A23119.SR.JD
CITY OF SIMI VALLEY
MEMORANDUM
Nov
ember 6, 2023
TO: Cit
y Council
FR
OM: Department of Public Works
SUBJ
ECT: AUTHORIZE THE CITY MANAGER TO NEGOTIATE AND EXECUTE A
CHANGE ORDER TO THE CONTRACT WITH SCHNEIDER ELECTRIC
BUILDINGS AMERICA FOR THE IMPROVEMENTS AT THE SIMI VALLEY
WATER QUALITY CONTROL PLANT
STAFF RECOMMENDATION
It
is recommended the City Council authorize the City Manager to negotiate and execute the attached Change Order (page 4) with Schneider Electric Buildings America, Inc., for a contract reduction in the a mount of $7,938,449, extend the contract term with a final completion date of May 7, 2024, and reduce the scope of work for the project.
BACKGROUND AND OVERVIEW
In
November 2017, the City entered into a contract with Schneider Electric Buildings America (Schneider Electric) to investigate opportunities to enhance the existing Sanitation Capital Improve ment Program and to review energy savings opportunities at the Simi Valley Water Quality Control Plant (WQCP) to maximize capital investment value. Subsequently, on August 12, 2019, the City Council awarded a contract to Schneider Electric in the amount of $3 8,598,999 to design and build new and replacement systems for energy efficiency and rehabilitate equipment at the WQCP. The project was to perform one (1) Generation Energy Conservation Measure (GECM), seven (7) Replacement Energy Con servation Measures (RECM), and three (3) Optimization Energy Conservation Measures (OECM). The detailed scope of the project and contract were presented in the August 12, 2019, staff report, Attachment A, page 6.
The
proposed C hange Order will delete the Digester Gas conditioning for CN G Fueling (GECM 1), the Digester Mixers and Feed Sludge Pump Replacement (RECM 7), and the Secondary Clarifier Nos. 1 t hrough 4 and East/West RAS (RECM 8), to allow final project completion by May 7, 2024. The portion of work not performed in the contract is planned to be performed after the revised Schneider Electric project is complete.
FINDINGS AND ALTERNATIVES
The
Schneider Electric project is a "design/build" construction project. Upon contract award, Schneider Electric initiated the design of the various components of the project
AGENDA I
TEM NO.
9A
A23119.SR.JD
and as design plans progressed, equipment was ordered and construction was initiated.
The project was expected to be completed in the spring of 2022. However, due to design issues, supply chain delays, and construction delays, the project was not completed by the contractual deadline.
On May 7, 2022, in accordance with the contract, the City began assessing liquidated damages (LD) against Schneider Electric due to the project exceeding the contract finish date. In addition, t he City has disputed $686,533 in change order p roposals from Schneider Electric during the project progression and this amount had remained unsettled. Although Schneider Electric was being assessed LD, work continued on the project. On August 9, 2023, the City received another request from Schneider Electric for a 364 day contract extension and an undetermined future cost claim. On September 21, 2023, the City received another change request for an additional 196 day contract time extension with a future undetermined cost claim. Schneider Electric's expected project completion date is now April 2025. This increases the project time from 872 to 1933 calendar days.
Due to the size and scope of the project, the City obtained funding from Banc of America Public Capital (BofA) to finance the project. The City’s original financing agreement with BofA provided for a project completion date of June 10, 2022. Recognizing the continued delays in completion of the project, the City negotiated a First Amendment to the BofA financing to revise the project completion date to September 30, 2024. Extensions beyond this date result in tax implications for the financing.
Since it became apparent the project would not be completed by the revised deadline, staff began discussions with Schneider Electric in an effort to develop a plan that would satisfy the September 2024 financing deadline and resolve the outstanding issues between the City and Schneider Electric. After multiple discussions, the parties came to an agreement that would address these matters. The attached recommended Change Order will settle all outstanding claims and includes a reduction in the contract amount, an extension of the project completion date to May 7, 2024, a resolution of the final contract amount and disputed costs, and a reduction in the scope of work.
While several project components are being removed from the Schneider Electric scope of work, th ese removed components are desired to be completed to ensure continued efficiency of the WQCP’s operations. Prior to reaching the May 2024 completion of the revised Schneider Electric scope of work, staff will prepare documents to engage a new contractor to complete the removed components of the original scope of work.
As noted above, the Schneider Electric project was financed through a borrowing from Banc of America Public Capital. The City does not hold the financed funds; project funding from BofA is on a reimbursement basis wherein the City processes and pays the Schneider Electric invoices and submits for reimbursement from BofA. With the reduced Schneider Electric scope of work, BofA funds will remain available. Should the City Council approve the proposed Change Order, staff will engage BofA to address the funds de-obligated by the project and explore alternatives to finance the components removed from the Schneider Electric scope of work.
2 A23119.SR.JD
The following alternatives are available to the City Council:
1. A uthorize the City Manager to negotiate and execute the attached Change Order with Schneider Electric Buildings Americas, Inc., for a contract reduction in the amount of $7,938,449, extend the contract term with a final completion date of May 7, 2024, and reduce the scope of work for the project;
2. P rovide staff with further direction.
Staff recommends Alternative No. 1.
SUGGESTED BOARD MOTION
I move to authorize the City Manager to negotiate and execute a C hange Order with Schneider Electric for a contract reduction, extend the contract term with a final completion date of May 7, 2024, and reduce the scope of work for the project.
SUMMARY
On August 12, 2019 the City Council awarded a contract to Schneider Electric Buildings Americas, Inc. in the amount of $3 8,598,999 to design and build new and replacement systems for energy efficiency and rehabilitate equipment at the Simi Valley Water Quality Control Plant (WQCP). The City and Schneider Electric have negotiated a Change Order that will resolve any funding deadlines and settle all outstanding disputed claims. Staff recommends the City Council authorize the City Manager to negotiate and execute the attached Change Order to Schneider Electric for a contract reduction in the amount of $7,938,449, extend the final completion date to May 7, 2024, and reduce the scope of work.
____________________________________
Ronald K. Fuchiwaki
Public Works Director
Prepared by: John Hamilton, Senior Engineer
INDEX Page
Contract Change Order .................................................................... 4 Attachment A - August 12, 2019 Staff Report .................................. 6 3 A23119.ATT A.JD
CHANGE ORDER No. 01
ESCO PROJECT, RESOLUTION NO. 2019-30
TO: Schnei der Electric Buildings America, Inc
P.O. Box 841868
Dallas,
TX 75284-1868
You are direc
ted to comply with this Change Order.
ITEM COP NO. DESCRIPTION OF CHANGES AMOUNT
Time
Extension
(Days)
01 05 Contract’s Effective Date is revised to December 18, 2019 per NTP dated December 18, 2019. $0 0
02 05
Deduct GECM 1: Deduction of digester gas conditioning
equipment installation for CNG fueling, per letter dated November 21, 2019.
$(4,887,433) 0
03 05
Deduct RECM -07 equipment installation tasks: Deduction of Digesters 3 and 4 equipment installation work. The following is deducted, remaining PM, preconstruction/design support services and final design submittals, demolition of existing compressors, replacement of digester heating system -
installation, digester 3 rehabilitation, digester 4 rehabilitation, replacement of MCC-DCC – installation, remaining SCADA, Startup, testing, warranty, demobilization
$(2,308,050) 0
04 05
Deduct RECM -08 equipment installation: Deduction of
Secondary Clarifier 1 and 2 installation work. The following is deducted, remaining PM, preconstruction, design support services and final design submittals, replace clarifier #1 – installation, replace clarifier #2 – installation, clarifier #1 & #2 startup, testing, warranty, demobilization.
$(1,099,152) 0
05 05
EnviroMix shade structures for the Atlas Copco compressors; The temporary panels will be replaced with permanent panels per design provided with Submittal # 183 at equal locations to protect the compressors from weather and the addition of a north side panel for rain protection for the compressors. $0 0
06 05
ABAC Support: training, GAP analysis report, host workshop, custom standard operating procedure documentation, startup plan, facilitate and track the startup process.
$55,647 0
07 05 Secondary Clarifier No. 4, tank bottom grout topping. $50,539 0 08 05
Secondary Clarifier Trough Supports: Contractor is
responsible for sandblasting and coating the supports only per the contract and will have no liability for the structural elements of the supports.
$0 0
09 05
WQCP NPDES violation: the City releases and discharges
Contractor from any claims, demands, liabilities, causes of action, or judgements for the NPDES violation.
$0 0
10 02 Ground water disposal costs from secondary clarifier No. 4 is rescinded. $0 0
11 03 Clarifier sequence of construction delay claim, time and cost is rescinded. $0 0
12 04
Digester design delay claim: City to share disputed cost and extend the contract time, Contractor delay claim COP04 (time and cost) is rescinded.
$250,000 730
13 05 Provisional deduction for $288,465.14 if dewatering conveyor equipment is not delivered to site by 3/7/2024. $0 0
4 A23119.ATT A.JD
14 05 Revised Schedule B, Performance Assurance Support Services Agreement $0 0
15 05 Revised Schedule C, Performance Guarantee $0 0
16 05 Revised Schedule D, Measurement and Verification Plan $0 0 17 05
Any claim or stop notice must be filed within 30 days of the incident giving rise to the claim. Late claims are time-barred and may be rejected.
$0 0
18 05 All project claims for cost and time are included in and up to this CO-01 (COP-05). $0 0
Net c hange in Contract amount – increase or (decrease) $(7,938,449) 730 REVIS ED NOT-TO-EXCEED AMOUNT $30,660,550
REVIS ED CONTRACT END DATE MAY 7, 2024
ACCEPTANCE:
The Parties accept the terms and conditions stated above as full and final settlement of any and all claims arising from this Change Order and acknowledge that the compensation (time and cost) set forth in this Change Order comprises the total compensation due for the Work or change defined in the Change Order, including all impact on any unchanged Work. By signing the Change Order, the Parties acknowledge and agree that the stipulated compensation includes payment for all Work contained in the Change Order, plus all payment for the interruption of schedules, extended overhead costs, delay, and all impact, ripple effect or cumulative impact on all other Work under this Contract. The signing of the Change Order by the Parties acknowledges their full mutual accord and satisfaction for the change, and that the time and/or cost under the Change Order constitute the total equitable adjustment owed the Contractor as a result of the change. The Parties agree to waive all rights, without exception or reservation of any kind whatsoever, to file any further claim or request for equitable adjustment of any type, for any reasonably foreseeable cause that may arise out of or as a result of this Change Order or the impact of this Change Order on the remainder of the Work under this contract.
Contractor agrees to perform the above-described work in accordance with the above terms and in compliance with applicable Sections of the Contract Documents.
This C
hange Order is agreed to, accepted, and approved by the Parties, all in accordance with the General Conditions of the Contract Documents.
CITY OF SIMI VALLEY DEPARTMENT OF PUBLIC WORKS CONTRACTOR: Schneider Electric Buildings Americas, Inc.
By:
John Hamilton, Senior Engineer D ate
Project Manager
Title:
Ronald K. Fuchiwaki Date Date:
Director of Public Works
Brian Paul Gabler Date
City Manager
Approved as to form:
Algeria R. Ford Date
City Attorney
Brandon Bedford
Operations Director
5 G:\PW\SanWaterEng\San\Projects\PW1705_ESCO\ESCO Award\1-Staff Report.JH
CITY OF SIMI VALLEY
MEMORANDUM
Augus
t 12, 2019
TO: City Co
uncil
FROM: D
epartment of Public Works
SUBJECT
: A CONTINUED PUBLIC HEARING TO CONSIDER APPROVING A
CONTRACT WITH SCHNEIDER ELECTRIC BUILDINGS AMERICAS,
INC., FOR THE DESIGN AND CONSTRUCTION OF ENERGY-RELATED PROJECTS AT THE CITY’S WATER QUALITY CONTROL PLANT ,
ADOPTING NECESSARY FINDINGS IN ACCORDANCE WITH THE
CALIFORNIA GOVERNMENT CODE, A DETERMINATION THAT THE
PROJECT IS EXEMPT FROM THE CALIFORNIA ENVIRONMENTAL
QUALITY ACT, AND ADOPTION OF A RESOLUTION
STAFF RECOMMENDATION
It is
recommended that the City Council adopt the attached resolution (page 8 ) approving a contract with Schneider Electric Buildings Americas, Inc. (Schneider) (Exhibit A of the resolution) in accordance with California Government Code Section 4217.10 through 4217.18 for the design and construction of energy -related projects at the Water Quality Control Plant.
BACKGROUND AND OVERVIEW
In No
vember 2017, the City entered into a contract with Schneider to investigate opportunities to enhance the existing Sanitation Capital Improvement Program and to review energy savings opportunities at the WQCP to maximize capital investment value. On June 17, 2019, the City Council received an update from staff and Schneider on the energy and capital replacement program at the Water Quality Control Plant (WQCP). The City Council directed staff to post notice of a Public Hearing on July 29, 2019, in accordance with California Government Code Section 4217.10 through 4217.18, et sec, for the City Council to hear input on a proposed Energy Services Contract with Schneider and potentially take action on the contract. The public hearing was continued to August 12, 2019.
FINDINGS AND ALTERNATIVES
The W
QCP is the City’s largest electricity consumer, with opportunities for energy savings and reduced consumption. Additionally, the WQCP is aging, and some components and systems are overdue for rehabilitation or replacement. Eleven proposed project s would improve City infrastructure, optimize treatment processes, provide energy savings, reduce energy costs, and reduce City maintenance expenses .
ATTACHMENT A
6 G:\PW\SanWaterEng\San\Projects\PW1705_ESCO\ESCO Award\1-Staff Report.JH The scopes of work for the eleven proposed projects, grouped into three types of Energy Conservation Measures (ECM), are as follows:
Energy Optimization (OECM)
1. Ammonia Based Aeration Control
2. Channel Mixing Optimization
3. Aerated Grit Chamber Optimization
Replacement or Rehabilitation (RECM)
4. Headworks Equipment Replacement
5. East and West Biological Nutrient Removal (BNR) Blowers Upgrades
6. BNR Mixer Replacement
7. Dewatering Equipment Replacement
8. Digester Mixers and Feed Sludge Pump Rehabilitation
9. Secondary Clarifiers Rehabilitation
10. Tertiary Filter Piping Replacement
Energy Conversion (GECM)
11. Digester Gas Conditioning for CNG Fueling
The
Energy Optimization projects (OECM) are three projects that would enhance WQCP electrical efficiency and reduce maintenance costs by utilizing new technology to improve treatment effectiveness to reduce energy consumption.
The
Replacement or Rehabilitation projects (RECM) are necessary WQCP infrastructure projects to address worn out components that require continual maintenance and repair to stay operational. They are included in the scope of work of proposed projects to take advantage of the financing of the project group and to execute them using the design-build delivery method. The Energy Conversion (GECM) includes one project to convert digester gas developed at the WQCP into compressed natural gas (CNG) for use as fuel by the City’s Transit fleet.
