda Item Number: 7
City Council Meeting Packet for Meeting of: January 17, 2023

SYSERCO
City of Sebastopol ENERGY SOTUIIONS
Energy Services Proposal
SECTION 1 _ INTRODUCTION
Syserco Energy Solutions (SES) is pteased to present this Energy Services Proposal (ESP) to the City of Sebastopol (Sebastopol) for the purpose of implementing the recommended Energy Conservation Measures (ECMs) included in the final lnvestment Grade Audit (lGA) at the City of Sebastopol's various fa cilitie s.

The intent of this ESp is to detail the Scope of work, Project cost and Financing structure that will result from the implementation of the identified ECMs. on the basis of these projections, SES will update existing systems, improve occupant comfort, reduce utility consumption and increase revenue. The City of Sebastopol will also realize maintenance and operational cost savings and Capital Cost Avoidance as a result of this work.

This proposal marks the culmination of a detailed energy and operational audit of the City's facilities, during which resource consuming systems and equipment were analyzed to understand the potential for energy savings and metering equipment was evaluated for existing accuracy. To develop the recommended project, experienced Energy Engineers, Project Managers and Project Developers from SES have assessed and analyzed energy efficiency opportunities. Syserco Energy Solutions has investigated multiple means for accomplishing this goal, including retrofitting equipment or installation of new devices and/or employing enhanced strategies to improve operational efficiency.

1.1TEAM EFFORT
Syserco Energy Solutions would like to thank members of City Staff and Facilities personnel who worked closely with our team throughout this process. Without their assistance, this project would not have been possi bl e.

1.2 APPROACH
The IGA process involved numerous site visits, interaction with City of Sebastopol Management and Facilities Staff, as well as a detailed analysis of existing equipment and systems, current utility consumption and any available logs and profiles of equipment. Studies of the energy usage, operating conditions and interviews with facility personnel were valuable sources of information that contributed greatly to this effort. Syserco Energy Solutions has taken into consideration the input provided and has integrated the various infrastructure needs of the City of Sebastopol through the proposed ECMs.

October 2021 Proprietary and Confidential Page 3
Agenda Item Number: 7
Agenda Item Number: 7
City Council Meeting Packet for Meeting of: January 17, 2023

City of Sebastopol SYSERCO
Energy Services Proposal
EN€RGY SOIUTIONS
SECTION 2 _ SCOPE OF WORK

2.1 ENERGY CONSERVATION MEASURE (ECM) SUMMARY
For the detailed scope of work descriptions please refer to the "2.6 ECM DESCRTpTIONS & DETATLED SCOPES OF WORK" section.

The followlng table shows the description of each Energy Conservation Measures (ECMs), energy savings, cost savings and the estimated O&M savings for each ECM.

Projected energy reduction and cost avoidance figures are calculated based upon existing building occupancy/ operation and stipulated assumptions of performance. Legacy utility billing was derived from City generated reports and future revenue increases are calculated using the historical data and applying an improved rate of accuracyforwater meters. All calculations are based upon industry best practices and methodologies.

2.2 ENERGY SERVICES
SES will include the following services related to thts project 1'. DESIGN SERVICES: SES will provide a detailed engineering design as needed to obtain the City's review and approval. ln addition, SES will also provide Projecl /Construction management services, start-up, testing, as-built drawings of systems designed, and provide relevant operations and maintenance manuals.
2, CONSTRUCTION: SES will provide, or cause to be provided, all material, Iabor, and equipment, includlng paying for permits, fees, bonds, and insurance, as required for complete working installation of the proposed equipment.
a. SES will provide a Site Superintendent who will be responsible for the onsite supervision and coordination of trades and subcontractors. This individual's responsibilities will include regular work observations, quality control, enforcement of site-specific safety plan, as well as coordinating any impact upon building occupants with the Owner. b. SES may perform portions of the contract work or may subcontract portions to qualified firms.

2.02 DESTRATIFICATION FANS -55C 891 ol s978 s371

2.03 E-GEN HP HEATER 16,689 c ol 54,867 S49o

2.05 HVAC UNIT REPLACEMENT c c ol sd s10.607

2.06 POOL CHLORINE GEN ERATOR c c r.gs+l 32o.s64 s1,97S

3.01 BUILDING LIGHTING UPGRADE & STREETLIGHTS 108.759 0 ol S3r.7r4 s3.847

4.Ot CITY WATER METER REPLACEMENT 0 0 s,saal sno,77z s33.203

4.02 PUMP REPAI R/REPLACEMENT 227,404 0 ol s66,31c s22,932

4.03 DOMESTIC WATER EFFICIENCY r,273 68 zotl 52.7s1 Ssea

5.0L NEW SOLAR PV ON ROOF 0 0 ol sc s0

7.Ot BUILDING ENVELOPE SEALING 1,055 527 ol S998 S182

7.02 WINDOW FILM 9,831 0 ol s2,867 s3s9

7.03 ROOF REPLACEMENT 0 0 ol sc s0
Total 364.447 L,86 Lz,ugl 3241..821 S74.s33
October 2021 Proprietary and Confidentia I Page 4
Agenda Item Number: 7
Agenda Item Number: 7
City Council Meeting Packet for Meeting of: January 17, 2023

