HomeMy WebLinkAbout14- McKinstry Essention, LLC for Audit Professional Services Agreement le;t
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this 6th day of January 2014, by and
between the CITY OF BOZEMAN, MONTANA, a self governing municipal corporation organized
and existing under its Charter and the laws of the State of Montana, 121 North Rouse Street, Bozeman,
Montana, with a mailing address of PO Box 1230, Bozeman, MT 59771, hereinafter referred to as
"City," and, McKinstry Essention, LLC, with a mailing address of 5005 Third Avenue South, Seattle,
WA, 98134, hereinafter referred to as "Contractor."
In consideration of the mutual covenants and agreements herein contained, the receipt and
sufficiency of being hereby acknowledged, the parties agree as follows:
1. Purpose: City agrees to enter this Agreement with Contractor to perform for City an
Investment Grade Audit (hereinafter referred to as "IGA"). The results of the IGA may lead the City to
determine the feasibility of entering into an Energy Performance Contract (an "EPC") with Contractor
that could, if entered into, provide for the installation and implementation of energy, water, and other
operating cost saving measures at City facilities.
2. Effective Date/Timing of Performance: This Agreement is effective upon the date of
its execution. Contractor shall complete the IGA and present the City a final report within ninety (90)
business days from the execution of this Agreement.
3. Scope of Services/Eneirgy,Performance Contract: Contractor will perform the work
and provide the services in accordance with the Scope of Services attached hereto as Attachment "A"
and by this reference made a part hereof. For conflicts between this Agreement and the Scope of
Services, unless specifically provided otherwise, the Agreement governs. Attachment B shall include a
list of facilities for which Contractor shall provide services. The Parties agree to work diligently to
provide full and accurate information to each other. Contractor agrees to work diligently to assess
validity of information provided by the City and to confirm or correct the information as needed.
Contractor shall include in its final report a recommended package of energy and water saving measure
as identified in the Scope of Services.
Professional Services Agreement for Investment Grade Audit
FY 2013—FY 2014
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The Parties intend to negotiate an EPC under which the Contractor will design, install and implement
energy conservation measures which the Parties have agreed to and provide certain maintenance and
monitoring services. However, nothing in this Agreement should be construed as an obligation on either
of the Parties to execute such an agreement. The terns and provisions of such an EPC will be set forth
in a separate agreement.
4. Payment: Subject to this section, City agrees to pay Contractor $52,000.00 (fifty two thousand
dollars and zero cents) for performance of the services identified in the Scope of Services. Any
alteration or deviation from the described services that involves additional costs above the Agreement
amount will be performed by Contractor only after written request by the City, and will become an
additional charge over and above the amount listed in the Scope of Services. 'The City must agree in
writing upon any additional charges.
If the City accepts the IGA conducted under this Agreement and enters into a subsequent EPC
with Contractor, the City shall have no up-front payment obligations under this Agreement. The parties
acknowledge that should the parties enter into an EPC the amount described above shall be incorporated
into Contractor's project costs as described in the EPC. If the City accepts the IGA but fails to enter into
an EPC with the Contractor to implement energy and water saving measures identified with the IGA
within ninety (90) business days of delivery of the IGA, City shall pay the Contractor the amount
identified above and upon such payment this Agreement will terminate without any further liability to
either party.
Should the Contractor determine any time during the IGA that sufficient savings cannot be
attained to meet the City's terms requiring that total projects have an aggregate simple payback of 15
years or less, the Contractor shall terminate the IGA by written notice to the City. A simple payback
means total project cost of a measure divided by annual energy savings. In this event this Agreement
shall be cancelled and the City shall have no obligation to pay, in whole or in part, the amount specified.
5. Contractor's Representations: To induce City to enter into this Agreement, Contractor
makes the following representations:
a. Contractor is pre-qualified by the Montana Department of Environmental Quality to
provide services as described in Attachment A.
b. Contractor has familiarized itself with the nature and extent of this Agreement, the Scope
of Services, and with all local conditions and federal, state and local laws, ordinances, rules, and
regulations that in any manner may affect cost, progress or performance of the Scope of Services.
C. Contractor represents and warrants to City that it has the experience and ability to
perform the services required by this Agreement; that it will perform said services in a professional,
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FY 2013-FY 2014
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competent and timely manner and with diligence and skill; that it has the power to enter into and
perform this Agreement and grant the rights granted in it; and that its performance of this Agreement
shall not infringe upon or violate the rights of any third party, whether rights of copyright, trademark,
privacy, publicity, libel, slander or any other rights of any nature whatsoever, or violate any federal,
state and municipal laws. The City will not determine or exercise control as to general procedures or
formats necessary to have these services meet this warranty.