By ent
ering into a contract with Schneider to design and construct all eleven ECMs, the City would achieve a “turnkey” approach to energy savings. Embarking on such an all - encompassing project would cost approximately $38.6 million resulting in an annual debt service of approximately $2.5 million over a 20-year period. Due to the breadth of the proposed projects, taking a pay -as-you-go approach would dramatically extend the timeline necessary to complete the projects, would likely result in a higher cost due to parsing out the project components, and would consume more staff time than the proposed single contract with Schneider. Staff has spent a considerable amount of time analyzing the Schneider proposal and recommends the City Council award a contract in the amount of $38,598,999 to Schneider to design and construct the eleven projects .
Per the contract, Schneider has 872 days to complete the project. 7 G:\PW\SanWaterEng\San\Projects\PW1705_ESCO\ESCO Award\1-Staff Report.JH In order to evaluate the proposed project, the City engaged a third party reviewer to analyze the energy savings of several components of the project. Lincus Incorporated was engaged by both Southern California Edison and t he Energy Coalition Network to provide assistance. Acting in a consultancy to the City, Lincus determined that the energy efficiency measures (EEM) proposed will generate significant energy savings totaling over 1.7 million kWh annually. Based on this savings and the projected costs of the EEM, the simple payback is 8.5 years.
Wor
king on behalf of the City, Schneider has filed for, and has received approval of , a $290,000 incentive from Southern California Edison. These funds are available to the City to offset the initial capital costs for the project.
At
this time, staff is only seeking approval of the contract with Schneider to construct the improvements at the WQCP. Staff will continue to work on financing for the project. To accomplish the financing and to provide assistance regarding financing feasibility , estimated costs of borrowing , and estimated debt service, the City engaged Stradling Yocca Carlson & Rauth (Stradling), as the City’s Bond Counsel, and Public Financial Management (PFM), acting as the City’s Financial Advisor, over a year ago. Going forward, PFM and Stradling will analyze the costs and benefits of a negotiated private placement financing (such as those that financed the City’s solar project, streetlights, and other energy conservation measures) or a public bond offering . Per the contract with Schneider, the City has 120 days to complete the financing for the project. S taff will present to the City Council a financing plan for the project and will include in that report an analysis the financing options, the anticipated interest rate and financing terms, and a recommendation for the financing.
California Government Code Sections 4217.10 through 4217.18 authorize the City Council to enter into an energy service contract for the implementation of energy-related improvements if the City Council finds that it is in the best interest of the City . The City Council must also find that the anticipated cost to the City for thermal or electrical energy or conservation services provided by the energy conservation facility under the contract will be less than the anticipated marginal cost to the City of thermal, electrical, or other energy that would have been consumed by the City in the absence of those purchases.
[SA1]
To
meet the intent of California Government Code Sections 4217.10 through 4217.18, staff has found that the electrical energy and thermal savings results in a total energy impact of $39,180,970 over a period of 33 years. This includes $23,149,966 in energy savings and $16,031,004 in thermal energy resulting from renewable gas generation.
Th
e attached contract is the culmination of negotiations with Schneider representatives and City staff. The contract provides for the constructio n of t he above- noted improvements, identifies the responsibilities of the parties and the process to manage the project. In addition, the contract contains language that specifies the Measurement and Verification (M&V) of the electrical cost savings . As part of the M&V, the City is guaranteed a specific annual Southern California Edison cost avoidance. For the first year of operation, Schneider is proje cting a cost avoidance of $ 115,621 with an escalation of 4.0 % per year. If the City does not meet that cost avoidance level, Schneider will reimburse the City for the missed cost avoidance. 8 G:\PW\SanWaterEng\San\Projects\PW1705_ESCO\ESCO Award\1-Staff Report.JH The City cost for the M&V guarantee is $15,998 for the first year and increases annually at the Consumer Price Index (“CPI”) for V entura County. Over the projected 20-year period for the M&V, the Cit y will save approximately $3, 442,985. If it appears the electrical savings will continue as anticipated, the City does have the option to terminate the M&V commitment. It may be ultimately beneficial for the City to terminate the M&V to avoid the annual cost, if there is suffici ent data indicating the energy consumption is fully meeting the cost avoidance guarantee. Staff will make this determination after operating the WQCP with the projects completed.
In addition, the contract contains lang uage for Schneider to annually facilitate the renewable fuel credit registration and reporti ng process. While the City will own the digester gas treatment equipmen t, the City will be required to register for Renewable Identification Number (RIN) credits from the Environment al Protection Agency’s (EPA) Renewable Fuel Standard (RFS) Program. Registration consists of creating an account, providing gas analysis of the biogas, preparing and obtaining engineering review of the registration forms, and submitting all required documentation to the EPA.
Reporting consists of gather ing data from the gas condi tioning and SCADA systems, submitting documentation, managing registration, reviewing and submitting data on the EMTS website, and compiling and submitting quarterly and annual reports per the RFS program requirements. The co st to the City for the registration and reporting services initially is $92,963, for a three-year term. The registration and reporting facilitation is offered on a three-year renewable term, and the City does have the option to discontinue the services by Schneider and either perform the work ourselves or contract out to another vendor.
Both the annual M&V and the registration and reporting costs are not being financed through the financing for the project. These costs will be annual recurring costs and will be included in the City’s Annual Budget to be managed by City staff.
Environmental Review and CEQA Requirements
The project has been determined to be exempt from the California Environmental Quality Act (CEQA) pursuant to Section 15 301 of the State CEQA Guidelines, titled “Existing F
acilities,” which reads as follows:
"Class 1 consists of the operation, repair, ma intenance, permitting, leasing, licensing, or minor alteration of existing public or private structures, facilities, mechanical equipment, or topographical features, involving negligible or no expansion of existing or former use.
The types of “existing facilities” itemized below are not intended to be all-inclusive of the types of projects which might fall within Class 1. The key considerat ion is whether the project involves negligible or no expansion of an existing use… (b) Existing facilities of both investor and publicly-owned utilities used to provide electric power, natural gas, sewerage, or other public utility services."
The proposed energy optimizations, rehabili tation, and replacement of worn out equipment and infrastructure and generation of compressed natural gas from digester gas constitutes minor alterations of an existi ng public facility and would not result in an expansion of use. The natural gas provided by the projec t will help to fuel the City’s existing natural gas fuel vehicles. Therefore, the project is exempt from further review under CEQA.
9 G:\PW\SanWaterEng\San\Projects\PW1705_ESCO\ESCO Award\1-Staff Report.JH Th
e following alternatives are available to the City Council:
1. Adop
t the attached resolution (page 8) approving a contract with Schneider Electric Buildings Americas, Inc. , (Schneider) in accordance with California Government Code Section 4217.10 through 4217.18 for the design and construction of energy - related projects at the Water Quality Control Plant;
2. Pr
ovide staff with further direction.
Sta
ff recommends Alternative No. 1.
SUGGESTED CITY COUNCIL MOTION
I move to
adopt a resolution approving and authorizing the execution a contract with Schneider Electric Buildings Americas, Inc. , in accordance with California Government Code Section 4217.10 through 4217.18 for the design and construction of energy - related projects at the City’s Water Quality Control Plant.
SUMMARY
On J
une 17, 2019, the City Council received an update from staff and Schneider on the energy and capital replacement program at the Water Quality Control Plant. The City Council directed staff to post notice of a p ublic hearing on July 29, 2019, in accordance with California Government Code Section 4217.10 through 4217.18, et sec, for the City Council to hear input on a proposed Energy Services Contract with Schneider and potentially take action on the contract. The public hearing was continued to August 12, 2019. Staff recommends the City Council adopt the attached resolution approving a contract with Schneider Electric Buildings Americas, Inc., (Schneider) (Exhibit A of the Resolution) in accordance with California Government Code Section 4217.10 through 4217.18 for the design and construction of energy -related projects at the Water Quality Control Plant.
______
______________________________
Ronald K. Fuchiwaki
Public Works Director
Pr
epared by: Joe Deakin, Assistant Public Works Director
INDEX Page
Publ
ic Hearing Procedure ................................................................ 6 Resolution Approving Contract ......................................................... 8 Exhibit A – Schneider Contract .................................................. 10 Notice of Exemption ....................................................................... 56 10 PW\SanWaterEng\San\Projects\PW1705_ESCO\ESCO Award\PH Procedure.JH
PUBLIC HEARING PROCEDURE
HEARING DATE: August 12, 2019
1. MA
YOR: This is the time and place set for a continued public hearing to consid er approving a contract with Schneider Electric Buildings Americas, Inc., for the design and construction of energy-related projects at the City’s Water Quality Control Plant, adopting necessary findings in accordance with the California Government Code, a determination that the
project is exempt from the California Environmental Quality Act, and adoption of a resolution
May
I have a reading of the proposed resolution?
2. CIT
Y CLERK: ( Reads resolution)
3. MA
YOR: May we have an oral report on this matter by staff?
4. STA
FF: (Report)
5. ANY
COUNCIL
MEMBER : (Questions of staff and staff response)
6. MA
YOR: Is there anyone in the City Council Chamber wishing to be heard on this matter?
7. AUDI
ENCE: (Comments)
8. MA
YOR Does staff desire to respond to any comments or issues raised?
9. STA
FF (R esponse to comments and additional City Council
questions)
10. M
AYOR: The hearing is closed. Are there any comments or questions from members of the City Council?
9. ANY
COUNCIL
MEMBER : (Comments)
10. MA
YOR: The Chair will now entertain a motion.
11 PW\SanWaterEng\San\Projects\PW1705_ESCO\ESCO Award\PH Procedure.JH
11. ANY COUNCIL
MEMBER : City Council Actions (by motion of any Council Member):
1) Adop
t, modify, or not adopt Resolution No. 2019- 30
(requires a second and a vote; requires reading of
resolution).
* Any
action to refer the matter back to staff or to continue the matter requires a second and a vote.
12 G:\PW\SanWaterEng\San\Projects\PW1705_ESCO\ESCO Award\Resolution.JH RESOLUTION NO. 2019-30
A RE
SOLUTION OF THE CITY COUNCIL OF THE CITY OF
SIMI VALLEY APPROVING A CONTRACT WITH
SCHNEIDER ELECTRIC BUILDINGS AMERICAS, INC.,
FOR THE DESIGN AND CONSTRUCTION OF ENERGY -
RELATED PROJECTS AT THE CITY’S WATER QUALITY
CONTROL PLANT
WH
EREAS, the City Council of the City of Simi Valley has been a leader in the promotion and implementation of energy efficiency programs; and WH
EREAS, California Government Code Sections 4217.10 through 4217.18, authorize the City Council to enter into an energy service contract for the implementation of energy related improvements if the City Council finds that it is in the best interest of the City to enter into such energy service contract and that the anticipated cost to the City for thermal or electrical energy or conservation services provided by the energy conservation facility under the contract will be less than the anticipated marginal cost to the City of thermal, electrical, or other energy that would have been consumed by the City in the absence of those purchases; and WH
EREAS, the cost to the City for the energy service contract by and between the City and Schneider Electric Buildings Americas, Inc. for the implementation of certain energy measures for thermal or electrical energy or conservation services will be less than the anticipated marginal cost to the City of thermal, electrical, or other energy that would have been consumed by the City in the absence of the implementation of the improvements under the energy service contract.
WH
EREAS, based upon the reports, analysis and presentations by ESCO and City staff, the City Council finds and determines that it is in the best interest of the City to enter into a contract with Schneider Electric Buildings Americas, Inc. for the proposed projects.
NOW
, THEREFORE, THE CITY COUNCIL OF THE CITY OF SIMI
VALLEY DOES HEREBY RESOLVE AS FOLLOWS:
SE
CTION 1. The City Council finds that (1) it is in the best interest of the City of Simi Valley to enter into an energy service contract with Schneider Electric Buildings Americas, Inc. for the implementation of certain energy related improvements to City facilities, and (2) the anticipated cost to the City for thermal or electrical energy or conservation services provided by the energy conservation facility under the contract will be less than the anticipated marginal cost to the City of thermal, electrical, or other energy that would have been consumed by the City in the absence of those purchases. 13 RES. NO. 2019-30
G:\PW\SanWaterEng\San\Projects\PW1705_ESCO\ESCO Award\1-Staff Report.JH SECTION 2. The City Council hereby approves the energy service contract, attached as Exhibit A, by and between the City and Schneider Electric Buildings Americas, Inc., for the implementation of certain energy related improvements to City facilities in accordance with these findings and California Government Code Sections 4217.10 through 4217.18.
SECTION 3. The City Council hereby authorizes the City Manager to execute the energy service contract by and between the City and Schneider Electric Buildings Americas, Inc.
SECTION 4. The City Manager is authorized to make modifications to the proposed improvements under consideration by the contract with Schneider Electric Buildings Americas, Inc. and he or his designee is authorized to approve Change Orders above the Not -To-Exceed contract amount as required to complete the proposed improvements within Council-approved budgetary authority.
SECTION 5. The City Clerk shall certify to the adoption of this resolution and shall cause a certified resolution to be filed in the Office of the City Clerk.
PASSED
and ADOPTED this 12th day of August 2019.
At
test:
Julia Fritz, Acting City Clerk Keith L. Mashburn, Mayor of the City of Simi Valley, California
Ap
proved as to Form: Approved as to Content:
Lonnie J. Eldridge, City Attorney Brian Paul Gabler, Interim City Manager Ronald K. Fuchiwaki
Public Works Director
14 RES. NO. 2019-30
EXHIBIT A
CONTRA
CT BETWEEN THE CITY OF SIMI VALLEY AND
SCHNEIDER ELECTRIC BUILDINGS AMERICAS, INC. ,
FOR THE DESIGN AND CONSTRUCTION OF ENERGY -
RELATED PROJECTS AT THE CITY’S WATER QUALITY
CONTROL PLANT
This co
ntract (“Contract”) is made and entered into in the City of Simi Valley on this 12th day of August 2019 (the “Effective Date”), by and between the CITY OF SIMI VALLEY, a municipal corporation (“City”), and SCHNEIDER ELECTRIC BUILDINGS AMERIC AS, INC., a Delaware corporation (“Contractor”), each a “Party,” and collectively, “Parties”.
RECITALS
WHER
EAS, on July 5, 2018, a Request for Information was posted on the City’s website soliciting proposals for an ESCO to develop an energy program for the Water Quality Control Plant; and
WHE
REAS, pursuant to said invitation, Contractor submitted a Proposal which was accepted by City for said project under the procurement process of Government Code 4217.
AGREEMENT
NOW
, THEREFORE, in consideration of their mutual promises, obligations and covenants hereinafter contained, the Parties hereto agree as follows:
1. Recit
als. The foregoing recitals are true and correct and are a part of this Contract.
2. Term. The term of this Contract shall be from the Effective Date of this Contract until Contractor achieves Substantial Completion of the Work and which shall be completed no later than 872 days from the Effective Date (“Contract Time”), subject to adjustments of this Contract Time as provided in the Contract Documents.
3. Incor
poration By Reference . Scope of Work per ECM as
presented in the Design Intent Document package are hereby incorporated by reference and made a part of this Contract.