SYSERCO
City of Sebastopol ENERGY SOTUIIONS
Energy Services P roPosal
c. When SES has completed the installation of the equipment, including start-up, operations verificatlon, and training in accordance with the proposal, SES will provide to Owner a "Notice of Commencement of Energy Savings".
d. At the conclusion of the project, SES will submit a "Notice of Substantial Completion" to the Owner.

3. CONSTRUCTION MANAGEMENT: SES witl provide an experienced Construction Manager who will provide contract administration services for the Project. The Owner is expected to coordinate dayto-day communications with tenants and any scheduling of tenant relocations in and around occupied ai^eas.
4, OpERATION TRA|NING: SES will provide training of Facilities and Utility Billing Staff during the construciion and close out period. ln addition to this, the manufacturer recommended training for all new and upgraded systems will be provided upon completion'

5. WARRANTy: SES will warrant equipment and workmanship for (1) year following Notice of Substantial Completion. Specific information regarding equipment warranties will be passed on to Owner.

6. EQUIPMENT MAINTENANCE: SES will provide no equipment maintenance or repairs after the warranty period. Following the completion of the installation and Owner acceptance of the equipment, the Owner shall provide all necessary service, repairs, and adjustments to the equipment so that the equipment will perform in the manner and to the extent set forth in the proposal. SES shall have no obligation to service or maintain the equipment after the warranty period.

7. HAZARDOUS WASTE: The Work and services expressly exclude any work of any nature associated or connected with the identificatlon, abatement, cleanup, control, removal, or disposal of hazardous materials or substances, including but not limited to asbestos, lead, or PCBs. As of the Effective Date, Customer represents that, to the best of its knowledge, there is no hazardous material on the premises that may in any way relate to the Work or affect the ability of SES to delrver the Work or Services. prior to the Commencement Date, Customer shall provide to SES a comprehensive good faith survey that at a minimum complies with applicable regulatory requirements, and identifies all actual or suspected hazardous materials, quantities, and specific locations of such materials on the premises. Failure to timely provide such good faith survey shall result in an equitable adjustment to Time. lf sES becomes aware of or suspects the presence of hazardous materials on the premises during the Work or Services, SES shall notify Customer' Customer shall investigate and correct the suspected hazardous materials in accordance with all applicable laws. SES shall have the right to stop work in the affected area until the suspected hazardous materials are investigated and remediated by Customer, and the Time shall be equitably adjusted relative to the duration of customer's investigation and remediation of the suspected hazardous materials.

2.3 CLARIFICATIONS & EXCLUSIONS

2.3.1 CLARIFICATIONS
. All work to be performed during regular work hours when occupied spaces are accessible. SES will work closely with City staff to identify work areas that may require after-hours work- SES will review October 2021 Proprietary and Confidential Page 5
Agenda Item Number: 7
Agenda Item Number: 7
City Council Meeting Packet for Meeting of: January 17, 2023

City of Sebastopol SYSERCO
Energy Services Proposal

ENIRGY SOIUIIONS
project schedule with City staff so that mutual agreement is reached for site access and Cityapproved work in occupied spaces.

All field craft labor will comply with prevailing wage requirements and current California DlR.

All existing field sensors, valves, actuators, conduit, and wiring will be re-used.

City of Sebastopol to provide all required static lP addresses and Ethernet drops for equipment.

All structural engineering related to the support of mechanicalequipment as identified is included, all other structural work is excluded.
li is assumed that the Owner will provide a laydown and storage area during the construction period.

All existing curbs / sleepers for rooftop equipment and support structures are assumed to be in good conditlon and are structurally adequate.

All permit drawings, Title 24 forms and permit fees required for the execution of the work are i ncl u ded.

It is assumed that the existing piping lsolation valves are working in good order and are not leaking. lr is assun^ied that City of Sebastopol will provide electrical power to operate electrical construction tools anci equipment.

Proposal ls based on reusing existing electricalcircuits unless specifically stated.

Assumes proper grounding exists for all electrical equipment.

Tesiing and Balancing for replaced equipment is included, all other is excluded.