6. Inde]2endent Contractor Status/Labor Relations: The parties agree that Contractor is
an independent contractor for purposes of this Agreement and is not to be considered an employee of the
City for any purpose. Contractor is not subject to the terms and provisions of the City's personnel
policies handbook and may not be considered a City employee for workers' compensation or any other
purpose. Contractor is not authorized to represent the City or otherwise bind the City in any dealings
between Contractor and any third parties.
Contractor shall comply with the applicable requirements of the Workers' Compensation Act,
Title 39, Chapter 71, MCA, and the Occupational Disease Act of Montana, Title 39, Chapter 71, MCA.
Contractor shall maintain workers' compensation coverage for all members and employees of
Contractor's business, except for those members who are exempted by law.
Contractor shall furnish the City with copies showing one of the following: (1) a binder for
workers' compensation coverage by an insurer licensed and authorized to provide workers'
compensation insurance in the State of Montana; or(2)proof of exemption from workers' compensation
granted by law for independent contractors.
7. Indemnity/Waiver of Claims/Insurance: For other than professional services rendered,
to the fullest extent permitted by law, Contractor agrees to release, defend, indemnify, and hold harmless
the City, its agents, representatives, employees, and officers (collectively referred to for purposes of this
Section as the City) from and against any and all claims, demands, actions, fees and costs (including
attorney's fees and the costs and fees of and expert witness and consultants), losses, expenses, liabilities
(including liability where activity is inherently or intrinsically dangerous) or damages of whatever kind
or nature connected therewith and without limit and without regard to the cause or causes thereof or the
negligence of any party or parties that may be asserted against, recovered from or suffered by the City
occasioned by, growing or arising out of or resulting from or in any way related to: (i) the negligent,
reckless, or intentional misconduct of the Contractor; or (ii) any negligent, reckless, or intentional
misconduct of any of the Contractor's agents.
For the professional services rendered, to the fullest extent permitted by law, Contractor agrees
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FY 2013-FY 2014
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to indemnify and hold the City harmless against claims, demands, suits, damages, losses, and expenses,
including reasonable defense attorney fees, to the extent caused by the negligence or willful misconduct
of the Contractor or Contractor's agents or employees.
Such obligations shall not be construed to negate, abridge, or reduce other rights or obligations
of indemnity that would otherwise exist. The indemnification obligations of this Section must not be
construed to negate, abridge, or reduce any common-law or statutory rights of the indemnitee(s) which
would otherwise exist as to such indemnitee(s).
Contractor's indemnity under this Section shall be without regard to and without any right to
contribution from any insurance maintained by City.
Should any indemnitee described herein be required to bring an action against the Contractor to
assert its right to defense or indemnification under this Agreement or under the Contractor's applicable
insurance policies required below the indemnitee shall be entitled to recover reasonable costs and
attorney fees incurred in asserting its right to indemnification or defense but only if a court of competent
jurisdiction determines the Contractor was obligated to defend the claim(s) or was obligated to
indemnify the indemnitee for a claim(s) or any portion(s) thereof.
In the event of an action filed against City resulting from the City's performance under this
Agreement,the City may elect to represent itself and incur all costs and expenses of suit.
Contractor also waives any and all claims and recourse against the City or its officers, agents or
employees, including the right of contribution for loss or damage to person or property arising from,
growing out of, or in any way connected with or incident to the performance of this Agreement except
"responsibility for his own fraud, for willful injury to the person or property of another, or for violation
of law, whether willful or negligent" as per 28-2-702, MCA.
These obligations shall survive termination of this Agreement and the services performed
hereunder.
In .addition to and independent from the above, Contractor shall at Contractor's expense secure
insurance coverage through an insurance company or companies duly licensed and authorized to
conduct insurance business in Montana which insures the liabilities and obligations specifically assumed
by the Contractor in this Section. The insurance coverage shall not contain any exclusion for liabilities
specifically assumed by the Contractor in this Section.
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FY 2013—FY 2014
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The insurance shall cover and apply to all claims, demands, suits, damages, losses, and expenses
that may be asserted or claimed against, recovered from, or suffered by the City without limit and
without regard to the cause therefore and which is acceptable to the City and Contractor shall furnish to
the City an accompanying certificate of insurance and accompanying endorsements in amounts not less
than as follows:
• Workers' Compensation-statutory;
• Commercial General Liability- $1,000,000 per occurrence; $2,000,000 annual aggregate;
• Automobile Liability - $1,000,000 property damage/bodily injury; $2,000,000 annual
aggregate; and
• Professional Liability - $1,000,000 per claim; $2,000,000 annual aggregate.