4. Prec
edence of Contract Documents. If there is a conflict
between or among Contract documents, the document highest in precedence shall control. The precedence shall be:
Firs
t: This Contract includes the following exhibits and schedules:
Sche
dule A: Scope of Work
Schedule B: Performance Assurance Support Services Agreement Schedule C: Performance Guarantee
Schedule D: Measurement & Verification (“M&V”) Plan
Schedule E: City Responsibilities for Performance Guarantee 15 G:\PW\SanWaterEng\San\Projects\PW1705_ESCO\ESCO Award\Contract.JH Second:
Third:
RES. NO. 2019-3 0
P
ermits from other agencies as may be required by law
Any documents inco rporated as part of S ection 3 of this Contract.
Chang
e orders, supplemental agreements, and approved written revisions to plans and specifications become a part of item First.
5. Cont
ractor agrees to provide and perform the energy conservation measures (“ECMs”) set forth in the attached schedules and exhibit(s) which are listed below and incorporated fully herein, subject to the terms and conditions set forth herein.
6. De
finitions.
“Ac
tual Savings” is defined as the sum of the total savings realized using the procedures defined in Schedule D plus all adjustments and non-measured savings. “A
nnual Savings Guarantee” is the amount of energy savings guaranteed by Contractor for a twelve (12) month period beginning on the Savings Guarantee Commencement Date and any subsequent twelve (12) month anniversary thereafter.
“C
hange Order” is defined as a written change in the Project executed by both Parties.
"Cont
ract Documents" consist of this Contract with the terms and conditions set forth herein, the Schedules identified above, other documents listed in the Contract and any mutually agreed upon written modification issued after execution of this Contract. The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by Contractor . The Contract Documents are correlative and complimentary, and Contractor’s performance and the City’s obligations shall be required only to the extent consistent with the Contract Documents.
"Effe
ctive Date" is defined in the preamble.
"D
ay" as used herein shall mean calendar day unless otherwise specifically designated.
“E
xcess Savings” is the amount of Actual Savings in excess of the Performance Guarantee to date including any savings achieved during construction. “G
uarantee Year” is the twelve (12) month period beginning on the Savings Guarantee Commencement Date and each subsequent twelve (12) month anniversary thereafter.
“P
erformance Guarantee” is the sum of the Annual Savings Guarantee for each year of the guarantee term as set forth in Schedule C or unless terminated earlier in accordance with the Contract Documents.
16 RES. NO. 2019-30
G:\PW\SanWaterEng\San\Projects\PW1705_ESCO\ESCO Award\Contract.JH “P
erformance Period” is defined as the period beginning on the Savings Guarantee Commencement Date and extending through the time period as defined in the Performance Guarantee.
"P
roject" refers to scope of work, as set forth in Schedule A: Scope of Work, which consists of changes, alterations and additions made to facilities of City. “S
avings Guarantee Commencement Date” means the first day of the first utility billing period following the month in which Contractor delivers to City the Project Warranty Letter.
"S
ubstantial Completion" refers to and shall mean the date the individual scopes of work are sufficiently implemented in accordance with the Contract Documents that City may utilize the Project for the use for which it is intended, and is fully complete except for minor items, adjustments and/or corrections. “W
arranty Period” is as defined in Section 8.G.
”W
ork" means the services required by the Contract Documents, whether completed or partially completed and, includes all labor, materials, equipment and services provided or to be provided by Contractor to fulfill Contractor's obligations.
The Work may constitute the whole or a part of the Project.
7. Obl
igations of the City.
A. The
City shall be obligated to pay Contractor based upon the actual City-authorized quantities or work . The total of all implementation contract payments shall be $38 ,598,999 (the “Not-to-Exceed Amount”). As soon as practicable after the Effective Date, the Parties will meet to reasonably agree on a “Schedule of Values” for the Project. The proposed Schedule of Values will be produced by Contractor with reasonable input and review by City. Contractor and City will sign an acceptance of the Schedule of Values when the Schedule of Values is complete and agreed-to by both Parties, and before work begins. Construc tion progress payments shall be made to Contractor monthly based on the percentage completion of items delineated on the Schedule of Values completed during the prior month. The Schedule of Values will be based upon the project cost less the project mobilization payment. In no event shall the total amount paid exceed the Not-to-Exceed Amount unless otherwise agreed to by the Parties in writing.
B. Upon r
eceipt of an invoice for work performed to City 's
satisfaction, City shall make progress payments within thirty (30) days of receipt of invoice. If the work is not performed satisfactorily or the invoice is defective, City shall notify Contractor, in writing, of the reasons within seven (7) days of receipt of invoice.
The intent of this Section is to comply with Public Contract Code Section 20104.50.
C. For
the initial one (1) year beginning at the Savings
Guarantee Commencement Date, City shall receive the services as described in the 17 RES. NO. 2019-30
G:\PW\SanWaterEng\San\Projects\PW1705_ESCO\ESCO Award\Contract.JH Performance Assurance Support Services Agreement (“PASS Agreement”) at no additional cost. Thereafter, the PASS Agreement shall automatically renew for a period of one (1) year, unless cancelled in writing no later than thirty (“30”) days before expiration of the current year, including the first year, whereby City can maintain the current service or upgrade the level of service and at such cost as provided for in Schedule B. The PASS Agreement shall not automatically renew for more than ten (10) years unless otherwise agreed in writing between the Parties.
8. Obl
igations of the Contractor.
A. Cont
ractor shall perform as required by this Contract .
Contractor agrees to perf orm the services more specifically set forth in the “Scope of Work” attached hereto and incorporated herein as Schedule A and as further described in the incorporated documents. Contractor also warrants on behalf of itself and all subcontractors engaged for the performance of this Contract that only persons authorized to work in the United States pursuant to the Immigration Reform and Control Act of 1986 and other applicable laws shall be employed in the performance of the work hereunder.
B. Cont
ractor shall obey all Federal, State, local, and special district laws, ordinances, and regulations.
C. Cont
ractor shall abide by the City’s Business Tax Ordinance, of which proof of payment must be obtained prior to performance of this Contract .
Contractor shall maintain a valid Business Tax Certificate for the term of the Contract.
D. Pr
evailing wage: In addition to any applicable federal
requirements, the Contractor shall comply with all applicable California laws related to prevailing wage, including but not limited to California Labor Code 1720 et seq. and all other California prevailing wage laws and regulations, and all requirements, regulations or decisions of the California Department of Industrial Relations related thereto.
Contractor further stipulates to follow all requirements and pay any penalties due, if any, under Section 1813 of the California Labor Code. The Contractor shall post the prevailing rate per diem wages at each job site. Further Contractor shall indemnify, defend, and hold City harmless from any claim that prevailing wages should have been paid pursuant to this Contract, including federal prevailing wage requirements under the Davis-Bacon Act, if applicable and shall be liable for the payment of same and any penalties thereon. Contractor is responsible for paying all legally required prevailing wages, and in the case of a difference between state and Federal law, the highest legally required rate.
E. Contractor and all subcontractors must be registered and remain registered with DIR (Department of Industrial Relations) through the term of the Contract in accordance with the California Labor Code (“Labor Code”), in particular Labor Code Section 1771.1, and any successor or replacement provision thereto , unless a small project exemption applies ($25,000 for public works or $15,000 for maintenance). Contractor further agrees that it will follow all requirements and obligations set forth in Labor Code Section 1776.
18 RES. NO. 2019-30
G:\PW\SanWaterEng\San\Projects\PW1705_ESCO\ESCO Award\Contract.JH F. When Contractor reasonably believes Contractor has
achieved Substantial Completion, Contractor will send a proposed Letter of Substantial Completion signed by Contractor, which City will reasonably evaluate, and if City agrees after review, that Substantial Completion has been achieved, City will return said signed Letter of Substantial Completion to Contractor. If City does not reasonably believe that Substantial Completion has been achieved, City will provide contractor within thirty (30) days a written notice setting forth all of City’s specific reasons why City believes Substantial Completion has not been achieved.
G. Wa
rranty. After Substantial Completion per ECM as
referenced in Schedule A, Contractor will warrant that the Project is free of material defects, and will repair or replace material defects in any deliverables of the Project installed, improved, provided or otherwise performed by Contractor at no cost to City for a period of one (1) year after Substantial Completion (the “Warranty Period”).
9. Audi
t.
A. At
any time during normal business hours and as often as
the City may deem necessary, Contractor shall make available to City for inspection its records pertaining to this Contract. Contractor shall permit City to audit, examine and/or reproduce such records. Contractor will retain such financial records, time sheets, work progress reports, invoices, bills and project records for at least (2) years after termination or final payment under this Contract . This paragraph shall survive for two (2) years after termination of this Contract.
B. City s
hall have the option of inspecting and/or auditing all
records and other written materials used by Contractor in preparing its statem ents to City as a condition precedent to any payment to Contractor.
10. Changes in the Work; Dispute Resolution
A. City m
ay request order changes in Work consisting of
additions, deletions or modifications, whereby, the Not -to-Exceed Amount and Contract Time shall be adjusted accordingly. Such changes in the Work shall be authorized by written Change Order that shall be mutually agreed to and signed by City and Contractor. The Parties shall negotiate in good faith and use their best efforts to execute any Change Order requested by City, and any Change Order must be fully executed in writing by City and Contractor prior to any actual changes being implemented.
B. Not
withstanding anything to the contrary contained in the
Contract Documents, changes to the No t-To-Exceed Amount and Contract Time shall be changed only by Change Order or by Amendment. The cost or credit to City from a change in the Work shall be determined by mutual agreement and, in the absence of a mutual agreement being reached within a reason able amount of time after the request for such Change Order was made and accepted in writing by both Parties, the cost or credit to City shall be decided by the D ispute Resolution Process as provided in Section 8.D.
19 RES. NO. 2019-30
G:\PW\SanWaterEng\San\Projects\PW1705_ESCO\ESCO Award\Contract.JH C. In the event of any material suspension or delay due to the acts or omissions of City or City directives to stop Work for any reason (except in cases of force majeure), and through no fault of Contractor , the Contract Time for Substantial Completion shall be extended to reflect such period of interruption and the Not -to- Exceed Amount shall be equitably adjusted to recover Contractor ’s actual and reasonable costs of demobilization, delay and remobilization related to such suspension or delay. In case of Dispute over the scope and applicability of the previous sentence with regard to a particular occurrence, the Parties agree to use the Dispute Resolution Process set forth in Section 10.D. Contractor agrees it will cooperate with City and mitigate such costs to the extent and efforts commercially reasonable. If such suspension or delay continues for more than ninety (90) consecutive days (except in cases of force majeure), through no act or fault of Contractor , Contractor may terminate this Contract and recover from City payment for Work executed, including reasonable overhead and profit on the percentage of work then completed. If a force majeure delay is longer than ninety (90) days, either Party may terminate this contr act without further liability to the other Party, except that the City shall owe to Contractor payment for any work actually completed, or as except as may be otherwise agreed between the Parties in writing at each Party’s discretion.
D. Th
e Parties shall first attempt to resolve any material
dispute (“Dispute”) by this dispute resolution process in this Section 10.D (“Dispute Resolution Process”). Upon the occasion of a Dispute, the Party claiming that a Dispute exists shall provide written notice and a full explanation of such Dispute to the other Party. The Parties shall then provide each other a parallel schedule of availability of executive management to the other Party within ten (10) days , covering the next thirty (30) days of the executives’ schedules. The executive representatives of the Parties will meet at least twice in that thirty day period to attempt to resolve the Dispute. If resolution is not reached, the Parties agree to consider low -cost mediation (not to exceed ½ day) to resolve the Dispute. If mediation is unsuccessful or not agreed- to by the Parties, and the Dispute regards the cost of a Change Order, City agrees to pay the amount City considers reasonable for the Change Order, Contractor agrees to perform the work under the Change O rder, and the Parties will discuss a final payment adjustment upon Substantial Completion. At the time of Substantial Completion, all outstanding financial Disputes of the Parties will be first processed through the procedures of this Section 10 .D once more. If the Parties cannot reach agreement through this Dispute Resolution Process, each Party may take any action or remedy permitted under this Contract. If the Dispute does not involve a Change Order, after an initial attempt to resolve the Dispute with this Dispute Resolution Process, the Parties may take any action or remedy permitted under this Contract.
11. H
old Harmless and Indemnification . Contractor shall defend, indemnify, and hold harmless City , its agents, officials, officers, representati ves, and employees, from and against all third party claims, lawsuits, liabilities or damages (“Claims”) for bodily injury or damage to tangible property, to the extent caused by the negligence or willful misconduct of Contractor , its agents, employees, an d subcontractors, and employees thereof, pursuant to the performance or nonperformance of this Contract. If any such claim is made, Contractor , at Contractor’s expense, shall defend against and pay any and all costs, expenses (including reasonable fees of attorneys and other retained professionals), and damages of any 20 RES. NO. 2019-30
G:\PW\SanWaterEng\San\Projects\PW1705_ESCO\ESCO Award\Contract.JH kind arising out of such claim, whether or not that claim is successful, provided that the indemnified Party:(a) gives Contractor prompt written notice of such claim; and (b) cooperates with Contractor , at Contractor ’s expense, in the defense of such claim.
Contractor shall not be responsible for any settlement made by the indemnified without Contractor’s prior written consent. This paragraph shall survive the termination of the Contract. Intellectual Property Indemnification : Contractor shall fully indemnify City from costs of suit or defense, including attorneys’ fees, when and as incurred, and for any damages resulting from any Claims that any of the Project or any work provided by Contractor under any of the Contract Documents infringes on any Intellectual Property right of any third party.
12. Am
endments. Any amendment, modification, or variation from the terms of this Contract shall be in writing and shall be effective only upon mutual written approval by the City and Contractor.
13. Ant
i-Discrimination. In the performance of the terms of this Contract, Contractor shall not engage in, nor permit subcontractors to engage in, discrimination in employment of persons because of the age, race, color, religious creed, sex, sexual orientation, national origin, ancestry, physical disability, mental disability, medical condition, or marital status of such persons. Violation of this provision may result in the imposition of penalties referred to in Labor Code Section 1735.
14. Ter
mination. If, during the term of this Contract , City determines that Contractor is not faithfu lly abiding by any material term or condition contained herein, City may notify Contractor in writing of such defect or failure to perform (“Notice of Non-Compliance”). The Notice of Non -Compliance must give to the Contractor a ten (10) day period of time thereafter in which to perform said work or cure the deficiency.
Upon receipt of the Notice of Non- Compliance, if in the reasonable opinion of Contractors, the defect or failure set forth in the Notice of Non- Compliance would reasonably require more than ten (10) days to cure, Contractor shall immediately provide City with an estimated time necessary to cure such non- compliance under the exercise of reasonable commercial due diligence (“Cure Time Estimate”). If Contractor has not performed the work or cured said deficiency within the ten (10) days specified in the notice or within the Cure Time Estimate, such failure shall constitute a breach of this Contract. Upon such breach, the Parties shall utilize the Dispute Resolution Process set forth in Section 10.D for a thirty day period. If the Dispute Resolution Process is unsuccessful, City may thereafter terminate this Contract immediately by written notice to Contractor to said effect. Thereafter, neither Party shall have any further duties, obligations, responsibilities, or rights under this Contract except, however, any and all obligations of Contractor’s surety shall remain in full force and effect and shall not be extinguished, reduced, or in any manner waived by the termination hereof. In said event, Contractor shall be entitled to the reasonable value of its services , at the same rate or implied rate as may be reasonably inferred from the Contract Documents, performed from the beginning of the period in which the breach occurs up to the day it received City's Notice of Termination, minus any damages, including liquidated damages if so provided herein, occasioned by such breach. C ity reserves the right to delay any such payment until completion or confirmed abandonment of the project, as may be determined in the C ity’s sole discretion, so as to permit a full and complete 21 RES. NO. 2019-30
G:\PW\SanWaterEng\San\Projects\PW1705_ESCO\ESCO Award\Contract.JH accounting of costs. In no event, however, shall Contractor be entitled to receive in excess of the Not-to-Exceed Amount in aggregate.