Pricing is based on a single-phase project, multiple phases or extensions to schedule may constitute a change in scope
A one year warranty from date of measure acceptance is included.

2.3.2 EXCLUSIONS
o Replacement of isolation valves is excluded.
o Temporary heating, cooling, fans and domestic water are excluded. o Pressure testing of existing piping is excluded.
o Any repair work for existing systems is to be excluded, all existing equipment is assumed to be in good working order.
o Work or other performance requirements shown in any other documents not stated in this proposa l.
o Fire and llfe safety system programming or related work associated with the Work. o Repairs or modifications to existing electrical, mechanical, controls, structural or other systems code vrolations unless specifically stated.

2.4 EXTENT OF SUBCONTRACTING
Syserco Energy Solutions may subcontract portions of the final M/E/P design, equipment installation, startup, and training of this contract to qualified firms.

2.5 PROJECT SCHEDULE
lnitial Construction Schedule start date shall be based upon execution of Contract as the predecessor milestone. Excludlng holidays, owner directed work stoppages and weather events, the projected overall project implementation schedule shall be developed by Construction Manager, and reviewed with City staff at Construction Kickoff Meeting.
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October 2021- Proprietary a nd Confidentia I Page 6
Agenda Item Number: 7
Agenda Item Number: 7
City Council Meeting Packet for Meeting of: January 17, 2023

SYSERCO
City of Sebastopol
Energy Services Proposal
ENEiGY SOTU'ION$

2.6 ECM DESCRIPTIONS & DETAILED SCOPE OF WORK

2.6.1 INTRODUCTION
Based upon the investigation of the lGA, a number of Energy Conservation Measures (ECMs) have been identified to meet the specific needs of the facility. ECM identification and selection is the result of SES detailed review of the sites, in conjunction with City of Sebastopol building plans, specification, equipment arrangements and interviews with personnel. These ECMs are intended to improve the efficiency of the buildings through new equipment, repair, retrofit and reprogramming of the different systems in the buildings.

The following are the detailed description of each proposed ECM. Each description includes the existing and proposed conditions, design method, planned scope of work, measurement and verification and any operation and maintenance impacts.

2.6.2 DETAILED SCOPE OF WORK
2,0 - HVAC ECM'S
ECM 2.02 - lnstall New Destratification Fans
General lntent
The gym at the Community Center is a high ceiling space where air temperature stratification causes occupancy comfort issues. By installing destratification fans in the space the average bulk air conditions will be more uniform creating a more comfortable space for occupants as well as be more responsive to the HVAC equipment conditioning the space. This will result in decreased energy use, specifically for heating.

This will utilize less energy to maintain the space temperature and have a useful life of approximately 1-5 years.

ECM Benefits
By installing the new equipment there will be enhances occupancy comfort and improve the energy efficiency
lmpacted Equipment
Community Center: GYm
Mechanical
o lnstall new destratification fans in gym rafter structure o lnstall new electrical power circuits for fans
o provide necessary engineering and project management for complete turnkey system e provide as built drawings, cut sheets/submittal package, o&M manual o Provide owner/operator training
o Provide M&V in accordance with the stated plan
Design
As required for electrical Permit a
October 2021 Proprietary and Confidential PageT
Agenda Item Number: 7
Agenda Item Number: 7
City Council Meeting Packet for Meeting of: January 17, 2023

SYSERCO
City of Sebastopol ENEftGY SOTUIIONS
Energy Services Proposal
ECM 2.03 - Generator Heat Pump Heater
General lntent
The backup generator serving the sewer lift station utilizes an electrical resistance heating element to maintain the oil sump and block temperature for rapid start operations. This element has a useful life of approximately 6 years and utilizes a constant supply of electricity to operate. This measure will replace this heating element with a heat pump heating system. This will utilize less energy to maintain the engine temperature and have a useful life of approximately 1-5 years.

ECM Benefits
Energy savings will be realized from the improved efficiency of the heat pump system and reduced maintenance and parts needed to maintain the generator. lmpacted Equipment
Morris Lift Station: 500 kW backup generator
HVAC Service
o Remove existing electrical heating system electrical components and properly dispose of r provide and install heat pump heating element system, system controls and integration o Perform system startup and confirm operation with generator o provide necessary engineering and project management for complete turnkey system o provide as built drawings, line-by-line audit, cut sheets/submittal package, O&M manual r Provide owner/operator training
o Provide M&V in accordance with the stated plan
October 2021 Proprietary and Confidential Page 8
Agenda Item Number: 7
Agenda Item Number: 7
City Council Meeting Packet for Meeting of: January 17, 2023

City of Sebastopol SYSERCO
Energy Services Proposal
ENERGY SOIUlIONS
ECM 2.05 - Replace HVAC Equipment on Roof
General lntent
The library building has packaged HVAC equipment located in the mechanical well on the roof. This equipment is at the end of its useful life and beginning to be difficult to maintain and has significantly reduced energy efficiency. This measure will replace the existing systems with new electric heat pump systems eliminating the need for primary gas at the site.