The above amounts shall be exclusive of defense costs. The City of Bozeman, its officers,
agents, and employees, shall be endorsed as an additional or named insured on a primary non-
contributory basis on both the Commercial General and Automobile Liability policies. The insurance
and required endorsements must be in a form suitable to City and shall include no less than a sixty (60)
day notice of cancellation or non-renewal. The City must approve all insurance coverage and
endorsements prior to the Contractor commencing work. Contractor shall notify City within two (2)
business days of Contractor's receipt of notice that any required insurance coverage will be terminated
or Contractor's decision to terminate any required insurance coverage for any reason.
The City must approve all insurance coverage and endorsements prior to the Contractor
commencing work.
8. Termination for Contractor's Fault:
a. If Contractor refuses or fails to timely do the work, or any part thereof, or fails to
perform any of its obligations under this Agreement, or otherwise breaches any terms or
conditions of this Agreement, the City may, by written notice, terminate this Agreement and the
Contractor's right to proceed with all or any part of the work ("Termination Notice Due to
Contractor's Fault"). The City may then take over the work and complete it, either with its own
resources or by re-letting the contract to any other third party.
b. In the event of a termination pursuant to this Section 9, Contractor shall be
entitled to payment only for those services Contractor actually rendered.
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FY 2013 -FY 2014
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C. Any termination provided for by this Section 8 shall be in addition to any other
remedies to which the City may be entitled under the law or at equity.
d. In the event of termination under this Section 8, Contractor shall, under no
circumstances, be entitled to claim or recover consequential, special, punitive, lost business
opportunity, lost productivity, field office overhead, general conditions costs, or lost profits
damages of any nature arising, or claimed to have arisen, as a result of the termination.
9. Termination for Cily's Convenience.
a. Should conditions arise which, in the sole opinion and discretion of the City,
make it advisable to the City to cease performance under this Agreement City may terminate this
Agreement by written notice to Contractor ("Notice of Termination for City's Convenience").
The termination shall be effective in the manner specified in the Notice of Termination for City's
Convenience and shall be without prejudice to any claims that the City may otherwise have
against Contractor.
b. Upon receipt of the Notice of Termination for City's Convenience, unless
otherwise directed in the Notice, the Contractor shall immediately cease performance under this
Agreement and make every reasonable effort to refrain from continuing work, incurring
additional expenses or costs under this Agreement and shall immediately cancel all existing
orders or contracts upon terms satisfactory to the City. Contractor shall do only such work as
may be necessary to preserve, protect, and maintain work already completed or immediately in
progress.
C. in the event of a termination pursuant to this Section 9, Contractor is entitled to
payment only for those services Contractor actually rendered on or before the receipt of the
Notice of Termination for City's Convenience.
d. Should termination of this Agreement occur, the compensation described in
Section 9(c) is the sole compensation due to Contractor for its performance of this Agreement.
Contractor shall, under no circumstances, be entitled to claim or recover consequential, special,
punitive, lost business opportunity, lost productivity, field office overhead, general conditions
costs, or lost profits damages of any nature arising, or claimed to have arisen, as a result of the
termination.
10. Limitation on Contractor's Damages; Time for Asserting Claim:
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FY 2013 -FY 2014
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a. In the event of a claim for damages by Contractor under this Agreement,
Contractor's damages shall be limited to contract damages and Contractor hereby expressly
waives any right to claim or recover consequential, special, punitive, lost business opportunity,
lost productivity, field office overhead, general conditions costs, or lost profits damages of any
nature or kind.
b. In the event Contractor wants to assert a claim for damages of any kind or nature,
Contractor shall provide City with written notice of its claim, the facts and circumstances
surrounding and giving rise to the claim, and the total amount of damages sought by the claim,
within ten (10) days of the facts and circumstances giving rise to the claim. In the event
Contractor fails to provide such notice, Contractor shall waive all rights to assert such claim.