15. Insurance and Bonds. Contractor shall, at Contractor’s sole cost and expense, provide insurance as contained in Schedule F, incorporated herein.
Contractor shall not commence work on the services to be performed until is submits proof of all insurance coverage as required.
Cont
ractor shall provide payment and performance bonds for 100% of the Not -to- Exceed Amount to secure the faithful performance of the Work, compliance with the terms of this Contract and to insure Contractor’s payment obligations to its Subcontractors and suppliers related to the Work. Bonds shall be duly executed by a responsible corporate surety, authorized to issue such bonds in the State of California and secured through an authorized agent with an office in California. Notwithstanding any provision to the contrary herein, any payment and performance bonds associated with this Contract guarantee only the performance of the installati on portion of the Contract, and shall not be construed to guarantee the performance of: (1) any efficiency or energy savings guarantees, (2) any support or maintenance service agreement, or (3) any other guarantees or warranties with terms beyond one (1) year in duration from the completion of the installation portion of the Contract.
16. Com
plete Contract . This Contract shall constitute the complete Contract between the Parties hereto. No verbal agreement, understanding, or representation not reduced to writing and specifically incorporated herein shall be of any force or effect, nor shall any such verbal agreement, understanding, or representation be binding upon the Parties hereto.
17. Inde
pendent Contractor. It is expressly understood between the Parties to this Contract that no employee/employer relationship is intended; Contractor is an independent contractor.
18. Tim
e of Performance. Time is of the essence in this Contract.
19. Liqui
dated Damages; Survival.
A. Shoul
d the Contractor fail to complete the project, or any part thereof, in the time agreed upon in the Contract or within such extra time as may have been allowed for delays or extensions granted as provided in the Contract , the Contractor s hall reimburse the City for the additional expense and damage for each calendar day that the Contract remains uncompleted after the Contract completion date.
It is agreed that the amount of such additional expense and damage incurred by reason of failure to complete the Contract is the per diem rate $ 1,000 per calendar day. Such amounts are hereby agreed upon as liquidated damages for the loss to the City resulting from the failure of the Contractor to complete the project within the allotted time and to the value of the operation of the works dependent thereon. 22 RES. NO. 2019-30
G:\PW\SanWaterEng\San\Projects\PW1705_ESCO\ESCO Award\Contract.JH B. It is expressly understood and agreed that this amount is a reasonable amount and is established in lieu of damages which are incapable of calculation at the inception hereof; and this amount is not to be considered in the nature of a penalty. The City shall have the right to deduct such damages from any amount due, or that may become due to the Contractor , or the amount of such damages shall be due and collectible from the Contractor or the Contractor's Surety.
C. Pr
ogress payments made after the scheduled completion
date shall not constitute a waiver of liquidated damages.
D. Su
rvival: Sections 4, 9, 10, 11, 15, 19, 22, 23, 24, 25 and 26 of this Contract shall survive termination of this Contract, and such other provisions as are required to equitably complete or terminate any remaining obligations of the Parties (including payment) after the termination date.
20. C
onflict of Inter est. Neither Contractor nor any employees, agents, or subcontractors of Contractor who will be assigned to this project, to the best of Contractor's knowledge, own any property or interest in properties, business relationships, or sources of income which may be affected by the performance of this Contract. Should one Party hereto learn of any such interest, income source, or business relationship, such fact shall immediately be brought to the attention of the other Party hereto. If the Parties thereupon cannot mutually agree upon a means to eliminate the conflict, City may terminate the Contract immediately for non-performance pursuant to Section 14 herein.
21. S
uccessors and Assigns . The terms hereof shall be binding upon and inure to the benefit of the successors and assigns of the Parties hereto; provided, however, that no Party hereto shall assign any of the benefits and burdens hereunder, whether voluntarily or by operation of law, without the prior written consent of the other Party, and any such assignment without said consent shall be void.
22. Au
thority to Execute Contract . Both City and Contractor do covenant that each individual executing this Contract on behalf of each Party is a person duly authorized and empowered to execute contracts for such Party.
23. Jur
isdiction and Venue . Jurisdiction is in an appropriate court in the State of California and venue lies in Ventura County, and the Parties do not consent to arbitration. In the event of any dispute, each Party shall bear its own fees and costs (including attorneys’ fees). This Contract shall be governed by California law, without regard to conflict of law principles.
24. Non-A
ppropriation of Funds/Finance Contingency . Payments
due and payable to Contractor for current goods and/or services are within the current budget and within an available, unexhausted and unencumbered appropriation of City .
In the event City has not appropriated sufficient funds for payment of goods and/or services beyond the current fiscal year, this Contract shall cover only those costs incurred up to the conclusion of the current fiscal year. 23 RES. NO. 2019-30
G:\PW\SanWaterEng\San\Projects\PW1705_ESCO\ESCO Award\Contract.JH It is acknowledged and agreed by the Parties that the continued existence of this Contract is expressly contingent upon City closing financing that will allow it to make the payments to Contractor required by this Contract. Upon execution of this Contract, City will have one hundred twenty (120) calendar days to close such financing (the “ Finance Closing”). City has the sole discretion to determine whether City has closed financing sufficient to constitute a Finance Closing, and will provide a written notice to Contractor declaring a Finance Closing if such Finance Closing has been attained by City. If t he financing is not closed within this time, for any reason, either Party may by written notice to the other Party declare this Contract to be null and void (the “Finance Cancellation Notice”); and the Contract will be null and void as of the other Party’s receipt of this notice. Notwithstanding the foregoing, if the Finance Closing occurs beyond the one hundred twenty (120) day period, and Contractor thereafter commences the performance of the Work, such Finance Cancellation Notice cannot be sent. It is acknowledged and agreed that Contractor will have no obligation to commence performance of the Work unless and until the financing has been closed.
25. LIM
ITATION OF LIABILITY. NOTWITHSTANDING ANYTHING IN
THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL EITHER PARTY, ITS
OFFICERS, DIRECTORS, AFFILIATES OR EMPLOYEES BE LIABLE FOR ANY
FORM OF INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES,
INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PRODUCTION, LOSS
OF PRODUCT, LOSS OF REVENUE, PROFITS OR LOS S OF DATA DAMAGES
WHETHER SUCH DAMAGES ARISE IN CONTRACT OR TORT, IRRESPECTIVE OF
FAULT, NEGLIGENCE OR STRICT LIABILITY OR WHETHER SUCH PARTY HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT AND TO THE
EXTENT PERMITTED BY APPLICABLE LAW, THE MAXIMUM LIABILITY OF EITHER
PARTY FOR DAMAGES HEREUNDER SHALL NOT EXCEED THE GREATER OF
THE A) AMOUNTS ACTUALLY PAID BY THE CITY TO THE CONTRACTOR FOR
THE WORK GIVING RISE TO A CLAIM OR B) LIQUIDATED DAMAGES PAID TO CITY UNDER SECTION 1 9. NOTWITHSTANDING THE FOREGOING, THIS SECTION 2 5 DOES NOT LIMIT, AFFECT, REDUCE OR DIMINISH IN ANY WAY CONTRACTOR’S INDEMNITY OBLIGATIONS UNDER SECTION 11 OF THIS CONTRACT.
26. No
tices. All written notices required by, or related to this Contract shall be sent by Certified Mail, Return Receipt Requested, postage prepaid and addressed as listed below. Neither Party to this Contract shall refuse to accept such mail; the Parties to this Contract shall promptly inform the other Party of any change of address. All notices required by this Contract are effective on the day of receipt, unless otherwise indicated herein. The mailing address of each Party to this Contract is as follows:
City Cit
y of Simi Valley
Department of Public Works
2929 Tapo Canyon Road
Simi Valley, CA 93063
Staff Contact: Michael Kang, Principal Engineer
24 RES. NO. 2019-30
G:\PW\SanWaterEng\San\Projects\PW1705_ESCO\ESCO Award\Contract.JH ( 805) 583-6809
Cont
ractor Schneider Electric Buildings Americas, Inc.
1650 W. Crosby Road
Carollton, TX 75006
Sta
ff Contact: Valerie Houchin
10805 Thornmint Road
San Diego, CA 92127
(858) 349-2546
25 RES. NO. 2019-30
G:\PW\SanWaterEng\San\Projects\PW1705_ESCO\ESCO Award\Contract.JH IN W
ITNESS WHEREOF, the Parties hereto have caused this instrument to be executed as of the Effective Date.
At
test: City of Simi Valley, A Municipal
Corporation
By:
Julia Fritz, Acting City Clerk Keith L. Mashburn, Mayor of the City of Simi Valley, California
Ap
proved as to Form: Schneider Electric Buildings Americas, Inc.
By:
Lonnie J. Eldridge, City Attorney
Pr int Name:
Approved as to Content: Title:
By:
Brian Paul Gabler, Interim City Manager
Pr int Name:
Tit le:
Daniel L. Willhite, Deputy Administrative
Services Director (Support Services)
Ronald K. Fuchiwaki
Public Works Director
26 RES. NO. 2019-30
G:\PW\SanWaterEng\San\Projects\PW1705_ESCO\ESCO Award\Contract.JH Schedule A
SCOPE OF WORK
Gener
al clarifications and exclusions:
1. Al
l work will be performed during normal working hours except as required for cut overs.
2. We exclude the cost of obtaining building permits.
3. We exclude the cost of City building inspection.
4. We exclude the costs for survey, as most work is within existing structures.
5. We exclude the cost to obtain a SWPP permit as the disturbed area will be less than an acre. We will maintain local BMP’s where the course of our work disturbs soil.
6. We exclude the cost for temporary power usage for construction (meter cost).
We include the cost to establish temporary construction power. We will coordinate temporary power with plant staff.
7. We exclude all additional seismic and or structural support, engineering, and upgrades.
Det
ailed technical description for each ECM, along with specific clarifications and exclusions, are embedded within the accompanying Design Intent Documents (DIDs) and attached Drawings.
Ci
ty hereby acknowledges and agrees that the scope of work shall be limited to, and Contractor shall only perform, the following:
Sc
ope of Work Summary Description:
RECM
1 – HEADWORKS EQUIPMENT REPLACEMENT
OVERVIEW
Influent to the existing headworks facility is conveyed by a 33- inch diameter collection line as well as a 48- inch diameter collection line. The existing facilities operational and hydraulic issues as well as alternatives to resolve these were developed, s creened and evaluated in the Headworks Improvement Project Preliminary Design Report dated August 28, 2017. Replacement energy conservation measure (RECM 1) entails the following;
1) Improve influent hydraulics and issues with the existing septage receiving as follows; ü Ins
tall a junction structure to combine 33- inch and 48- inch diameter collection lines upstream of the Headworks Building.
ü Pr
ovide automated slide gates with integral overflow weir at the discharge of each bar screen’s channel to control level in the bar screen channels. 27 RES. NO. 2019-30
G:\PW\SanWaterEng\San\Projects\PW1705_ESCO\ESCO Award\Contract.JH 2) Replace the existing bar screens and compacting conveyors with new equipment.
Replacement bar screens will be of lower sprocket type multi-rake screen to address operational issues as follows;
ü Lower sprocket screen positively engages to remove debris and keep screen clear.
ü Chain is not in the process flow minimizing accumulation of debris and maintenance.
ü Spacing of 3/8-inch for more open area and capacity as well as thicker bars. 3) Upgrade headworks ventilation system to improve odor control at the Headworks Building
4) Roofing and seismic upgrades to address replacement of items that have exceeded their economic useful life and life safety items;
RECM
3 - EAST AND WEST BNR BLOWER UPGRADES
OVERVIEW
This replacement energy conservation measure (RECM 3) entails reconfiguration of the existing biological nutrient removal (BNR) blowers for the East and West Basins. The BNR process utilizes mechanical blowers to provide oxygen to the aerated grit chambers and BNR tanks. This oxygen promotes secondary treatment and nitrifies process flows. The reconfiguration of blowers for RECM 3 will standardize all blowers on a single technology and control methodology to improve operability, maintainability and efficiency while upgrading the existing ventilation systems for East and West blower buildings to address overheating of blowers and/or poor performance of blowers during periods of high ambient temperatures. The scope of work is summarized as follows; 1) East BNR Process Area
ü Remove two (2) of the existing five (5) blowers for installation in the West BNR Process Area
ü Replace the existing aeration flow control valves. Replace manually operated aeration drop valves located in each basin of West BNR with new valves that have improved linear adjustability characteristics
ü Provide new supply and exhaust fans serving west blower plant to improve ventilation and temperature control.
28 RES. NO. 2019-30
G:\PW\SanWaterEng\San\Projects\PW1705_ESCO\ESCO Award\Contract.JH 2) West BNR Process Area
ü Remove variable frequency drives and retrofit with inlet guide vanes the two (2) existing multi stage centrifugal blowers in the West BNR Process Area. ü Remove the other two (2) existing single stage centrifugal blowers and turn over to Simi Valley for salvage.
ü In the place of the two (2) removed blowers, install two (2) blowers relocated from the East BNR Process area.
ü Replace the existing aeration flow control valves. As funds are available, replace manually operated aeration drop valves located in each basin of West BNR will be replaced with new valves that have improved linear adjustability characteristics.
ü Provide new supply and exhaust fans serving west blower plant to improve ventilation and temperature control.
RECM
4 MIXED LIQUOR RETURN PUMPS
OVERVIEW
The current mixed liquor return pumps in East BNR basins were not resized when the West BNR basins were brought into continuous service and a 60/40 flow split between West and East BNR basins was implemented therefore these pumps are now oversized. The operating point of these pumps on their pump curves is poor, significantly shortening the economic useful life of the pumps. Right sizing and replacement of the pumps is required to reduce maintenance and replacement costs of mixed liquor return pumps.
RECM
4– BNR MIXER REPLACEMENT
OVERVIEW
This replacement energy conservation measure (RECM 4) entails replacement of the existing anoxic zone mixers for the East and West BNR basins.
The East and West BNR basins are configured in a Modified Ludzak -Ettinger (MLE) configuration that utilizes anoxic zones with submersible mixers to denitrify nitrate in order to meet the required effluent limits.
The technology selected for this replacement is coarse bubble air grid mixing. 29 RES. NO. 2019-30
G:\PW\SanWaterEng\San\Projects\PW1705_ESCO\ESCO Award\Contract.JH RECM 6 - DEWATERING EQUIPMENT REPLACEMENT
OVERVIEW
This replacement energy conservation measure (RECM 6) entails replacing the existing belt filter press equipment with refurbished units from the same manufacturer. Ancillary equipment associated with the bel t press replacement project includes; replacing existing dry polymer system with liquid emulsion polymer, new solids feed pump, new neat polymer storage tank, and new conveyor belts. Replacement energy conservation measure (RECM-6) entails the following;
1. Replace two of three existing belt filter presses with refurbished units, including appurtenances such as conveyor, polymer equipment, etc. Procure refurbished unit(s) from same manufacturer as existing.