ECM Benefits
This measure will realize a full maintenance cycle on the HVAC equipment and improve the efficiency and operation of the systems. Additionally, it will shift the heating fuel from natural gas to clean, renewable electricity.
lmpacted Equipment
Library: (3) RTUs
Mechanical
r Remove and properly dispose of existing RTUs in accordance with all state and localcodes r Remove and properly dispose of existing attic vents
r Provide and install new heat pump RTU's with minimum efficiency of 12.2 EER o lf no natural gas backup heat selected, demo natural gas pipe back to roof penetration, valve off and cap
o lf electrical backup heat selected, provide and install new electrical feeder, circuit breakers and conduit for hookup
r Reuse existing equipment sleepers and provide and install new sleeper drip cap. o Provide and lnstall new isolation spring dampers for each unit o lnclude crane pick and rigging
o Provide and install new attic vents
o Modify curbs as needed to prevent water intrusion from new roof system o Reconnecl new RTUs to existing thermostat controls
r Provide pre and post air balancing to match existing air flows o All new duct to be insulated in accordance with fille 24 o Provide and install new electrical disconnects and fuses o Provide necessary engineering and project management for complete turnkey system o Provide as built drawings, cut sheets/submittal package, O&M manual r Provide owner/operator training
Design
o As required for mechanical and electrical permits
October 2021 Proprietary and Confidential Page 9
Agenda Item Number: 7
Agenda Item Number: 7
City Council Meeting Packet for Meeting of: January 17, 2023

City of Sebastopol SYSERCO
Energy Services Proposal

ENTRGY SOIUTIONS
ECM 2.02 - lnstall New On-Site Pool Chlorine Generator
General lntent
Existing equipment has passed the end of its useful life and is showing significant signs of wear. The existing system continually increased the salt content of the pool water making managing pool chemistry difficult and damaging to equipment. The new system is designed to reduce new salt introduction and more effectively control pool chemistry.

ECM Benefits
By installlng new on-site chlorine generation, the system will realize a full round of maintenance and simplify pool operations, reducing O&M costs.
lmpacted Equipment
lves Pooi: (1) On-Site Chlorine Generator
Mechanical
o Remove and properly dispose of existing on-site generation system, in accordance with all applicable codes
o Provide, install and start up new NEX-GENpH Generator o lnclude all electrical disconnect and reconnect
r lnclude all chemical connections to feedstock and injection ports o Provide necessary engineering and project management for complete turnkey system o Provide as built line-by-line implementation audit, cut sheets/submittal package, O&M manual r Provide owner/operator training
r Provide M&V in accordance with the stated plan
October 2021 Proprietary and Confidential Page 10
Agenda Item Number: 7
Agenda Item Number: 7
City Council Meeting Packet for Meeting of: January 17, 2023

@SYSERCO
City of Sebastopol
Energy Services Proposa I

ENIRGY SOIUIIONS

3.0 - Lighting ECMs
ECM 3.01- Lighting Efficiency & Controls Update
General lntent
The existing lighting systems in the city buildings are generally a mix of original linear T8 fluorescent tubes, recessed can lights with 2 and 3lamp CFL pin lamps and LED lighting. There are (1-6) sixteen city owned streetlights that are not LED. This measure will replace the existing lighting systems identified in the lighting audit with new LED lamps or fixtures as recommended. Additional controls will be integrated where identified.

ECM Benefits
By replacing the exiting lighting systems with LED a full round of maintenance will be realized as well as longer lamp life with reduced energy consumption and increased light production. lmpacted Equipment
City Hall, Community Center, Corporate Yard, Fire Department, lves Pool Complex, Police Department, Sebastopol Library, Senior Center, Youth Annex, Libby Park I Garzot Building, Streetlights: Lighting systems identified ln the line by line audit
Building Lighting
r Project per ECM Holdings line by line audit
o Disconnect and reconnect line voltage
o Coordinate working periods to minimize occupant impact r Clean all work areas of debris and dust after lighting work is completed . Dry wipe all new and remaining lighting surfaces to be free of dust and debris o provide necessary engineering and project management for complete turnkey system o Provide as built line-by-line audit, cut sheets/submittal package, O&M manual o Provide owner/operator training
o Provide M&V in accordance with the stated plan
Street Lighting
r Project per City provided GIS and streetlight line by line data o Remove and properly dispose of existing fixture head
o provide and install new LED cobra head in accordance with City of Sebastopol requirements o lncludes all crew, trucks, riggi.ng, deployment equipment needed for installation . Dry wipe all new and remaining lighting surfaces to be free of dust and debris r Update any GIS or other data tracking required by City of Sebastopol to fully document update o Ensure that all fixtures are working properly and turning off and on based on daylight o Assist Ciiy with submission of documentation of fixture change to PG&E for rate tariff update r provide necessary engineering and project management for complete turnkey system r provide as built line-by-line audit, updated GIS or othertracking, cut sheets/submittal package, O&M manual
r Provide owner/operator training
o Provide M&V in accordance with the stated plan
October 2021 Proprietary and Confidential Page 1L
Agenda Item Number: 7
Agenda Item Number: 7
City Council Meeting Packet for Meeting of: January 17, 2023