11. Representatives:
a. City's Representative: The City's Representative for the purpose of this
Agreement shall be Natalie Meyer, City of Bozeman Climate Action Coordinator, or such other
individual as City shall designate in writing. Whenever approval or authorization from or
communication or submission to City is required by this Agreement, such communication or
submission shall be directed to Natalie Meyer as the City's Representative and approvals or
authorizations shall be issued only by such Representative; provided, however, that in exigent
circumstances when City's Representative is not available, Contractor may direct its
communication or submission to other designated City personnel or agents as listed above and
may receive approvals or authorization from such persons.
b. Contractor's Representative: The Contractor's Representative for the purpose
of this Agreement shall be Karen Hedglin or such other individual as Contractor shall
designate in writing. Whenever direction to or communication with Contractor is required by
this Agreement, such direction or communication shall be directed to Contractor's
Representative; provided, however, that in exigent circumstances when Contractor's
Representative is not available, City may direct its direction or communication to other
designated Contractor personnel or agents.
12. Permits: Contractor shall provide all notices, comply with all applicable laws,
ordinances, rules, and regulations, obtain all necessary permits, licenses, including a City of Bozeman
business license, and inspections from applicable governmental authorities, and pay all fees and charges
in connection therewith.
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FY 2013-FY 2014
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a. In the event of a claim for damages by Contractor under this Agreement,
Contractor's damages shall be limited to contract damages and Contractor hereby expressly
waives any right to claim or recover consequential., special, punitive, lost business opportunity,
lost productivity, field office overhead, general conditions costs, or lost profits damages of any
nature or kind.
b. In the event Contractor wants to assert a claim for damages of any kind or nature,
Contractor shall provide City with written notice of its claim, the facts and circumstances
surrounding and giving rise to the claim, and the total amount of damages sought by the claim,
within ten (10) days of the facts and circumstances giving rise to the claim. In the event
Contractor fails to provide such notice, Contractor shall waive all rights to assert such claim.
11. Representatives:
a. City's Representative: The City's Representative for the purpose of this
Agreement shall be Natalie Meyer, City of Bozeman Climate Action Coordinator, or such other
individual as City shall designate in writing. Whenever approval or authorization from or
communication or submission to City is required by this Agreement, such communication or
submission shall be directed to Natalie Meyer as the City's Representative and approvals or
authorizations shall be issued only by such Representative; provided, however, that in exigent
circumstances when City's Representative is not available, Contractor may direct its
communication or submission to other designated City personnel or agents as listed above and
may receive approvals or authorization from such persons.
b. Contractor's Representative: The Contractor's Representative for the purpose
of this Agreement shall be or such other individual as Contractor shall
designate in writing. Whenever direction to or communication with Contractor is required by
this Agreement, such direction or communication shall be directed to Contractor's
Representative; provided, however, that in exigent circumstances when Contractor's
Representative is not available, City may direct its direction or communication to other
designated Contractor personnel or agents.
12. Permits: Contractor shall provide all notices, comply with all applicable laws,
ordinances, rules, and regulations, obtain all necessary permits, licenses, including a City of Bozeman
business license, and inspections from applicable governmental authorities, and pay all fees and charges
in connection therewith.
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FY 2013-FY 2014
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13 Laws and Regulations: Contractor shall comply fully with all applicable state and
federal laws, regulations, and municipal ordinances including, but not limited to, all workers'
compensation laws, all environmental laws including, but not limited to, the generation and disposal of
hazardous waste, the Occupational Safety and Health Act (OSHA), the safety rules, codes, and
provisions of the Montana Safety Act in Title 50, Chapter 71, MCA, all applicable City, County, and
State building and electrical codes, the Americans with Disabilities Act, and all non-discrimination,
affirmative action, and utilization of minority and small business statutes and regulations.
14. Nondiscrimination: The Contractor will have a policy to provide equal employment
opportunity in accordance with all applicable state and federal anti-discrimination laws, regulations, and
contracts. The Contractor will not refuse employment to a person, bar a person from employment, or
discriminate against a person in compensation or in a term, condition, or privilege of employment or in
the performance of this Agreement because of race, color, religion, creed, political ideas, sex, age,
marital status, national origin, actual or perceived sexual orientation, gender identity, physical or mental
disability, except when the reasonable demands of the position require an age, physical or mental
disability, marital status or sex distinction. The Contractor shall be subject to and comply with Title VI
of the Civil Rights Act of 1964; Section 140, Title 2, United States Code, and all regulations
promulgated thereunder. The Contractor shall require these nondiscrimination terms of its sub-
Contractors providing services under this Agreement.
15. Intoxicants; DOT Drug and Alcohol Regulations/Safety and Training: Contractor
shall not permit or suffer the introduction or use of any intoxicants, including alcohol or illegal drugs, by
any employee or agent engaged in services to the City under this Agreement while on City property or in
the performance of any activities under this Agreement. Contractor acknowledges it is aware of and
shall comply with its responsibilities and obligations under the U.S. Department of Transportation
(DOT) regulations governing anti-drug and alcohol misuse prevention plans and related testing. City
shall have the right to request proof of such compliance and Contractor shall be obligated to furnish such
proof.