2. Add a fourth belt filter press and associated pumps, polymer equipment, etc.
New press to match existing and procured as refurbished unit from same manufacturer as existing,
3. Provide in-line grinder at influent piping to sludge holding tank
4. Prep and paint existing roof structure including underside of roof metal decking.
5. Prep and paint mezzanine structure (vertical and horizontal components) and underside of decking not including existing galvanized treading.
6. Remove and replace motor control center MCC-N
RECM
7 – DIGESTER MIXERS AND FEED SLUDGE PUMP REPLACEMENT
OVERVIEW
This replacement energy conservation measure (RECM 7) entails the scope below for digesters 3 and 4. Digesters 1 and 2 are excluded from the scope of this RECM. 1) Replacement of existing lance type gas mixing system with mechanical mixing 2) Replacement of existing digester feed pumps including demolition of existing sludge microscreens.
3) Refurbishment of existing digester heating system including replacement of existi ng digester recirculation pump(s), heat exchanger(s) and associated 3- way control valve, and condensing boiler(s).
4) Remove and replace motor control center MCC-DCC
30 RES. NO. 2019-30
G:\PW\SanWaterEng\San\Projects\PW1705_ESCO\ESCO Award\Contract.JH RECM 8 – SECONDARY CLARIFIER NOS. 1 THROUGH 4 AND EAST/WEST RAS
PUMP EQUIPMENT REPLACEMENT
OVERVIEW
This replacement energy conservation measure (RECM 8) entails replacing the existing riser pipe clarifier mechanisms associated with Secondary Clarifier Nos. 1 through 4 as well as rebuilding recycled activated sludge (RAS) Pump Nos. 1 through 6 for the East RAS Pump Station and West RAS Pump Station. Operational and hydraulic issues as well as alternatives to resolve these were developed, screened and evaluated per the Secondary Clarifier Rehabilitation Pre- Design Report dated April 2018. Replac ement energy conservation measure (RECM 8) entails the following;
1. Process Equipment Replacement and associated structures rehabilitation including secondary clarifier.
2. Pumps and associated structures rehabilitation including RAS pumps and associated wet wells
3. Structural upgrades and rehabilitation including secondary clarifier.
RECM
9 - TERTIARY MEDIA FILTRATION SYSTEM
OVERVIEW
Thi
s replacement energy conservation measure (RECM 8) entails piping rehabilitation in the Filter Building i ncluding replacement of air piping, blasting and recoating of backwash piping that is corroded, and replacement of selected backwash piping fittings that have corroded.
OE
CM 1 - AMMONIA BASED AERATION CONTROL
OVERVIEW
The HACH RTC- N system will be implemented in both the east and west trains. The WQCP already utilizes one ammonia analyzer (Ammtax) located in the west train effluent with no ammonia analyzers at the east train effluent. For implementation of the ABAC system the facility will need to install two more ammonia analyzers/ probes are required that will be located at the east aeration basin effluent and primary effluent downstream of the flow equalization basin (FEB) to include both primary effluent and flow from the FEB. The nitrification control system can be expanded to include a denitrification and solids residence time (SRT) control module.
The RTC -Nitrification, Denitrification and Sludge Retention Time system provides significant benefits. Primarily, the system optimizes the level of dissolved oxygen supplied for nitrification, while maintaining the optimal effluent ammonia set -point for 31 RES. NO. 2019-30
G:\PW\SanWaterEng\San\Projects\PW1705_ESCO\ESCO Award\Contract.JH compliance. This improves aeration control, while reducing costs associated with over - aerating and reduces labor requirements to meet these limits. The RTC -DN System optimizes the internal recirculation flow of the nitrate- containing water from effluent nitrification to the denitrification zone. Thereby the total nitrogen removal is improved and the risk of denitrification processes disturbing the sedimentation process in the final clarification tanks is eliminated.
OE
CM 2 – CHANNEL MIXING OPTIMIZATION
OVERVIEW
This optimization energy conservation measure (OECM 2) entails optimization of mixing in the following channels:
· Primary Influent: Distributes flow from Grit Classifiers to Primary Clarifiers · Primary Effluent: Distributes flow from Primary Clarifiers to BNR Influent channel(s)
· BNR Influent: Distributes flow from Primary Effluent Channel to BNR basin(s) · BNR Effluent: Distributes flow from BNR basin(s) to Mixe d Liquor Distribution Channel
· Mixed Liquor Distribution Channel: Distributes flow from BNR Effluent channel(s) to Secondary Clarifiers
All of the channels listed above utilize process air from the aeration blowers coupled with pipe diffusers for mixing. Field testing and plant observations described in the Secondary Clarifier Rehabilitation Pre- Design Report indicate that the pipe diffusers do not provide sufficient mixing.
The team selected coarse air grid mixing technology.
OE
CM 3 – AERATED GRIT CHAMBER OPTIMIZATION
OVERVIEW
This optimization energy conservation measure (OECM 3) entails optimizing the existing aerated grit chambers. The existing aerated grit chambers utilize process air from the aeration process blowers that is diffused through a single pipe located on the bottom of the grit chambers. Upgrades and repairs to the grit removal system from the prioritized list of items below. As many priorities will be completed as budget allows; 32 RES. NO. 2019-30
G:\PW\SanWaterEng\San\Projects\PW1705_ESCO\ESCO Award\Contract.JH 1) Priority #1 - Replace (3) existing grit classifiers with (2) grit washers to reduce the quantity of grit that must be exported to landfill. Preferred Grit Washer technology provided by manufacturer, Huber, model– Coanada.
2) Priority #2 - Demolish existing air piping in (2) existing grit chambers and replace with new piping and air diffusers configured to optimize grit removal from influent entering the plant.
3) Priority #3 – Repair concrete wear at bottom of (2) existing grit chambers to extend economic useful life of the chambers.
GE
CM 1 – DIGESTER GAS CONDITIONING FOR CNG FUELING
OVERVIEW
Simi Valley Water Quality Control Plant (WQCP) currently operates two anaerobic digesters for solids treatment and stabilization. The anaerobic digestion process produces gas containing methane, carbon dioxide, and other constituents. This generation energy conservation measure (GECM 1) entails treating the digester gas produced at the treatment facility to natural gas quality and using it to fuel the existing compressed natural gas (CNG) fueled and city-owned transportation fleet.
The digesters produce gas at a constant rate, but the demand for CNG is largely when the buses refuel at night. The gas produced from the digesters needs to be stored so it is available when needed for refueling. This project includes a storage system for approximately one day’s production of renewable natural gas. 33 RES. NO. 2019-30
G:\PW\SanWaterEng\San\Projects\PW1705_ESCO\ESCO Award\Contract.JH Schedule B
PERFORMANCE ASSURANCE SUPPORT SERVICES AGREEMENT
Thi
s Performance Assurance Support Services Agreement (this “PASS Agreement”), is by and between Schneider Electric Buildings Americas, Inc. (“ Contractor”), and City of Simi Valley, CA (“City”). To the extent that the terms and conditions in this PASS Agreement conflict with the terms and conditions in the Contrac t, the terms and conditions of this PASS Agreement shall control with respect to the obligations and duties of both Parties only in this PASS Agreement, and to the obligations and duties set forth the Contract itself . Any capitalized terms used and not def ined herein are as defined in the Contract.
City of Simi Valley, CA Schneider Electric Buildings
Americas, Inc.
By By
(Signature) (Signature)
Print
Name
Print
Name
Title Title
Date Date
A. Te
rm
Thi
s PASS Agreement shall commence at the Savings Guarantee Commencement Date and continue for one (1) year (the “Initial Term”) and shall automatically renew for additional one (1) year periods thereafter, up to a limit of ten (10) years . During the Initial Term and any term thereafter , City may terminate this PASS Agreement at any time prior to thirty (30) days to the end of the then current term.
NOT
WITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OR IN
ANY CONTRACT DOCUMENT, IN THE EVENT THAT THE PASS AGREEMENT IS
CANCELED OR T ERMINATED BY CITY FOR ANY REASON, THE PERFORMANCE
GUARANTEE SET FORTH IN SCHEDULE C FOR THE UNFINISHED YEAR SHALL
BE DEEMED TO HAVE BEEN MET AND FULFILLED NULL AND VOID AND OF NO
FURTHER FORCE OR EFFECT AS OF THE EFFECTIVE TERMINATION DATE OF
THE PASS AGREEMENT AND CONTRACTOR SHALL HAVE NO FURTHER
OBLIGATIONS OR LIABILITIES ASSOCIATED WITH SUCH PERFORMANCE
GUARANTEE, EXCEPT TO THE EXTENT ANY PAYMENTS WERE DUE TO THE
CITY FROM PRIOR YEARS, AND NOT STILL TO BE ADJUSTED AFTER
PERFORMANCE IN THE CURRENT OR FUTURE YEARS AS PART OF THE PASS AGREEMENT, SUCH PAYMENTS REMAIN DUE.
34 RES. NO. 2019-30
G:\PW\SanWaterEng\San\Projects\PW1705_ESCO\ESCO Award\Contract.JH B. Ser
vice Scope and Payment
Cont
ractor shall provide the Performance Assurance Support Services (the “Services”) to City as set forth in Exhibit A, Section 1 of this PASS Agreement during the Initial Term.
Af
ter the end of Initial Term and each subsequent term thereafter, City may either (1) continue with the same level of Services as set forth in the previous term, (2) change the Services level by selecting one or more of the options as set forth in Exhibit A, Section 2 of this PASS Agreement, or (3) terminate this PASS Agreement and the Performance Guarantee in accordance with the termination provisions contained herein.
Th
e available Services options (but not less than the Services elected by City in the Initial Term) may be amended from time to time at the sole discretion of Contractor.
1. After the Initial Term, the prices set forth in Exhibit A shall be adjusted upwards annually in accordance with the increase in Consumer Price Index (“CPI”) for Ventura County.
2. After the Initial Term, payment for each year's PASS Agreement is due within thirty (30) days of the start of that year’s term. Contractor reserves the right to add 1.5% per month to any balance due beyond thirty (30) days of invoice date. City acknowledges and understands that all charges are exclusive of any applicable federal, state, or local use, excise, sales taxes or similar fees whether charged to or against Contractor or City for the Services. City may utilize purchase orders for ease of administration and ordering purposes in implementation of this PASS Agreement (to include: specific products or services, scope of work, quantities, price and delivery terms only), however, no pre- printed, additional, inconsistent or different terms contained or referenced in such purchase order shall have any force or effect, it being the intent of the Parties that the terms of this PASS Agreement shall apply.
C. Acce
ss
Ser
vices provided under this PASS Agreement will be performed during normal working hours (normal working hours shall mean 8:00 a.m. to 5:00 p.m., local time, Monday through Friday, excluding Contractor holidays) unless specifically stated otherwise in the PASS Agreement. However, Contractor may have the need to acces s City facilities during non-normal working hours and on holidays in order to identify and troubleshoot energy savings issues. Therefore, City will provide and permit Contractor reasonable access to City ’s facility and equipment to the extent necessary for Contractor’s personnel to perform the Services. City shall also provide access to key personnel to discuss facility operating requirements. Contractor will use commercially reasonable efforts to minimize any disturbance with City’s operations while providing the Services. 35 RES. NO. 2019-30
G:\PW\SanWaterEng\San\Projects\PW1705_ESCO\ESCO Award\Contract.JH D. Relationship
City and
Contractor are independent contracting Parties . Nothing in this PASS Agreement shall be construed to make either Party or any of its employees, the partner, joint venturer, agent, or legal representative of the other for any purpose whatsoever, nor grants either Party any authority to assume or create any obligation on behalf of or in the name of the other Party. As an independent contractor, the mode, manner, method and means employed by Contractor in the performance of the terms and conditions of this PASS Agreement shall be of Contractor’s selection and under the sole control and direction of Contractor. Under the terms of this PASS Agreement, neither City nor any company in which it owns a controlling interest shall be required to furnish Contractor or any of its employees with any benefits, including but not limited to severance benefits, unemployment compensation or worker's compensation.
E. Ins
urance
Cont
ractor shall maintain insurance coverage, including without limitation, Workers’ Compensation and Employer’s Liability at statutory limits, Automobile Liability covering all owned, hired and other non- owned vehicles, and Commercial General Liability covering public liability and property damage with limits generally required for its respective industry and operations with not less than $1,000,000 minimum coverage per occurrence. Such insurance shall be with reputable and financially responsible carriers authorized to transact business in the state in which the facility is located and the services are being performed with an A.M. Best’s rating of at least A- VII.
F. Lim
itation of Liability
NEI
THER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT,
INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGE OF ANY KIND,
INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR PROFIT
REGARDLESS OF THE FORM OF ACTION OR THEORY OF RECOVERY, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE
TOTAL CUMULATIVE LIABILITY OF CONTRACTOR WITH RESPECT TO THIS PASS
AGREEMENT OR ANYTHING DONE IN CONNECTION THEREWITH, SUCH AS THE
USE OF ANY DELIVERABLE FURNISHED HEREUNDER SHALL NOT EXCEED THE
PRICE PAID FOR THE SERVICE PERFORMED THAT GIVES RISE TO THE CLAIM
ON WHICH SUCH LIABILITY IS BASED , EXCEPT THAT DURING THE INITIAL
TERM, THE PRICE PAID WILL BE CONSIDERED TO BE THE COST OF THE FIRST PAID YEAR FOR THE PURPOSES OF THIS SECTION F.
G. Ex
cusable Delay
Any
delay or failure of either Party to perform its obligations hereu nder (with the exception of payment) shall be excused, and time to perform extended, and shall not be held liable if and to the extent that the delay or failure to perform is caused by an event or occurrence beyond the reasonable control of the Party whose performance is interfered with, and without its fault or negligence and which by the exercise of due diligence, said Party is unable to prevent.
36 RES. NO. 2019-30
G:\PW\SanWaterEng\San\Projects\PW1705_ESCO\ESCO Award\Contract.JH H. Su
ccessors
Nei
ther this PASS Agreement nor any rights arising hereunder may be assigned, pledged, transferred or hypothecated by Contractor without the consent of City ; such consent cannot be unreasonably withheld. No Work performed pursuant to this PASS Agreement may be subcontracted in whole or in part by Contractor without the prior written consent of City; such consent cannot be unreasonably withheld.
I. Ent
ire Agreement
Thi
s PASS Agreement sets forth the entire understanding between the Parties and supersedes all prior oral or written understandings relating to the subject matter herein.
This PASS Agree ment may not be altered or modified in any way except by written instrument signed by a duly authorized representative of each Party.
J. Sev
erability
If
any provision of this PASS Agreement shall be held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby.
K. Gov
erning Law
Thi
s PASS Agreement will be governed, interpreted and construed by, under and in accordance with the laws, statutes and decisions of the state in which the Services are to be performed, without regard to its choice of law provisions. Venue shall be in the federal, state or municipal courts serving the county in which the Services are performed.