SYSERCO
City of Sebastopol
Energy Services P roposal
ENENGY SOTUlIONS

4.0 - Water ECMs
ECM 4.01- City Water Meter Replacement
General lntent
The existing domestic water meter system employed by the city for water use and billing is aging' All Residential meters that are 5f 8"x3f 4" and are 11 years or older will be replaced with new Badger E-Series ultrasonic meters. The balance of the existing water meter fleet will be retrofit with new digital dial registers. All meters, city-wide, will be fit with a cellular radio for consumption reporting. This meter consumption data transfer will occur periodically throughoutthe day, reporting back to the billing system for logging. This urill allow the city to monitor for leaks and be proactive in water management as well as to reallocate manpower from reading meters to other city projects. This will also allow the city to bill Customers monthly.

ECM Benefits
By replaclng the exiting domestic water meters and fitting them with radios the city will be able to monitor for water leaks proactively and increase billing frequency from bi-monthly to monthly. lmpacted Equipment
City-wide water meters
Water
o Perform city-wide pit / meter / lid survey and pit cleaning o provide and install 1-,650 new 5f 8"x3f 4" Badger E-series ultrasonic meters to replace existing meters 1-l years and older across the city, with armor cable and twist lock connector o provide and install 1,352 retrofit register head from Badger with wired connection with armored cable and twist lock connectorfor radio connection on all meters not replaced o provide and install 3,002 new cellular radio connections to all meters, city-wide o provide and install new Badger approved radio transparent pit lids or accessory box and lids for all meter pits as required
o Coordinate new meter data transfer into billing system r Coordinate worl<ing periods to minimize occupant impact o Assume ihat all water shut off valves are functional
o provide necessary engineering and project management for complete turnkey system o Provide as ouilt line-by-line audit, cut sheets/submittal package, O&M manual o Provide Operator training
October 2021 Proprietary and Confidential Page t2
Agenda Item Number: 7
Agenda Item Number: 7
City Council Meeting Packet for Meeting of: January 17, 2023

SYSERCO
City of Sebastopol
Energy Services Proposal
rNticY solurloNs
ECM 4.02 - Water & Wastewater Pumping Efficiency
Generallntent
The city produces and sells water to the residents via four (4) water production wells and a distribution network connecting reservoirs to the end consumers. There are two (2) wastewater lift stations that pump wastewater over hills and ultimately to ihe treatment facility located in Santa Rosa. The pumps at the Morris lift station are showing signs of decreased efficiency to move material from the wet well to the pipeline. This measure will replace the three (3) pumps with new and relocate to them to the pump room, removing the 2-story drive shaft system currently in place. Wells 6 and 8 are showing signs of reduced efficiency. By redeveloping and replacing well components the production efficiency may be increased.

ECM Benefits
By replacing equipment and redeveloping wells, pumping efficiency may be increased to reduce the cost to produce water and remove wastewater. This will also realize a significant maintenance improvement at the sites.
lmpacted Equipment
Morris Lift station, Well #6, Well #B
Morris Lift
o Coordinate working periods to minimize occupant impact o Assume that all water shut off valves are functional
r Remove exlstrng drive shaft pumps, drive shafts and motors r Retain existing valves for reuse
o Provide and install (3) new Flygt dry-submersible pump set with serrated impeller blades r Provide and install new power and control conductor wiring from VFD/line reactors to new pump housings through existing drive shaft floor openings in waterproof conduit r lnclude faciory start up of motors and calibration of VFDs o Excludeci backup pumping or bypass pumping
r Provide necessary engineering and project management for complete turnkey system o provide as built engineered drawings, test reports, cut sheets/submittal package, O&M manual o Provide operator training
Well#6
o Coordinate working periods to minimize occupant impact r Assume ihat all water shut off valves are functional
o pull pump/motor and video inspect well casing and pump for needed rehab/develop well and/or repairs to pump/motor
o Rehab/develop well to clean screens
r Remove and replace existing 75 HP pump with new, inspect existing motors for repair r ilernove existing 6" blending intake, distribution and mixing piping . lnstall new B" intake from zone 1 system to pump house o ins'iall new distribution piping to each pump and mixing water to well discharge to prevent cavitation
r provicie aid install new 125 HP 460V 3Ph submersible pump with check valve o provide necessary engineering and project management for complete turnkey system o provide as built engineered drawings, test reports, cut sheets/submittal package, O&M manual October 2021 Proprietary and Confidential Page 13
Agenda Item Number: 7
Agenda Item Number: 7
City Council Meeting Packet for Meeting of: January 17, 2023