The Contractor shall be responsible for instructing and training the Contractor's employees and
agents in proper and specified work methods and procedures. The Contractor shall provide continuous
inspection and supervision of the work performed, The Contractor is responsible for instructing his
employees and agents in safe work practices.
16. Modification and Assignability: This Agreement may not be enlarged, modified or
altered except by written agreement signed by both parties hereto. The Contractor may not subcontract
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FY 2013—FY 2014
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or assign Contractor's rights, including the right to compensation or duties arising hereunder, without
the prior written consent of City. Any subcontractor or assignee will be bound by all of the terms and
conditions of this Agreement.
17. Reports/Accountabilitv/Public Information: Contractor agrees to develop and/or
provide documentation as requested by the City demonstrating Contractor's compliance with the
requirements of this Agreement. Contractor shall allow the City, its auditors, and other persons
authorized by the City to inspect and copy its books and records for the purpose of verifying that the
reimbursement of monies distributed to Contractor pursuant to this Agreement was used in compliance
with this Agreement and all applicable provisions of federal, state, and local law. The Contractor shall
not issue any statements, releases or information for public dissemination without prior approval of the
City.
18. Non-Waiver: A waiver by either party any default or breach by the other party of any
terms or conditions of this Agreement does not limit the other party's right to enforce such term or
conditions or to pursue any available legal or equitable rights in the event of any subsequent default or
breach.
19. Attorney's Fees and Costs, That in the event it becomes necessary for either Party of
this Agreement to retain an attorney to enforce any of the terms or conditions of this Agreement or to
give any notice required herein, then the prevailing Party or the Party giving notice shall be entitled to
reasonable attorney's fees and costs, including fees, salary, and costs of in-house counsel to include City
Attorney.
20. Taxes: Contractor is obligated to pay all taxes of any kind or nature and make all
appropriate employee withholdings.
21. Dispute Resolution:
a. Any claim, controversy, or dispute between the parties, their agents, employees,
or representatives shall be resolved first by negotiation between senior-level personnel from each
party duly authorized to execute settlement agreements. Upon mutual agreement of the parties,
the parties may invite an independent, disinterested mediator to assist in the negotiated
settlement discussions.
b. If the parties are unable to resolve the dispute within thirty (30) days from the
date the dispute was first raised, then such dispute may only be resolved in a court of competent
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FY 2013-FY 2014
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jurisdiction in compliance with the Applicable Law provisions of this Agreement.
22. Survival: Contractor's indemnification shall survive the termination or expiration of this
Agreement for the maximum period allowed under applicable law.
23. Readings: The headings used in this Agreement are for convenience only and are not be
construed as a part of the Agreement or as a limitation on the scope of the particular paragraphs to which
they refer.
24. Severability: If any portion of this Agreement is held to be void or unenforceable, the
balance thereof shall continue in effect.
25. Applicable Law: The parties agree that this Agreement is governed in all respects by the
laws of the State of Montana and the parties expressly agree that venue will be in Gallatin County,
Montana, and no other venue.
26. Bindiniz Effect: This Agreement is binding upon and inures to the benefit of the heirs,
legal representatives, successors, and assigns of the parties.
27. No Third-Party Beneficiary: This Agreement is for the exclusive benefit of the parties,
does not constitute a third-party beneficiary agreement, and may not be relied upon or enforced by a
third party.
28. Counterparts: This Agreement may be executed in counterparts, which together
constitute one instrument.
29. Integration: This Agreement and all Exhibits attached hereto constitute the entire
agreement of the parties. Covenants or representations not contained therein or made a part thereof by
reference, are not binding upon the parties. There are no understandings between the parties other than
as set forth in this Agreement. All communications, either verbal or written, made prior to the date of
this Agreement are hereby abrogated and withdrawn unless specifically made a part of this Agreement
by reference.
END OF AGREEMENT EXCEPT FOR SIGNATURES
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FY 2013 -FY 2014
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IN WITNESS WHEREOF, the parties hereto have executed this instrument the day and year
first alcove written.