Ex
hibit A: Performance Assurance Support Services
Sec
tion 1 – Services during initial Term
Cont
ractor shall provide the Performance Assurance Support Services (the “Services”) defined below to City during the Initial Term as defined in Schedule B.
Co
ntract Year 1 (included in Contract Not-To-Exceed)
Measurement & Verification with Savings Reporting Portal – $15,988 Schneider Electric will perform the measurement & verification as outlined in the M&V plan and will update the energy savings and performance portal as data is received.
This website contains charts and graphs showing the energy savings by month and by 37 RES. NO. 2019-30
G:\PW\SanWaterEng\San\Projects\PW1705_ESCO\ESCO Award\Contract.JH meter for the project. Customer will be given web access to the Schneider Electric eSavings website for the contacts specified by Customer. Changes to that contact list can be m ade at any time. Data can only be updated on this website if utility bills and other necessary information are provided. If bills and other necessary information are not provided, Schneider Electric is not responsible for maintaining updated information in the energy savings and performance portal until the missing data is provided.
Facilitation of Renewable Fuel Credit Registration & Reporting Process – $92,963 Schneider Electric will assist the City in registering for Renewable Identification Number (RIN) credits from the Environmental Protection Agency’s (EPA) Renewable Fuel Standard (RFS) program. Registration consists of creating an account on the CDX OTAQReg website, coordinating with an independent lab to provide gas sample analyses of the biogas , populating all required registration forms, obtaining an engineering review of registration forms by an independent professional engineer, and submitting all required documentation to the EPA.
Schneider Electric will assist the City in on- going reporting required by the EPA’s RFS program. Reporting consists of gathering data from the gas conditioning and SCADA systems, submitting documentation for Attest Engagements, managing registration on the EPA Moderated Transaction System (EMTS) website, reviewing and submitting data on the EMTS website, and compiling and submitting quarterly and annual reports, per RFS program requirements.
Sec
tion 2 – Services After Initial Term
Af
ter the end of Initial Term and each subsequent term thereafter and in the first thirty days of such term, City may either (1) renew the same level of Service as set forth in the Initial Term or previous term or change the Service level by selecting one or more of the options defined below . All prices will be calculated at the time of renewal in the thirty-day option election period. Termination of service, if elected, will proceed according to the methods and timelines set forth in Section A of the PASS Agreement.
Services selected by City that would exceed the Not -To-Exceed Amount, if any, will require an amendment to the Contract increasing Not-To-Exceed Amount.
Contract Year 2 - $15,988 + Consumer Price Index (“CPI”) for Ventura County Measurement & Verification with Savings Reporting Portal Schneider Electric will perform the measurement & verification as outlined in the M&V plan and will update the energy savings and performance portal as data is received.
This website contains charts and graphs showing the energy savings by month and by meter for the project. Customer will be given web access to the Schneider Electric eSavings website for the contacts specified by Customer. Changes to that contact list can be made at any time. Data can only be updated on this website if utility bills and other necessary information are provided. If bills and other necessary information are 38 RES. NO. 2019-30
G:\PW\SanWaterEng\San\Projects\PW1705_ESCO\ESCO Award\Contract.JH not provided, Schneider Electric is not responsible for maintaining updated information in the energy savings and performance portal until the missing data is provided.
Facilitation of Renewable Fuel Credit Registration & Reporting Process This program is offered on a 3-year renewable term. The first 3 years of this program are covered in the Initial Term.
Th
e available service options may be amended from time to time at the sole discretion of Contractor, except that the options elected by City in the Initial Term will continue to be provided.
39 RES. NO. 2019-30
G:\PW\SanWaterEng\San\Projects\PW1705_ESCO\ESCO Award\Contract.JH Schedule C
PERFORMANCE GUARANTEE
Th
e Performance Guarantee provided by Contractor will be as follows:
Year M
easured
Savings
Non-Measured
Savings
Annual
Guaranteed
Savings
Cumulative
Guaranteed
Savings
1 $115,621 $272,264 $387,885 $387,885
2 $120,245 $1,003,438 $1,123,683 $1,511,568
3 $125,055 $1,008,171 $1,133,226 $2,644,794
4 $130,057 $763,181 $893,238 $3,538,032
5 $135,260 $768,280 $903,539 $4,441,572
6 $140,670 $773,572 $914,242 $5,355,814
7 $146,297 $779,066 $925,363 $6,281,176
8 $152,149 $784,768 $936,917 $7,218,093
9 $158,235 $790,688 $948,922 $8,167,016
10 $164,564 $796,832 $961,396 $9,128,412
11 $171,147 $803,211 $974,357 $10,102,769
12 $177,993 $809,832 $987,825 $11,090,594
13 $185,112 $816,706 $1,001,818 $12,092,412
14 $192,517 $823,841 $1,016,358 $13,108,770
15 $200,217 $831,249 $1,031,467 $14,140,237
16 $208,226 $838,939 $1,047,165 $15,187,402
17 $216,555 $846,923 $1,063,478 $16,250,880
18 $225,217 $855,211 $1,080,429 $17,331,309
19 $234,226 $863,816 $1,098,042 $18,429,351
20 $243,595 $872,750 $1,116,345 $19,545,696
Total $3,442,958 $16,102,739 $19,545,696
NOT
WITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OR IN
ANY CONTRACT DOCUMENT, IN THE EVENT THAT THE PASS AGREEMENT IS
CANCELED OR TERMINATED BY CITY FOR ANY REASON, THE PERFORMANCE
GUARANTEE SET FORTH IN SCHEDULE C SHALL BE DEEMED TO HAVE BEEN
MET AND FULFILLED AS OF THE EFFECTIVE TERMINATION DATE OF THE PASS
AGREEMENT FOR THAT UNFINISHED YEAR AND CONTRACTOR SHALL HAVE NO
FURTHER OBLIGATIONS OR LIABIL ITIES ASSOCIATED WITH SUCH
PERFORMANCE GUARANTEE, EXCEPT TO THE EXTENT ANY PAYMENTS WERE
DUE TO THE CITY FROM PRIOR YEARS, AND NOT STILL TO BE ADJUSTED
AFTER PERFORMANCE IN THE CURRENT OR FUTURE YEARS AS PART OF THE PASS AGREEMENT, SUCH PAYMENTS REMAIN DUE.
Th
e procedure used to calculate savings is described in Schedule D. 40 RES. NO. 2019-30
G:\PW\SanWaterEng\San\Projects\PW1705_ESCO\ESCO Award\Contract.JH
GUARANTEED SAVINGS RECONCILIATION
City,
if required, will send Contractor all reasonably necessary utility or energy data as set forth in Schedule E herein. Within sixty (60) days of receipt of such information for the previous Guarantee Year, Contractor will determine the Actual Savings for such Guarantee Year hereafter defined as “Savings Reconciliation”.
In t
he event the Actual Savings are less than the amount stated above, Contractor may, at its sole option, either pay City the net present value of the series of annual savings reconciliations at 5 % interest rate or LIBOR, whichever is less, each calculated as the difference between the Annual Savings Guarantee and the Actual Savings amount for the corresponding twelve (12) months, calculated as shown herein, or Contractor may elect to pay only for the savings shortfall to date and extend the measurement period for twelve (12) months at no cost to City . Contractor will make payments for any savings shortfall to City within thirty (30) days of that year's Savings Reconciliation. At the end of this extended measurement period, Contractor will again determine the savings for the remaining guarantee periods using the methodology as set forth in Schedule D and will again choose to reconcile any shortfalls with the same options presented at the conclusion of the initial measurement period. Contractor will make payments for any savings shortfalls to City within thirty (30) days of the Savings Reconciliation.
41 RES. NO. 2019-30
G:\PW\SanWaterEng\San\Projects\PW1705_ESCO\ESCO Award\Contract.JH Schedule D
MEASUREMENT & VERIFICATION PLAN
Pr
ojected Annual Savings
Th
e Performance Guarantee as established in Schedule C shall consist of savings from multiple scopes of work. The projected savings for Year 1 are shown in the table below:
ECM
Annual Projected Savings
kWh kW Therm
RECM 1 2,880 6 n/a
RECM 3 14,257 19 n/a
RECM 4 10,483 14 n/a
RECM 6 -1,792 -9 n/a
RECM 7 630,366 700 5,428
RECM 8 6,985 10 n/a
RECM 9 788 4 n/a
OECM 1 91,166 124 n/a
OECM 2 and RECM 4 648,330 818 n/a
OECM 3 4,326 6 n/a
Th
e projected savings in the table above are provided for reference only and are not intended to construe a savings guarantee by meter, facility, or energy unit. The savings guarantee is fully defined in Schedule C.
Ener
gy, Water, and Operations & Maintenance (O&M) Rate Data Th
e cost of energy in any period will be determined by applying the rates as defined below (“Baseline Energy Rates”) with 4% annual rate escalation beginning in 2019, or the actual energy rates during the period, at the discretion of the Contractor, to the energy used in a given period for each fuel type.
Utility Company: Southern California Edison
Rate Schedule: TOU-8B-BIP
Component Charge Unit Description
Customer Charge: $658.17 Per Billing
Month Customer Charge
Demand Charges:
$19.02 Per kW Monthly Maximum Demand
$21.73 Per kW Summer On-Peak Demand
$4.17 Per kW Summer Mid-Peak Demand
Consumption Charges:
$0.02081 Per kWh Delivery Charge
$0.08246 Per kWh Summer On-Peak Generation
$0.05554 Per kWh Summer Mid-Peak Generation
$0.03715 Per kWh Summer Off-Peak Generation
$0.05369 Per kWh Winter Mid-Peak Generation
42 RES. NO. 2019-30
G:\PW\SanWaterEng\San\Projects\PW1705_ESCO\ESCO Award\Contract.JH $0.04274 Per kWh Winter Off-Peak Generation
Other Charges: $0.00029 Per kWh State Tax
$0.55 Per kVAR Power Factor Adjustment
BIP Charges (Base
Interruptible Program)
$13.89417 Per kWh Excess Energy Charge
($1.14) Per kW Winter Mid Peak BIP Credit
($18.14) Per kW Summer On Peak BIP Credit
($5.51) Per kW Summer Mid Peak BIP Credit
1 kW Firm Service Level
Meas
urement & Verification Details
Opti
on A – MOTORS
A. Ov
erview of M&V Plan, and Savings Calculation
B. Energy Savings Calculations
C. Key Parameter Measurement Strategy
D. Parameter Estimates
E. Cost Savings Calculations
A. Ov
erview of M&V Plan, and Savings Calculation
Sav
ings in this section are determined by using an “Option A: Retrofit Isolation – Key Parameter Measurement” approach as described in the International Performance Measurement & Verification Protocol (IPMVP Volume I, EVO 10000- 1:2010). The remainder of this section describes the energy savings calculations, key parameter measurements that will be conducted, parameters that will be estimated and those values, and how cost savings will be calculated. The energy and cost savings that are determined using this approach will be the annual savings values used for each year of the Performance Period.
B. Ener
gy Savings Calculations
Pr
ovided within this section is an explanation of the calculations that will be used to perform energy savings calculations for this verification method in RECM-4: BNR Mixer Replacement, OECM -2: Channel Mixing Optimization, and RECM -7: Digester Mixer Replacement.
Equations and Analysis of Energy Savings
Sav
ings are calculated as the difference in energy usage from the baseline conditions, and the Performance Period conditions.
For
energy consumption, the energy savings will be determined for each motor and summed for all motors that will be retrofitted using the following formula:
43 RES. NO. 2019-30
G:\PW\SanWaterEng\San\Projects\PW1705_ESCO\ESCO Award\Contract.JH Equation 1 – Energy Consumption Savings
[ ]
i
n
i
PostPosteesave H E H E Eå
=
´ - ´ =
1 PrPr
Wher
e,
Esave = Energy savings
EPre =Power usage of the baseline mixer conditions
EPost =Power usage of the Performance Period mixer conditions HPre = Baseline hours of operation
HPost = Performance Period hours of operation
Th
e energy usage of both the baseline and Performance Period motor conditions are calculated utilizing the same equations. The measured parameters collected during the pre-implementation period will be used to compute the baseline motor power use. The measured parameters collected during the post -implementation period will be used to compute the Performance Period motor power use. The equations for a single motor for both the baseline and Performance Period are shown below using the baseline calculations as an example.
Eq
uation 2 – Total Motor Power Use
RFP E e Motore ´ =Pr,Pr
Wher
e,
PMotorPre = Pre-implementation power draw of mixer
RF = Run Factor, a ratio of the motors running simultaneously to the total number of motors
C. Key
Parameter Measurement Strategy
Thi
s section outlines the measurements that will be conducted to determine the measured values in the equations provided above in Paragraph B. For this motor replacement project, the key parameters that will be measured is the power consumption of each motor. Measurement and documentation strategies for each project phase are outlined below.
Pre-Implementation Measurements and Documentation
An i
nstantaneous power measurement at a full load condition will be taken for each baseline motor type to determine the power consumption for each motor type. The table below lists each motor type to be measured, the total quantity of that motor type, and the total measurements to be taken prior to removing the motor s to implement the retrofit.
44 RES. NO. 2019-30
G:\PW\SanWaterEng\San\Projects\PW1705_ESCO\ESCO Award\Contract.JH Motor Description Total
Motors Total Measurements
East BNR Mixers 9 9 instantaneous measurement at full load.
West BNR Mixers 12 12 instantaneous measurement at full load.
Digester Mixer
Compressors 3 3 instantaneous measurements at full load.
Post-Implementation Measurements and Documentation
An i
nstantaneous power measurement at a full load condition will be taken for each retrofit motor type to determine the power consumption for each motor type. The table below lists each moto r type to be measured, the total quantity of that motor type, and the total measurements to be taken after implementing the retrofit.
Motor Description Total Motors Total Measurements
Digester Mixers 4 4 instantaneous measurements at full load.
East/West BNR/All Channels
Blower 2 2 instantaneous measurements at full load
Performance Period Measurements and Documentation
No addi
tional measurements will be taken during the Performance Period of this M&V strategy.
D. Par
ameter Estimates
Of
the parameters identified under the equations for energy savings in Section B, some of the parameters are estimates, and will not be measured during any period of the project. Of the variables identified, the parameters that will be estimated for this particular ECM and M&V strategy include: annual hours of operation.
Th
e table below contains the estimated parameters and all pieces of information needed to define each motor . The table lists the motor description and pre/post -retrofit annual hours of operation, as well as each motors run factor. Expected power readings have also been included, but will be replaced in calculations with actual measured values. The methods used to calculate savings in Paragraph E include the measurements defined in Paragraph C and the fixture details found in the tables below. 45 RES. NO. 2019-30
G:\PW\SanWaterEng\San\Projects\PW1705_ESCO\ESCO Award\Contract.JH Process Equipment Baseline
Motors
Post
Retrofit
Motors
Run
Factor
Annual
Hours
Diversity
Factor
Estimated
Baseline
System
Peak kW
Estimated
Baseline
Peak
kW/Motor
Estimated
Post-
Retrofit
System
Peak kW
Estimated
Post-
Retrofit
Peak kW
/ Motor
Aeration
East BNR
Compact
Mixers
9 0 1 8,760 1 29.27 3.25 n/a n/a
Aeration
West BNR
Compact
Mixers
12 0 1 8,760 1 39.02 3.25 n/a n/a
Digestion Digestor
Compressors 3 0 0.667 8,760 1 85.57 42.79 n/a n/a
Digestion
Digestor
Mixers 0 4 0.5 4,380 1 n/a n/a 27.78 13.89
Aeration
East + West
BNR / All
Channels
compressor 0 2 1 7,884 1 n/a n/a 58.82 29.41
E. Cos
t Savings Calculations
Pr
ovided below are the methods and equations used to determine the cost savings associated with this particular methodology.