SYSERCO
City of Sebastopol
Energy Services Proposa I

ENENGY SOTUIIONS
a Provide operator training
Well#8
o Coordinate worklng periods to minimize occupant impact o Assume that all water shut off valves are functional
r pull pump/motor and video inspect well casing and pump for needed rehab/develop well and/or repairs to pump/motor
o Rehab/develop well to clean screens
r Provide and install new l-25 HP 460V 3Ph submersible pump with check valve o Provide necessary engineering and project management for complete turnkey system o Provide as-built engineered drawings, test reports, cut sheets/submittal package, O&M manual o Provide operator training
October 2021 Proprietary and Confidential Page t4
Agenda Item Number: 7
Agenda Item Number: 7
City Council Meeting Packet for Meeting of: January 17, 2023

City of Sebastopol @SYSERCO
Energy Services Proposal
€NIRGY SOIUTIONS
ECM 4.03 - Low Flow Water Devices
General lntent
The existing domestlc water systems in the city buildings are generally originalto the construction. These fixtures have higher water flow rates than are needed or recommended. This results in excessive water use by the buildings. This measure will replace/retro-commission existing toilets, urinal flush valves, sink aerators, showerheads and kitchen sprayer with new high efficiency equipment.

ECM Benefits
By replacing the exiting domestic water systems with low flow devices, a full round of maintenance will be realized as well as longer equipment life with reduced water and energy consumption. lmpacted Equipment
City Hall, Community Center, Corporate Yard, Fire Department, lves Pool Complex, police Department, Sebastopol Library, Senior Center, Youth Annex, Libby Park I Garzot Building: Water systems identified in the water audit
Water
r Per water audit
o Disconnect and reconnect water
r Coordinate working periods to minimize occupant impact o Assume that all water shut off valves are functional
o Clean all work areas of debris and dust after domestic water work is completed o Provide necessary engineering and project management for complete turnkey system o Provide as bullt Iine-by-line audit, cut sheets/submittal package, o&M manual r Provide District/operatortraining
October 2021 Proprietary and Confidential Page 15
Agenda Item Number: 7
Agenda Item Number: 7
City Council Meeting Packet for Meeting of: January 17, 2023

Ene

SYSERCO
City of SebastoPol EN€RCY SOTUIIONS
Services Proposal
size, design and coordinate permits for proposed solar PV installation on the roof of the library Provide, install roof stanchions for anchoring system racking to roof provide, install solar PV racking system, modules and electrical conductors install new electrical conduit to combine and route generated power back to building Main Electric Switchboard
provide and install new solar electrical disconnect and circuit breaker coordinate installation of new PG& smart meter
Coordinate inspections for permits and execute any items needed to complete the permit Provide necessary engineering and project management for complete turnkey system provide cut sheets/submittal package, o&M manual, pre and post photo documentation Provide M&V in accordance with the stated plan
Provide owne r/oPerator trai ni ng
As required for electrical and structural permits

5.0 - Renewoble ECMs
ECM 5.01-lnstall New Solar PV
General lntent
There currently is no solar photovoltaic system installed at the Sebastopol Library. This measure will install new solar pV on the roof of the library to generate electricity behind the meter' This will offset the amount of energy that the library pays to pG&E for electricity with the cost of purchased electricity from the solar PV system.

ECM Benefits
By utilizing behind the meter solar pV the library will be able to more effectively manage the cost of electricity for the next 30 Years
Funding
This measure shall be funded separately, under a Power Purchase Agreement (PPA). The cost of this measure is not included in Total Project Price, as outlined on Page 2 of this report' lmpacted EquiPment
Sebastopol LibrarY: Roof
Solar
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October 2021 Proprietary and Confidential Page 16
Agenda Item Number: 7
Agenda Item Number: 7
City Council Meeting Packet for Meeting of: January 17, 2023

City of Sebastopol SYSERCO
Energy Services Proposal
ENEiGY SOTUIIONS

7.0 - Envelope ECM's
ECM 7.01- Repair / Replace Door Sweeps and Seals
General lntent
The exterior doors and exit stair well doors have missing or damaged door sweeps and seals. This allows for air, water and pest infiltration to the buildings. By repairing or replacing the door sweeps and seals of the exterior doors, the amount of infiltration will be reduced. By installing door sweeps on the interior exit doors the occupied spaces will be able to be conditioned better.