CITY OF BOZEMAN,MONTANA M Kinstry Esseanton, LLC
CO OIt
ByC By
Chris Kukulski, City Manager
Print Name: Paul.Zasada
Print Title: INW Regional Director
APPROVED AS 0 FORM:
By
r g Sullivan, Bozeman City Attorney
Professional 'Services Agreement for Investment Grade Audit
FY 2013—FY 2014
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Attachment A
Scope of Services
1. Scope of Work. The Scope of Services shall be performed as described below:
Establish allowable cost and savings factors with City:
1 .1.1. City will provide ESCO with relevant infori-nation and assistance
in developing savings estimates.
1 .1 .2. Savings estimates may include:
a. Energy and water savings
b. City material/commodity savings, including scheduled replacement
of parts
C. Outside labor cost savings, including maintenance contracts
d. City in-house labor costs
e. City deferred maintenance cost
f. Offset of future City capital cost
1.1.3. The following items may be negotiated:
a. Escalation rates for natural gas, electricity, water,
material/commodity cost savings, and allowable labor savings.
These are rates to be used in cash flow projections for project
development purposes. Actual rates and a floor rate may be used
in a subsequent performance contract.
b. Interest rates (all types of financing that are available and could be
considered for this project)
C. City equity cash contribution to the project.
The following markup costs are disclosed to provide the City with
typical project costing approach for a project of similar scope and
size. These rates will be expected to be used in the Investment
Grade Audit and subsequent Energy Performance Contract:
Attachment A to Investment Grade Audit Professional Services Agreement
Page 1 of 9
Cost Category % of Project
Construction Cost Overhead 15
Profit 10
Markups on Subcontractors 0
Markups on Equipment/Supplies 0
Design Project Specific
Construction Management Project Specific
Commissioning Project Specific
Other TBD
1.2. Collect data and background information from City:
1.2.1. City will provide ESCO with information concerning facility
operation and energy use for the most recent three years from the effective
date of this Agreement as follows:
a. Building area(square footage)
b. Construction date of buildings and major additions
C. Utility company invoices
d. Occupancy and usage information
C. Description of all energy-consuming or energy-saving equipment
used on the premises, as available
f. Description of energy management procedures utilized on the
premises
g. Description of any energy-related improvements made or currently
being implemented
h. Description of any changes in structure of the facility or energy-
using or water-using equipment
Description of future plans regarding building modifications or
equipment modifications and replacements
j. Drawings, as available (may include mechanical, plumbing,
electrical, buildings automation and temperature controls,
structural, architectural, modifications, and remodels)
k. Original construction submittals and factory data (specifications,
pump curves, etc.), as available
1. Operating engineer logs, maintenance work orders, etc. as
available
m. Records of maintenance expenditures on energy-using equipment,
including service contracts
Attachment A to Investment Grade Audit Professional Services Agreement
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n. Prior energy audits or studies, if any.
1.2.2. City agrees to work diligently to furnish ESCO, upon request
accurate and complete data and information as available. When
information is not available from City, ESCO will make a diligent effort to
collect such information through the facility inspection, staff interviews,
and utility companies. ESCO agrees to work diligently to assess validity
of information provided and to confirm or correct the information as
needed.
Perform an inspection survey:
1.3.1. ESCO shall interview the facility manager, maintenance staff
and/or others regarding facility operation, including:
a. energy management procedures
b. equipment maintenance problems
C. comfort problems and requirements
d. equipment reliability
e. projected equipment needs
occupancy and use schedules for the facility and specific
equipment
g. facility improvements, past and planned
1.3.2. inspect major energy-using equipment, including:
a. Lighting (indoor and outdoor)
b. Heating and heat distribution systems
C. Cooling systems and related equipment
d. Automatic temperature control systems and equipment
e. Air distribution systems and equipment
f. Outdoor ventilation systems and equipment
g. Exhaust systems and equipment
h. Hot water systems
i. Electric motors, transmission and drive systems
j Special systems (kitchen/dining equipment, swimming pools,
laundry equipment, etc.)
k. Renewable energy systems
1. Other energy using systems
m. Water consuming systems (restroom fixtures, water fountains,
Attachment A to Investment Grade Audit Professional Services Agreement
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irrigation systems, etc.)
1.3.3. Perform "late-night" surveys outside of normal business hours or
on weekends to confirm building system and occupancy schedules,
if deemed necessary.
1.3.4. Develop a preliminary list of potential energy and water saving
measures. Consider the following for each system:
a. Comfort and maintenance problems
b. Energy use, loads, proper sizing, efficiencies and hours of
operation
C. Current operating condition
d. Remaining useful life
e. Feasibility of system replacement
f. Hazardous materials and other environmental concerns
g. City's future plans for equipment replacement or building
renovations
h. Facility operation and maintenance procedures that could be
affected.