Cos
t Savings are calculated as the difference between the baseline and Performance Period energy costs. Equation 7 will be used to compute the total cost savings for each Guarantee Year.
Eq
uation 7 – Total Cost Savings
ePerformancBaselinesave $ $ $- =
Wher
e,
$save = Guarantee year cost savings
$Baseline = Billing period baseline utility cost
$Performance = Billing period performance period utility cost Th
e marginal utility rates utilized to calculate the dollar amounts are defined in the following table and will be escalated at 4% annually beginning in 2019.
Utility Company Southern California Edison
ACCOUNT: 3-012-2965-23
DESCRIPTION Marginal Rate for Savings
ENERGY (kWh) $0.069044/kWh
DEMAND (kW) $18.98/kW
46 RE S. NO. 2019-30
G:\PW\SanWaterEng\San\Projects\PW1705_ESCO\ESCO Award\Contract.JH
Option B – Wastewater Treatment Plants – Aeration Blowers A. Ov
erview of M&V Plan, and Savings Calculation
B. Energy Savings Calculations
C. Key Parameters Measurement Strategy
D. Parameter Estimates
E. Cost Savings Calculations
A. Ov
erview of M&V Plan, and Savings Calculation
Th
e method of determining energy savings described in this section uses “Option B:
Retrofit Isolation – All Parameter Measurement” as described in the International Performance Measurement and Verification Protocol (IPMVP Volume I, EVO 10000- 1:2010). The achieved energy savings will be based on a comparison of measurement period energy use and demand to base year energy use and demand. The measurement period energy use will be determined based on a 12 month measurement window during the Performance Period. The final savings determined under this method will be repeated each year of the Performance Period. If the measurement period is extended beyond the first 12 months of the Performance Period in accordance with Schedule C, a 12 month measurement window will still be used and the final savings determination will be repeated for all remaining years of the Performance Period.
El
ectric billing data will be collected, in addition to the parameter measurements, for reference information only. The following accounts will have billing data collected.
Utility Company Southern California Edison
ACCOUNT: 3-012-2965-23
Th
e remainder of this section provides the energy savings calculations, the key parameter measurements that will be conducted, the parameters that will be estimated and those values, and how cost savings will be calculated.
B. Ener
gy Savings Calculations
Pr
ovided within this section is an explanation of the calculations that will be used to perform energy savings calculations for OECM-1: Ammonia Based Aeration Control and OECM-2: Channel Mixing Optimization.
Overview of Savings Methodology
Energy savings will be measured by comparing the Performance Period annual energy consumption and demand of the West Blowers and East Blowers to the adjusted annual energy consumption and demand for the same process in the base year period by utilizing measurement data from SCADA. Base year energy and demand and Performance Period energy and demand will be calculated by using the baseline conditions to estimate how much energy would have been used in a typical annual 47 RES. NO. 2019-30
G:\PW\SanWaterEng\San\Projects\PW1705_ESCO\ESCO Award\Contract.JH period. The energy saved is the difference between the base year consumption and the Performance Period consumption. The demand saved is the difference between the base year demand and the Performance Period demand.
Equations and Analysis of Energy Savings
Sav
ings are calculated as the difference in energy usage from the baseline and the Performance Period after adjusting for like conditions. This is shown in Equation 1 below:
Eq
uation 1 – Energy Consumption Savings
ePerformancBa selineAdjustedsave EE E -= _
Wher
e,
Esave = Energy savings
EAdjusted_Baseline = Energy usage of facility equipment pre-implementation, adjusted for like conditions
EPerformance = Energy usage of facility equipment post-implementation The bas
eline is that set of parameters that describes both the energy consumed in the base year and the conditions that caused that consumption to occur. This set of parameters includes utility consumption, facility use information, weather data, wastewater treatment data including daily flows, total suspended solids, ammonia nitrate levels, carbonaceous biochemical oxygen demand, and other information as may be necessary to describe the base year conditions. In addition, the baseline includes certain mathematical values, calculated by a model, that are used to correlate the base year energy consumption with the factors that caused that consumption and is defined by the generic form of Equation 2 below:
Eq
uation 2 – Typical Baseline Energy Use Formula
...
1 å
=
+ ´ + ´ + ´ =
n
i
i D i B i ABaseline D C B C A CE
Wher
e,
EBaseline = Adjusted baseline period consumption
n = Number of billing periods in year.
CA = A constant representing units of consumption per variable A A = Relevant variable A
CB = A constant representing units of consumption per variable B B = Relevant variable B
CD = A constant representing units of consumption per variable D D = Relevant variable D
… = Additional potential variables necessary to define the baseline energy use Not
e: the final baseline mathematical model may include non- linear factors in order to 48 RES. NO. 2019-30
G:\PW\SanWaterEng\San\Projects\PW1705_ESCO\ESCO Award\Contract.JH better reflect energy use. This formula is presented only as a typical example of a baseline mathematical model.
City agr
ees to accept modifications to this baseline that are necessary to account for changes in the facilities and their use which may have occurred prior to the execution of this agreement but come to the attention of CONTRACTOR after the execution of this agreement. Typical adjustments are provided in detail in Schedule E.
Adj
usted baseline energy use will be computed by applying typical input variables to the mathematical model. The Performance Period energy use may also be represented by a mathematical model similar to the baseline mathematical model. The Performance Period energy use will be computed by applying the same typical input variables to the resulting Performance Period mathematical model.
Dem
and savings are computed similarly to the consumption savings, as shown by Equation 3 below:
Eq
uation 3 – Peak Demand Savings
ePerformancBaselineAdjustedsave DD D -= _
Wher
e,
Dsave = Demand savings
DNormal_Baseline = Energy demand of facility equipment pre-implementation, adjusted to like conditions
DNormal_Performance = Energy demand of facility equipment post-implementation Adj
usted base year demand is calculated as demonstrated in the generic form of Equation 4 below:
Eq
uation 4 – Baseline Peak Demand
å
=
+ ´ + ´ + =
n
i i
i
C
i
i
B ABaseline
T
CDT
BD DD
1 ...
Where,
DBaseline = Adjusted baseline period demand
n = Number of billing periods in year.
DA = A constant representing units of demand
DB = A constant representing units of demand per variable B DC = A constant representing units of demand per variable C B = Relevant variable B
C = Relevant variable C
Ti = Number of days in billing period i
… = Additional potential variables necessary to define the baseline demand Not
e: the final baseline mathematical model may include non- linear factors in order to 49 RES. NO. 2019-30
G:\PW\SanWaterEng\San\Projects\PW1705_ESCO\ESCO Award\Contract.JH better reflect energy use. This formula is presented only as a typical example of a baseline mathematical model.
Adj
usted baseline demand will be computed by applying typical input variables to the mathematical model. The Performance Period demand will also be represented by a mathematical model similar to the baseline mathematical model. The Performance Period demand will be computed by applying the same typical input variables to the resulting Performance Period mathematical model.
C. Key
Parameters Measurement Strategy
Meas
urement and documentation strategies for each project phase are outlined below.
Pre-Implementation Measurements and Documentation
City w
ill provide Contractor with monthly and 15- minute interval SCADA data for a minimum of twent y-four (24) months of historical data that is to represent a complete span of two years’ worth of energy usage for the aeration blowers. City will also provide Contractor with monthly utility bills and all delivery invoices for the accounts included in Paragraph A from the end of that twenty -four (24) month data set through the Savings Guarantee Commencement Date within the timelines specified in Schedule E. City will also provide Contractor with wastewater treatment plant data for the same time period.
Performance Period Measurements and Documentation
Thr
oughout the Performance Period, City will provide Contractor with the monthly and 15-minute interval SCADA data, utility bills, and all delivery invoices for the accounts included in Paragraph A within the timelines specified in Schedule E. City will also provide Contractor with wastewater treatment plant data for the same time periods. A 12 month window of this data will be analyzed to determine the Performance Period mathematical model.
D. Par
ameter Estimates
Th
e parameters defined in the equations outlined in Paragraph B that are estimated are determined through engineering analysis of pre- implementation measured SCADA and utility data and Performance Period measured SCADA and utility data. This is done to establish the relationship between the independent factors and the consumption and demand. The end result of this analysis is the set of coefficients used in the equations defined in Paragraph B to fully define the mathematical models for each phas e of the project. Variables that may be used as part of these mathematical models include billing period length, volume and properties of wastewater treated, daily weather data including precipitation, blower air flow, blower discharge pressure, and any other relevant variables necessary to adequately model the energy use. All energy use will be prorated to calendar month billing periods using base year wastewater treatment plant data.
Not
shown in the equations in Paragraph B are variables necessary to account for changes in the Performance Period energy use and demand from the baseline period 50 RES. NO. 2019-30
G:\PW\SanWaterEng\San\Projects\PW1705_ESCO\ESCO Award\Contract.JH energy use and demand on the accounts in Paragraph A for any causes unrelated to the project as defined in Schedule E. The procedures for developing these estimates vary with the specific causes for the adjustments. The requirements for determining these values and any measurements necessary to support these estimates are defined in Schedule E.
E. Cos
t Savings Calculations
Pr
ovided below are the methods and equations used to determine the cost savings associated with this particular methodology.
Cos
t Savings are calculated as the difference between the baseline and Performance Period energy costs using the utility rates as defined in the table below. The applicable utility rates, escalated at 4% annually beginning in 2019, will be applied to the baseline and Performance Period energy use for the accounts in Paragraph A. Equation 5 will be used to compute the total cost savings for each Guarantee Year.
Eq
uation 5 – Total Cost Savings
( )å
=
-=
q
k
kePerformancBaselinesave
1 $ $ $
Wher
e,
$save = Guarantee year cost savings
$Baseline = Billing period k baseline utility cost
$Performance = Billing period k performance period utility cost q = Total number of billing periods
Non-M
easured Savings
A. Ov
erview of M&V Plan, and Savings Calculation
B. Annual Non-Measured Savings
A. Ov
erview of M&V Plan, and Savings Calculation
Th
e Actual Savings associated with this methodology will be agreed upon as outlined herein and will not be verified by measurements after implementation has occurred.
City and C ontractor agree to accept the annual savings values included in Section B with no additional verification. In the event that verification steps are performed by City or CONTRACTOR, the annual savings values included in Section B will still be the reported savings and values used for reconciling the guarantee in Schedule C. Section B details the agreed upon savings by measure and by category.
B. Annu
al Non-Measured Savings
51 RES. NO. 2019-30
G:\PW\SanWaterEng\San\Projects\PW1705_ESCO\ESCO Award\Contract.JH Utility Cost Savings
Onc
e the construction of each of the measures below has reached Substantial Completion, the annual savings in the table below will be prorated monthly for each measure until the Savings Guarantee Commencement Date. The annual savings in the table below for each measure will be claimed for each Guarantee Year after the Savings Guarantee Commencement Date and will escalate at 4% beginning in Year 2.
Utility Cost Savings Measure Cost Savings
RECM 1 Electric Savings $336
RECM 3 Electric Savings $1,549
RECM 4 Electric Savings $1,078
RECM 6 Electric Savings -$328
RECM 7 Natural Gas Savings $3,323
RECM 8 Electric Savings $718
RECM 9 Electric Savings $136
OECM 3 Electric Savings $445
OECM 5 Electric Rate Savings $83,286
Any
savings accrued prior to the Savings Guarantee Commencement Date will be considered Excess Savings.
Operation and Maintenance Savings
Th
e annual savings in the table below for each measure will be claimed for each Guarantee Year after the Savings Guarantee Commencement Date and will escalate at 3% annually beginning in Year 2.
Operation and Maintenance Savings Measure Cost Savings
RECM 1 O&M Savings $27,318
RECM 4 O&M Savings $35,841
RECM 6 O&M Savings $34,967
RECM 7 O&M Savings $38,245
RECM 8 O&M Savings $10,927
RECM 9 O&M Savings $18,030
OECM 3 O&M Savings $16,391
Renewable Natural Gas Revenue Generation
Th
e annual savings in the table below for each measure will be claimed for each Guarantee Year as described below.
Revenue Generation Measure Revenue
Generated
GECM 1 Renewable Natural Gas – Year 2 & 3 $877,074
GECM 1 Renewable Natural Gas – Year 4 - 20 $627,172
GECM 1 O&M Cost - Beginning in Year 2 -$154,974
52 RES. NO. 2019-30
G:\PW\SanWaterEng\San\Projects\PW1705_ESCO\ESCO Award\Contract.JH Schedule E
CITY RESPONSIBILITIES FOR PERFORMANCE GUARANTEE
Gen
eral Responsibilities
City
acknowledges and agrees that proper maintenance is essential to any energy conservation program. Therefore, City agrees to undertake the following responsibilities:
Ci
ty agrees to: (1) provide, or cause its suppliers to provide, periodic utility invoices to Contractor within thirty (3 0) days of receipt, and ( 2) provide to Contractor reasonable access to all City facilities and information necessary for Contractor to perform its responsibilities. Access will include, but is not limited to, the following items:
· City of Simi Valley Water Quality Control Plant
· City of Simi Valley Transit CNG Station
· All mechanical equipment rooms in the Water Quality Control Plant · All SCADA systems which control part or all of any of the processes listed within this Contract
· Personnel with responsibility for operating and/or managing any of the processes listed within this Contract on a reasonable as-available basis. · Monthly utility invoices and billing history for all of the meters listed within this Contract
· Construction documents, equipment inventories, and other documents that may be helpful in evaluating a cause for adjustment as listed within this Contract · Any data from meters or sub- meters relevant to M&V associated with this Contract
· All SCADA and plant information as requested by Contractor to be provided by City in a timely manner to ensure system performance. Since City cannot provide remote access to plant operating data, all information outlined in Theory of Operation and additional plant information should be provided to Contractor at a minimum twice a month to ensure system performance. City is responsible for sending the data in the agreed upon format for review.
· Additional requests for information may be required greater than twice a month.
Contractor will discuss those needs with City before requests.
Ci
ty will perform daily facilities monitoring and promptly review any material alarm summaries.
Ci
ty will designate two (2) “Primary Operators” of the system. The Primary Operators are defined as individuals who will be trained by Contractor during the installation period and will be responsible for daily operation and maintenance of the equipment and systems necessary to achieve the Performance Guarantee. City will notify Contractor, in writing, within five (5 ) days after the departure or termination of any Primary Operator.
Within ten (10) days of the departure of a Primary Operator, City will designate another Primary Operator and shall provide Contractor access to train the new Primary Operator. Contractor shall train the new Primary Operator at the sole expense of City on a time and materials basis.
