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Dept Enterprise Servcs Amend #4 - 2013-030c� 111f'TLRA GENCY Amendment Department of Enterprise Services Date: March 23, 2016 Agreement No: 2012-ERG-576 _ Project No.: 2013-030 Amendment No: 4 Interagency Agreement Between the State of Washington Department of Enterprise Services and the City of Edmonds The parties to this Agreement, the Department of Enterprise Services, Engineering & Architectural Services, hereinafter referred to as "DES", and the City of Edmonds, hereinafter referred to as the "CLIENT AGENCY", hereby amend the Agreement as follows: 1. Statement of Work DES shall furnish the necessary personnel and services and otherwise do all things necessary for or incidental to the performance of the work set forth in Attachment "A-2 and Attachment "C-2", attached hereto and incorporated herein by reference. Unless otherwise specified, DES shall be responsible for performing all fiscal and program responsibilities as set forth in Attachment "A-2" and Attachment "C-2". Energy/Utility Conservation projects shall be authorized by Amendment to this Agreement. 1.1 Phase 3 HVAC, Lighting, and Controls Upgrades outlined in the Ameresco Quantum, Inc. Energy Services Proposal dated April 16, 2013. 1.2 Review of Measurement and Verification reports for the Phase 3 HVAC, Lighting, and Controls Upgrades outlined in the Ameresco Quantum, Inc. Energy Services Proposal dated April 16, 2013. 1.3 Waste Water Treatment Plant Energy Upgrades outlined in the Ameresco, Inc. Energy Services Proposal dated June 25, 2014. 1.4 Phase 6, Library Gas Pack Replacement outlined in the Ameresco, Inc. Energy Services Proposal dated September 25, 2015. 1.5 WWTP Phase 5 — Screw Press and Aeration Blower outlined in the Ameresco, Inc. Energy Services Proposal dated March 21, 2016. Interagency Agreement No. 2012-ERG-576 Page 1 of 3 -k P-31-lq _:*7 6 yb;� cn�✓- 5 7 q 3. Period of Performance Subject to its other provisions, the period of performance of this Agreement shall commence on August 13, 2012, and be completed on December 31, 2019, unless altered or amended as provided herein. 4. Consideration Compensation under this Agreement shall be by Amendment to this Agreement for each authorized project. Each Amendment will include a payment schedule for the specific project. For Project Management Services provided by DES under Attachment "A-2" of this Agreement, the CLIENT AGENCY will pay DES a Project Management Fee for services based on the total project value per Project Management Fees Schedule set forth in Attachment "B-2". If the CLIENT AGENCY decides not to proceed with an Energy/Utility Conservation project that meets the CLIENT AGENCY's cost effective criteria, then the CLIENT AGENCY will be charged a Termination Fee per Attachment `B-2". The Termination Fee will be based on the estimated Total Project Value outlined in the Energy Audit and Energy Services Proposal prepared by the Energy Services Company (ESCO). If measurement and verification services are requested by the CLIENT AGENCY and provided by DES under Attachment "C-2" of this Agreement, the CLIENT AGENCY will pay DES $2,000.00 annually for each year of monitoring and verification services requested. Compensation for services provided by the ESCO shall be paid directly to the ESCO by the CLIENT AGENCY, after DES has reviewed, approved and sent the invoices to the CLIENT AGENCY for payment. 4.1 Energy Project Management Fee for Phase 3 HVAC, Lighting, and Controls Upgrades is $35,000.00. Anticipated billing date for this Amendment is June 1, 2014. 4.2 Measurement and Verification Fee for Phase 3 HVAC, Lighting, and Controls Upgrades is $4,000.00, Anticipated billing dates for this Amendment are June 1, 2016, and 2017. 4.3 Energy Project Management Fee for the work described in Section 1.3 is $39,600.00, Anticipated billing date for this Amendment is June 1, 2015. 4.4 Energy Project Management Fee for the work described in Section 1.4 is $13,800.00. Anticipated billing date for this Amendment is July 1, 2017. 