1 .3.5. Customer will allow ESCO reasonable access to facility staff to
ensure understanding of existing systems and opportunities. ESCO
agrees to work diligently to assess validity of information provided
and to confirm or correct the information as needed.
Establish base year consumption and reconcile with end use consumption
estimates.
Examine utility bills for the past 36 months and establish base year
consumption for electricity, gas, steam, water, etc. in terms of
energy units (kWh, kW, ccf, Therms, gallons, or other units used in
bills) and in terms of dollars. Describe the process used to
determine the base year(averaging, selecting most representative
contiguous 12 months, etc.). Consult with facility personnel to
account for any anomalous billings that could skew the base year
representation.
1.4.2. Estimate loading, usage and/or hours of operation for all major end
uses representing over five percent of total facility consumption
including, but not limited to:
Attachment A to Investment Grade Audit Professional Services Agreement
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a. Lighting
b. Heating
C. Cooling
d. HVAC motors (fans and pumps)
e. Plug loads
f. Kitchen equipment
g. Other/miscellaneous
1 .4.3. Where loading or usage are highly uncertain (including variable
loads such as cooling), ESCO will use its best judgment or take
direction from the City to use spot measurements or short-term
monitoring.
1 .4.4. Reconcile annual end-use estimated consumption with the annual
base year consumption to within five percent for electricity (kWh),
fuels and water. Also reconcile electric peak demand (kW) for
each end use within five percent. The miscellaneous category can
be no greater than five percent. This reconciliation will place
reasonable limits on potential savings.
1.5. Develop a preliminary analysis of potential energy conservation measures
(ECMs):
Identify ECMs, which appear in the judgment of the ESCO to be
likely to be cost effective and therefore warrant detailed analysis.
1 .5.2. For each ECM,prepare a preliminary estimate of energy cost
savings including description of analysis methodology, supporting
calculations and assumptions used to estimate savings.
1.5.3. The City's rejection of calculations of savings, or potential savings
allowed, shall be at the risk of the ESCO. This is subject to third
party review. Valid calculations cannot be rejected.
Preliminary Investment Grade Audit Presentation:
1.6.1 . Prepare a presentation, which includes assessment of energy use,
savings potential, retrofit opportunities, and potential for
developing an energy performance contract. Describe how the
projected project economics meet the City's terms for completing
the requirements of the audit report.
Attachment A to Investment Grade Audit Professional Services Agreement
Page 5 of 9
1.7. Analyze each Energy Conservation Measure (ECM):
Consider technologies in a comprehensive approach including, but
not limited to: lighting systems, heating/ventilating/air
conditioning equipment and distribution systems, controls systems,
building envelope, motors, kitchen equipment, pools, renewable
energy systems or other special equipment.
1.7.2. For each ECM:
a. Use costs provided prior to contract negotiations in all cost
estimates.
b. Follow the methodology of ASHRAE or other nationally-
recognized authority and be based on the engineering principle(s)
identified in the description of the retrofit option.
C. Use best judgment regarding the employment of instrumentation
and recording durations so as to achieve an accurate and faithful
characterization of energy use.
d. Develop a preliminary measurement and verification plan for each
ECM. Prepare a detailed report as described below.
Prepare a draft"Final Investment Grade Audit" which shall include:
1.8.1. Overview Section containing:
a. Contact information
b. Summary table of recommended ECMs, with each ECM's
estimated design and construction costs, annual maintenance costs,
the first year cost avoidance (in dollars and energy units), and
simple payback
C. Summary of annual energy use and costs of existing or base year
condition
d. Calculation of annual percentage savings expected if all
recommended ECMs were implemented
e. Description of the existing facility, mechanical and electrical
systems
f. Summary description of energy conservation measures, including
estimated costs and savings for each as detailed above
g. Discussion of measures considered but not investigated in detail
h. Conclusions and recommendations
Attachment A to Investment Grade Audit Professional Services Agreement
Page 6 of 9
1.8.2. ECM section containing a complete descriptions of each ECM:
a. Full written description of each ECM to include:
(1) Existing conditions
(2) Recommendations. Include discussion of facility operations
and maintenance procedures that will be affected by ECM
installation and implementation
b. Base year energy use:
(1) Summary of all utility bills
(2) Base year consumption and description of how established
(3) End use reconciliation with base year (include discussion of
any unusual findings)
C. Savings calculations-.
(1) Base year energy use and cost
(2) Post-retrofit energy use and cost
(3) Savings estimates including analysis methodology, supporting
calculations and assumptions used
(4) Savings estimates must be limited to savings allowed by the
City as described above
(5) Percent cost-avoidance projected
(6) Description and calculations for any proposed rate changes
(7) Explanation of how savings duplication or interaction between
retrofit options is avoided.