53 RES. NO. 2019-30
G:\PW\SanWaterEng\San\Projects\PW1705_ESCO\ESCO Award\Contract.JH Mai
ntenance Responsibilities
City a
grees to use its best efforts to maintain the ECMs in original operating condition (“Original Operating Condition”) with allowance for normal wear and tear. If an ECM is operating at any state other than the Original Operating Condition as defined above (“Failed ECM”), City agrees to (1) repair or replace the ECM as soon as practicable, and (2) contact a PASS representative at 1- 800-274-5551 option 4, within 24 hours of such event.
Cont
ractor reserves the right to reasonably and proportionally adjust th e amount of Performance Guarantee associated with the Failed ECM for the duration of the failure in the Annual Savings Guarantee, unless such Failed ECM is covered by the Warranty.
City w
ill agree to maintain all parts of the Project site(s) where the ECM (s) reside including but not limited to components, equipment, machinery, SCADA systems, structure of the facility(s), computer hardware, network and IT systems, either existing or newly installed. City must comply with the general maintenance requirements specified by equipment manufacturers and the maintenance tasking guidelines included in the operating and maintenance manual . If Contractor has a reasonable, bona fide doubt as to the City’s maintenance activities, City will be responsible to provide to Contractor documentation that proper maintenance has been performed at Contractor ’s request within thirty (30) days of written request. This includes scheduled preventive O&M, responsive maintenance for unexpected issues, regular re- builds and overhauls, and all other maintenance necessary to keep the ECMs in Original Operating Condition.
Not
withstanding anything to the contrary contained herein, all ECM(s) must be maintained in proper working condition in all cases where the performance of said ECM(s) aff ects or could affect the ability to achieve, measure or verify the Annual Savings Guarantee. Should City refuse to materially and reasonably perform the required maintenance as required in this Contract , and should there be a reasonable basis to believe that the Guaranteed Savings would be materially affected, Contractor and City shall agree that Contractor will adjust the Performance Guarantee associated with that ECM pursuant to Schedule E, or if the resulting Performance Guarantee differs materially in such large kind or degree from prior estimates that the essential aims and goals of this PASS Agreement are fundamentally frustrated and impaired, Contractor may terminate this Performance Guarantee and any and all obligations and liabilities of Contractor associated therewith upon fifteen (15) days written notice.
Ad
justment Responsibilities
In addi
tion to the responsibilities of City set forth in this Schedule, City also agrees to undertake the responsibilities set forth in the Adjustment Schedule as necessary. 54 RES. NO. 2019-30
G:\PW\SanWaterEng\San\Projects\PW1705_ESCO\ESCO Award\Contract.JH Adjustment Schedule
Bel
ow is the procedure for accounting for non- routine adjustments for any of the utility meters included in Schedule D. A non- routine adjustment is required for any change outside of those explicitly defined in Schedule D that will materially impact the energy use or the verified savings under this Contract . It is City ’s responsibility to notify Contractor of any changes that may necess itate a non-routine baseline adjustment and to perform the required non- routine baseline adjustment steps identified below at City’s sole expense unless otherwise specified. Contractor will provide, at no cost, reasonable and as available consultation and discussion with City as to the approaches and methods needed or to be utilized.
Cit
y Required Non-Routine Baseline Adjustment Responsibilities The system design and performance is based on the Theory of Operation. The City will operate the system to achieve the parameters set forth in the Theory of Operation. The responsibility of operating the plant to achieve the Theory of Operation is that of the City.
Theory of Operation
The following information on operating parameters and maintenance requirements are essential to the success of the project, as agreed upon with City and Contractor.
Ta
ble 1 outlines the baseline operational parameters for the aeration process. Table 2 outlines the operational parameters for the aeration process during the Performance Period.
Ta
ble 1: Baseline Theory of Operations
Process Control (Sequence of Ops) Operation
Aeration
Process
East Basin
· Airflow is controlled to maintain D.O.
setpoint of 3 mg/L in lower part of each
channel.
· Option to control airflow with Most Open
Valve (MOV) control or Pressure control.
· In MOV mode, MOV setpoint is 60%
· In Pressure mode, discharge pressure
setpoint on blowers is 6.60 psi.
· Blowers are staged to meet total airflow
demands. Blower staging is changed
weekly.
· Inlet valves on blowers adjust to maintain
total airflow and are equally adjusted
based on number of blowers running.
· Air valves in each channel modulate
between 15% and 95% to maintain D.O.
East Basin
· 3 of 3 channels
in service.
· 5 of 5 blowers
in service.
(Typically, only
2 run at a time)
· Pressure mode
control
selected during
site visits.
· 3 of 3 mixers
per channel in
service, for
anoxic zone.
· 3 of 3 MLR
pumps in
55 RE S. NO. 2019-30
G:\PW\SanWaterEng\San\Projects\PW1705_ESCO\ESCO Award\Contract.JH setpoint per channel.
· Anoxic zone is maintained at upper part
of channel. Mixers run continuously to
maintain solids in suspension. MLR
pumps run continuously.
West
Basin
· Airflow is controlled to maintain D.O.
setpoint of 3 mg/L in middle part of each
channel (Zone A) and 0.5 mg/L in lower
part of each channel (Zone B).
· Option to control airflow with Most Open
Valve (MOV) control or Pressure control.
· In MOV mode, MOV setpoint is 42%
· In Pressure mode, discharge pressure
setpoint on blowers is 8.40 psi.
· Option to run Spencer blowers, Turblex
blowers, or hybrid mode.
· In Spencer blower mode, blowers are
staged to meet total airflow demands.
Spencer blowers have VFDs, which are
adjusted to maintain airflow.
· In Turblex blower mode, blowers are
staged to meet total airflow demands.
Inlet valves on blowers adjust to maintain
total airflow and are equally adjusted
based on number of blowers running.
· Blowers staging is changed weekly.
· Air valves in each channel modulate to
maintain D.O. setpoint per zone and per
channel.
· Anoxic zone is maintained at upper part
of channel. Mixers run continuously to
maintain solids in suspension. MLR
pumps run continuously.
service.
We
st Basin
· 4 of 4 channels
in service.
· 4 of 4 blowers
in service.
(Typically, only
1 run at a time)
· Used Spencer
Control mode
during baseline
period.
· Pressure mode
control
selected during
site visits.
· 3 of 3 mixers
per channel in
service, for
anoxic zone.
· 4 of 4 MLR
pumps in
service.
Digesters · Primary sludge & TWAS are mixed and
then sent to Digester #3 or Digester #4.
· Maintain 98F – 99F sludge going through
sludge circulation pump and heat
exchanger. Sludge circulation pump runs
continuously. Hot Water Pumps cycle on
· 2 of 4 digesters
in service.
· 3 of 3 boilers in
service.
· 2 of 2 HW
pumps in
56 RES. NO. 2019-30
G:\PW\SanWaterEng\San\Projects\PW1705_ESCO\ESCO Award\Contract.JH and off to maintain sludge temperature.
· Hot Water valve on Heat Exchanger
modulates to maintain 125F hot water
from boilers.
· Gas compressors provide compressed
gas to the top of the digesters into gas
lances. As gas travels through these
lances, digested sludge is mixed.
· Digester gas is flared. Maintain pressure
between 5 and 8 inches.
service.
· 3 of 3 gas
compressors in
service.
Ta
ble 2: Performance Period Theory of Operations
Process Control (Sequence of Ops) Operation
Aeration
Process
East & West Basins
· HACH’s ABAC control panel will reset
D.O setpoint as required to control
ammonia to setpoint. Air valves in each
channel will be modulated by plant PLC to
maintain D.O. setpoint.
· Anoxic zone is maintained at upper part
of channel. MLR pumps run
continuously. Compressors cycle as
required to maintain air pressure setpoint
to allow system to continuously maintain
solids in suspension in BNR basins,
channels, and grit chamber.
·
East Basin
· 3 of 3 blowers
in service
(typically only 1
runs at a time).
We
st Basin
· 4 of 4 blowers
in service
(typically only 1
runs at a time
with preference
given to
blowers
relocated from
East basin).
Bot
h Basins
· Mixers to be
removed from
service in
anoxic zones.
· All else same
as baseline.
Digesters · When two mixers are in service for a tank,
each unit will operate for 15 minutes
every hour, for a total of 6 hours a day of
run time per unit.
· 4 of 4 mixers in
service (only 1
mixer runs at a
time).
57 RES. NO. 2019-30
G:\PW\SanWaterEng\San\Projects\PW1705_ESCO\ESCO Award\Contract.JH · If one mixer for a tank fails or is taken
offline, the remaining operational mixer
may have its run time increased to 30
minutes every hour, for a total of 12 hours
a day of run time.
· All else same as baseline.
· Existing gas
compressors
demolished
and no longer
in service.
· All else same
as baseline.
If t
he Theory of Operation is not followed within the operating para meters a non-routine baseline adjustment will be performed. The adjustment will follow the calculation process of the impact of the parameter that falls outside the allowable threshold limit for the parameters.
58 G:\PW\SanWaterEng\San\Projects\PW1705_ESCO\ESCO Award\Contract.JH Schedule F
INSURANCE REQUIREMENTS
Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Contractor, its agents, representatives, or employees.
MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:
1) Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $5,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.
2) Automobile Liability: Insurance Services Office Number CA0001 covering, Code 1 (any auto), or if Contractor has no owned autos, Code 8 (hired) and 9 (non-owned), with limit no less than $1,000,000 per accident for bodily injury and property damage. 3) Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limits of no less than $1,000,000 per accident for bodily injury or disease.
4) Professional Liability (Errors and Omissions) Insurance appropriate to the Contractor’s profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. 5) Contractors’ Pollution Legal Liability and/or Errors and Omissions with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 policy aggregate. 6) Surety Bonds as described in Section 15.
Umbrella Liability Insurance:
An umbrella or excess policy may be used to comply with limits or other primary coverage requirements.
When used, the umbrella policy shall apply to bodily injury/property damage, personal injury/advertising injury and shall provide the same coverage (“follow form”) as the primary/underlying policy.
Other Insurance Provisions:
The insurance policies are to contain, or be endorsed to contain, the following provisions:
Additional Insured Status
The City, its boards, officers, agents, employees, and volunteers are to be covered as additional insureds on the CGL and automobile policies with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an additional insured ISO endorsement forms CG2033 0413 & CG2037 0413.
Primary Coverage
For any claims related to this contract, the Contractor’s insurance coverage shall be primary insurance coverage at least as broad
as ISO CG 20 01 04 13 as respects the City, its boards, officers, agents, employees, and volunteers (excluding Workers’ Compensation, Employer’s Liability and Professional Liability (Errors and Omissions). Any such insurance or self-insurance maintained by the City, its boards, officers, agents, employees, or volunteers shall be excess of the Contractor’s insurance and shall not contri
bute with it.
RES. NO. 2019-30
59 G:\PW\SanWaterEng\San\Projects\PW1705_ESCO\ESCO Award\Contract.JH Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City.
Waiver of Subrogation
Contractor hereby grants to City a waiver of any right to subrogation which any insurer of said Contractor may acquire against the City by virtue of the payment of any loss under such insurance.
Contractor 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. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by the Contractor, its employees, agents and subcontractors.
Acceptability of Insurers
Insurance 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: VII, unless otherwise acceptable to the City.
Claims Made Policies
If any of the required policies provide coverage on a claims-made basis:
1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.
2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.
3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of contract work.
Self-Insured Retentions
Self-insured retentions must be declared to the City. The Contractor shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration, and defense expenses.
Verification of Coverage
Contractor shall furnish the City with original Certificates of Insurance 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 Contractor’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.
Subcontractors
Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage, subcontractors shall provide coverage with a form at least as broad as CG 20 38 04 13.
RES. NO. 2019-30
60 NOTICE OF EXEMPTION
To: County Clerk
County of Ventura
800 S. Victoria Avenue
Ventura, CA 93001
From: City of Simi Valley
2929 Tapo Canyon Road
Simi Valley, CA 93063
Project Title: Water Quality Control Plant (WQCP) - Energy Optimization (OECM), Replacement or Rehabilitation (RECM), and Energy Conversion (GECM) Projects
Project Location - Specific: City's Water Quality Control Plant , 600 West Los Angeles Avenue Project Location - City: Simi Valley Project Location - County: _V_e_n_tu_r_a _________ _ Description of Project: Optimize WQCP energy use, rehabilitate and replace worn out equipment and infrastructure, and generate compressed natural gas from digester gas . Improvements include ammonia based aeration control. channel mixing optimization, aerated grit chamber optimization. headworks equipment replacement. biological nutrient removal (BNR) upgrades, BNR mixer replacement. dewatering equipment replacement, digester mixers and feed sludge pump rehabilitation, secondary clarifiers rehabilitation , tertiary filter piping replacement. and converting digester gas developed at the WQCP into compressed natural gas (CNG) for use as fuel by the City's Transit fleet.
Name of Public Agency Approving Project: ---=C-=ity"'"-"-o.a...f =S"""im'""i'-Va..aa=l"""le~y ________________ _ Date of Approval
Name of Person or Agency Carrying Out Project: ---=C-=ity.i-aa.o.a...f =S=im'""i'-Va..aa=l""'le~y _____________ _ Exempt Status: (check one)
Ministerial [Sec. 21080(b)(1); 15268];
Declared Emergency [Sec. 21080(b)(3); 15269(a)];
Emergency Project [Sec. 21080(b)(4);15269(b)(c)];
X Categorical Exemption - State type and section number Section 15301, Class 1 Statutory Exemptions - State code number- ------------------ General Rule [Sec. 15061 (b)(3)]
Text of exemption and reasons why project is exempt:
The project has been determined to be exempt from the California Environmental Quality Act (CEQA) pursuant to Section 15301 of the State CEQA Guidelines, titled "E>:isting Facilities," which reads as follows:
"Class 1 consists of the operation, repair, maintenance, permitting, leasing, licensing, or minor alteration of existing public or private structures, facilities, mechanical equipment , or topographical features, involving negligible or no expansion of existing or former use. The types of "existing facilities " itemized below are not intended to be al/ inclusive of the types of projects that might fall within Class 1. The key consideration is whether the project involves negligible or no expansion of use ... (b) Existing facilities of both investor and publicly-owned utilities used to provide electric power, natural gas, sewerage , or other public utility services." The proposed energy optimizations, rehabilitation and replacement of worn out equipment and infrastructure, and gene ratio n of compressed natural gas from digester gas, constitute minor altera tions of an existing public fac ility and would not result in an expansion of use. The natural gas provided by the project will help fuel the City's existing natural gas fuel vehicles. Therefore, the project is exempt from further review under CEQA.
Lead Agency
Contact Person : Michael Kang Area Code/Telephone _(8_0_5~)-5 __ 8~3-__ 6~8 ...... 09~-------- stgratu+: /;t;; ::_ , -
/ Monica Dionne
L, X Signed by Lead Agency
Date: -i.J..b_ Title: ___,,A __ s __ s __ o __ ci..,.at-=e,-"P""'"'l,....a--'-nn'"'"e"""'r _______ _ Dept. of Environmental Services
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