ECM Benefits
Reduced infiltration and conditioned air migration will reduce the amount of energy needed to condition the occupied spaces.
lmpacted Equipment
Exterior doors for City Hall, Corporate Yard, Sebastopol Library, Police Department and Senior Center Envelope
o Provide and install appropriate door sweeps and seals for all exterior exit doors o Provide necessary engineering and project management for complete turnkey system o Provide cut sheets/submittal package, O&M manual
o Provide owner/operator training
r Provide replacement stock for equipment as needed
october 2021 Proprietary and Confidential Page L7
Agenda Item Number: 7
Agenda Item Number: 7
City Council Meeting Packet for Meeting of: January 17, 2023

SYSERCO
City of Sebastopol
Energy Services Proposal
TNER6Y SOTUIIONS
ECM 7.02 - lnstallWindow Film
General lntent
The windows on the East, South and Western exposures have wtndows that let in a significant amount of solar heat and UV radiation. There are manual shades to reduce the amount of solar glare entering the building but are typically left closed. The intent of this measure is to install window film directly on the interior surface of the glazing to reduce glare, UV and heat gain in the spaces.

ECM Benefits
By reducing the amount of heat gain to ihe spaces the air conditioning will not have to work as hard to cool the spaces. Additionally, by reducing the amount of UV incidence in the spaces, the interior finishes will not be worn as quickly.
lmpacted Equipment
City Hall, Corporate Yard, Senior Center, Youth Annex: East, South and Western windows Envelope
o Provide and install window film on East, South and West exposure windows o Finalapproval will be provided by Facility personnel
o lncludes any rigging, lifts needed to provide a complete install . Special care is to be made in selecting and installing film to not bubble and warp or damage any glazing
o Provide necessary engineering and project management for complete turnkey system o Provide cut sheets/submittal package, O&M manual
o Provide owner/operator training
October 2021 Proprietary and Confidential Page 18
Agenda Item Number: 7
Agenda Item Number: 7
City Council Meeting Packet for Meeting of: January 17, 2023

City of Sebastopol SYSERCO
Energy Services Proposal

ENERGY SOLUTIONS
ECM 7.03 - Roof Replacement
General lntent
The existing roof on the library is past the end of its useful life. The existing roof is bubbling and showing signs of wear, however, there are no leaks. There is known to be lead and/or other hazardous materials under the roof. The proposed roof will be a spray on urethane foam approximately 1" thick covered with silicone and sand for traction. This foam will be structural and will go over the existing without removal.

New drip cap will be installed. There will be significant coordination with the HVAC replacement and solar PV installation scopes.

ECM Benefits
This measure will provide a new leak free roof system increasing the thermal efficiency of the roof. The main benefit will be the reduced cost of installation without having to mitigate hazardous material under the roof. Additionally, the white roof color will make cooling the building easier.

Funding
This measure shall be funded separately, under a Power Purchase Agreement (PPA). The Cost of this measure is not included in Total Project Price, as outlined on Page 2 of this report. lmpacted Equipment
Sebastopol Library Roof
Envelope
o Remove existing drip cap and properly dispose of
o Prepare roof for new installation by cleaning and removing any bubbles o Coordinate and install stanchions for new solar PV array anchor points o Coordinate with HVAC mechanical work to include mechanical well in scope o lnstall new foam roof I" thick and cover with 2O-year warranty coating of silicone and sand o Provide necessary engineering and project management for complete turnkey system o Provide cut sheets/submittal package, O&M manual
r Provide owner/operator training
October 2021- Proprietary and Confidential Page L9
Agenda Item Number: 7
Agenda Item Number: 7
City Council Meeting Packet for Meeting of: January 17, 2023

City of Sebastopol
Energy Services Proposal
SYSERCO !NERGY SOLUIIONS
SECTION 3 _ PROJECT FINANCIALS

3.1 FIRM-FIXED PROJECT COST
Costs presented in this proposal are valid for 60 days from the date of publication. lf the Notice to proceed is issued after 60 days from publication, SES reserves the right to re-evaluate the project and make necessary modifications to the construction cost. Other factors that SES does not have direct control may affect the ability to complete the project in the time proposed or at the price presented. ln the event of delay that SES could not control, we reserve the right to request schedule extensions and reasonable adjustmenis to Project Costs to cover additional costs associated with the delay.