(8) Operation and maintenance savings, including detailed
calculations and description
(9) if computer simulation is used, include a short description and
state key input data. If requested by City, access will be
provided to the program and all assumptions and inputs used,
and/ or printouts shall be provided of all input files and
important output files and included in the Investment Grade
Audit with documentation that explains how the final savings
figures are derived from the simulation program output
printouts
(10)If manual calculations are employed, formulas, assumptions
and key data shall be stated
d. cost estimate -- detailed scope of the construction work needed,
suitable for cost estimating including:
Attachment A to Investment Grade Audit Professional Services Agreement
Page 7 of 9
(1) Engineering/design costs
(2) Contractor/vendor estimates for labor, materials, equipment;
include special provisions, overtime, etc., as needed to
accomplish the work with minimum disruption to the
operations of the facilities.
(3) Permit costs
(4) Construction management fees
(5) Performance/payment bond costs
(6) Commissioning costs
(7) Other costs/fees
(8) Company overhead/profit
(9) Environmental costs or benefits (disposal, avoided emissions,
handling of hazardous materials, etc.)
(10)Note that all markups and costs disclosed and negotiated prior
to contract negotiations shall be used in the cost estimates
e. Other
(1) Preliminary commissioning plan
(2) Preliminary measurement and verification plan, explaining
how each ECM is to be measured and verified (stipulated by
agreement, utility bill analysis, end-use measurement and
calculation, etc.)
(3) Discussion of impacts that facility would incur after contract
ends. Consider operation and maintenance impacts, staffing
impacts, budget impacts, etc.
Complete appendices including data used to prepare analyses and
description of how data were collected.
1.9 Meet with City to:
1.9.1 . Review the ECM options proposed in the Audit, and assemble a
package of options which are compatible with City's investment
and infrastructure improvement goals.
1.9.2. Review the proposed Project Cost and list of Services to be
Provided to determine which additional City may want ESCO to
provide.
1.10. Revise Audit as requested by City.
1.11. Prepare "Project Development Agreement"
Attachment A to Investment Grade Audit Professional Services Agreement
Page 8 of 9
1.11.1 . In anticipation of ESCO and City entering into an Energy
Performance Contract to design, install, and monitor the EC 's
proposed in the Investment Grade Audit, prepare a Project Development
Agreement which shall include Project Cost Proposal with a List of
Services to be provided. Project Cost is the total amount City will pay
for the Project. The Project Cost will include costs for ESCO's services
which may include but are not limited to
a. Engineering, designing, packaging, procuring, installing
b. Maintenance fees
C. Monitoring fees
d. Training fees
e. Legal services
f. Overhead and profit margins
g. Include a List of Services related to each cost
1.12 Prepare a preliminary analysis of energy performance contract terms to
include:
1.12.1. List of ECMs included in recommended package
1 .12.2. interest rate used in the analysis
1.12.3. Expected contract term (in number of years)
1.12.4. Analysis of annual cashflow for City during the contract term
1.12.5. Explanation of how savings will be calculated and adjusted due
to weather (such as heating or cooling degree days), occupancy
changes or other factors.
Attachment A to Investment Grade Audit Professional Services Agreement
Page 9 of 9
Attachment B
List of Buildings and Facilities
Investment Grade Audit Building and Facility Descriptions
I Beall Park
2) Bogert Pavilion &Bandstand
3) Cemetery&Vietnam Memorial
4) City Hall
5) East Gallatin Recreation Area
6) Fire Station 1
7) Fire Station 2
8) Fire Station 3
9) Landfill Building(only)
10) Library
I t) Lindley Center
12) Parking Garage
13) Professional Building
14) Senior Center
15) Shop Complex Operations
16) Shops Complex-723344-Green Storage Building
17) Southside Community Service Bldg
18) Street Lighting
19) Swim Center
20) Vehicle Maintenance Building
21) Water Reclamation Facility(Cogeneration only)
22) Bozeman Ponds
23) Bronken Soccer Complex
24) Christie Fields
25) Haggerty Softball Complex
26) Kirk Park
27) Laurel Glenn
28,) Pear St. Water Booster
29) Water Distribution System (Microhydro only)
30) WTP Lyman Creek
Attachment 8 to Investment Grade Audit Professional Services Agreement
Page 1 of 1