3.2 ITEMS INCLUDED IN PROJECT COST
Project costs include the following:
'r. Engineering audit / Project Development, including the cost for preparation of this proposal.

2. Engineering design.

3. Construction management services.

4. lnstallation of Syserco Energy Solutions equipment including the following as specified in the scope of work
a. All costs paid by SES for the installation of the equipment. This includes costs paid to subcontractors or directly to Syserco personnel, when related to installation or system verification of equlpment.
b. The portion of reasonable travel, lodging, and meal expenses of officers or employees incurred while traveling in discharge of duties connected with the Work. c. Cost of all equipment, materials, supplies, and equipment incorporated in the Work, including costs of transportatlon thereof.
d. Cost or rental charges, including transportation and maintenance, of all materials, supplies, equipment, temporary facilities, and hand tools not owned by the workers. e. Cost of premiums for all bonds and insurance, which SES is required to purchase and maintain.
f. Permit fees, royalties, and deposits lost for causes other than the SES negligence. g. Losses and expenses not compensated by insurance or otherwise, sustained by SES in connection with the Work, provided they have resulted from causes otherthan the fault or neglect of SES. Such losses shall include settlements made with the written consent and approval of the owner. lf, howeversuch loss requires reconstruction and SES is placed in charge thereof, they shall be paid for their services a fee. h. Demoliiion cost and cost of removal of all debris.
i. Costs incurred due to an emergency affecting the safety of persons and property. j. Oiher costs incurred in the performance of the Work if and to the extent approved in advance in writing by the Owner.
k. Cost of equipment startup, training, system verification and balancing performed by SES.

5. Construction Bonds (including Performance & Payment), if required.

6. SES shall provlde a Schedule of Values. The schedule of values will include allcosts related to the installation of the equipment. Upon execution of Energy Services Agreement, SES Construction Manager shall prepare and present Schedule of Values at Construction Kickoff meeting.

October 2021 Proprietary and Confidentia I Page 20
Agenda Item Number: 7
Agenda Item Number: 7
City Council Meeting Packet for Meeting of: January 17, 2023

City of Sebastopol SYSERCO
Energy Services Proposal
€NERGY SOIUlIONS

3.3 ONGOTNG SERVTCES / WARRANTY
Project includes 1-year warranty for material and labor. Additional warranty services may be available by product manufacturers and shall be "passed on" to City. Extended warranty beyond 1--year is not included in this proposal.

3.4 SES COMPENSATION

1. Terms: Net 30 days from the date of invoice, monthly billing as the job progresses.

2. Payments: At a minimum, payments will be made in the amount of 1.OO%, less retention of five percent (5%) per the contract, at the completion and implementation of any individual Energy Conservation Measure (ECM) in the amount of that ECM as delineated in the contract. lf more than one ECM is completed in a monthly period, allof those ECM'swill be paid.

3. Mobilization / Project Development / Engineering Fee: invoice will be presented upon mutual execution of the Contract and will be in the amount of 25% of the Project's total value.

4. Finance Charges on Unpaid Balances: Payments due and unpaid shall be subject to interest charges per contract terms and conditions.

3.5 TERMS AND CONDITIONS

3.5.1 TERMS OF AGRFEMENT
The Contract shall be effectlve and binding upon the parties immediately upon its execution and the period from contract execution untilthe Commencement Date shall be known as the "lnterim Period". All energy savings achreved during the interim period will be fully credited to Owner as mutually agreed to by the Owner and SES.

3.5.2 INSURANCE AND BONDING
lf requireci, SES snali provide a Payment and Performance bond

1. The bond amount consists of Labor and Materials and State Sales Tax.

2. This bond does not include any construction contingencies.

3. Certificates of General Liability lnsurance will be provided prior to Contract Signing Syserco Energy Solutlons shall provide a payment and performance bond in the amount of 100% of the construction cost. The amount shall include state sales tax.

The Bond shall specifically exclude coverage for those portions of the Energy Services Agreement and/or Energy Services Agreement Addendum pertaining to design services, maintenance, utility incentives, and any other clauses which do not relate specifically to construction management and supervision of work for purchasing and installing of SES Equipment, or for work to be accomplished by the Owner. The Bond shall be wiih a Surety or Bonding Company that is registered with the Siate of California lnsurance Commissioner's Office.

Syserco Energy Solutions shall provide proof of insurance naming the City of Sebastopol as additionally insured under the General Liability Policy. lnsurance will comply with the City of Sebastopol requirements and be shown as exhibit to Energy Services Agreement.

October 2021- Proprietary and Confidential Page 21
Agenda Item Number: 7
Agenda Item Number: 7
City Council Meeting Packet for Meeting of: January 17, 2023