4.5 Energy Project Management Fee for the work described in Section 1.5 is $64,000,00. Anticipated billing date for this Amendment is February 28, 2018. Interagency Agreement No. 2012-ERG-576 Page 2 of 3 The new total Agreement value is $1561400.00. All sections above have been fully amended and are shown in their entirety. All other terms and conditions of this Agreement remain in full force and effect. The requirements of RCW 39.34.030 are satisfied by the underlying Agreement and are incorporated by reference herein. Each party signatory hereto, having first had the opportunity to read this Amendment and discuss the same with independent legal counsel, in execution of this document hereby mutually agree to all terms and conditions contained herein, and as incorporated by reference in the original Agreement. City 0. V �-X' �' L- n- 3. �St')L' Title Date 2012576am4af Depa t t of Enterprise Services Eng' e n & Architectural Services ��+Wyi liam . rare, P.E. ' ssistantDirector 4 d ` 6 Title Date Interagency Agreement No. 2012-ERG-576 Page 3 of 3 STATE OF WASHINGTON DEPARTMENT OF ENTERPRISE SERVICES 1500 JWeraon St. SE, Olympia, WA 98501 PO Box 41476, Olympia, WA 98504-1476 March 23, 2016 TO: Pamela Randolph, City of Edmonds FROM: Andrea Faust, Contracts Specialist, (360) 407-9365 RE: Authorization No. 2013-030 C (3) Amendment No. 1 Project Title WWTP Phase 5 — Screw Press and Aeration Blower Ameresco, Inc. SUBJECT: Funding Approval The Department of Enterprise Services, Engineering & Architectural Services, requires funding approval for the above referenced contract document(s). The amount required is as follows: Design & Implementation of Energy Conservation Measures $ 690,472.00 First Year Measurement & Verification $ 7,151.00 Sales Tax (9.5%) (includes tax on audit & proposal) $ 75,468.29 TOTAL $ 773,091.29 In accordance with the provisions of RCW 43.88, the signature affixed below certifies to Engineering & Architectural Services that the above identified funds are appropriated, allotted or that funding will be obtained from other sources available to the using client/agency. The using/client agency bears the liability for any issues related to the funding f his project By Name / Title Date Please sign and return this form to E&AS. If you liavaiiy questions, please call me. 2013030Cam 1 fiidaf STATE OF WASHINGTON DEPARTMENT OF ENTERPRISE SERVICES 1500 Jefferson St. SE, Olympia, WA 96501 PO Box 41475, Olympia, WA 98604-1476 March 23, 2016 TO: Pamela Randolph, City of Edmonds FROM: Andrea Faust, Contracts Specialist, (360) 407-9365 RE: Contract No. 2013-030 I (3-1) WWTP Phase 5 — Screw Press and Aeration Blower Ameresco, Inc. SUBJECT: Funding Approval The Department of Enterprise Services, Engineering & Architectural Services, requires funding approval for the above referenced contract document. The amount required is as follows: ESCO Contract Amount $ 2,299,418.00 Sales Tax (9.5%) $ 218,444.71 Contingency Amount (with Tax) $ 246.849.00 Total $ 2,764,711.71 In accordance with the provisions of RCW 43.88, the signature affixed below certifies to Engineering & Architectural Services that the above identified funds are appropriated, allotted or that funding will be obtained from other sources available to the using client/cMcy. The using/client agency bears the liability for any issues related to the fundi e f r this Dr dic t. — By / Title Please sign and return this form to E&AS. If you 2013030Iconfidaf Date y questions, please call me. Hynd, Linda From: Randolph, Pamela Sent: Monday, April 04, 2016 10:49 AM To: Hynd, Linda Subject: FW: 2012-ERG-576 - IAA, Executed Amendment No. 4 Attachments: 2012576am4lhex.pdf Linda, Do you need a copy of the executed agreement? From: Haima, Laura J. (DES) [mailto:laura.haimaWes.wa.gc�v] Sent: Monday, April 04, 2016 10:22 AM To: Randolph, Pamela Cc: Faust, Andrea B. (DES); Flynn, Todd M. (DES) Subject: 2012-ERG-576 - IAA, Executed Amendment No. 4 For you records, please see attached executed Amendment. If you have any questions, please let me know. Thank you! Laura Haima Contracts Specialist Department of Enterprise Services Engineering & Architectural Services P.O. Box 414 76 Olympia, WA 98504 Telephone (360) 407-9362 la u ra. hai ma @d es. wa. gov INTERAGENCY Amendment Date: October 14, 2015 Agreement No: 2012-ERG-576 Project No.: 2013-030 Amendment No: 3 Department of Enterprise Services Interagency Agreement Between the State of Washington Department of Enterprise Services and the City of Edmonds The parties to this Agreement, the Department of Enterprise Services, Engineering & Architectural Services, hereinafter referred to as "DES", and the City of Edmonds, hereinafter referred to as the "CLIENT AGENCY", hereby amend the Agreement as follows: 1. Statement of Work DES shall furnish the necessary personnel and services and otherwise do all things necessary for or incidental to the performance of the work set forth in Attachment "A-2" and Attachment 11C-211, attached hereto and incorporated herein by reference. Unless otherwise specified, DES shall be responsible for performing all fiscal and program responsibilities as set forth in Attachment "A-2" and Attachment "C-2". Energy/Utility Conservation projects shall be authorized by Amendment to this Agreement. 1.1 Phase 3 HVAC, Lighting, and Controls Upgrades outlined in the Ameresco Quantum, Inc. Energy Services Proposal dated April 16, 2013. 1.2 Review of Measurement and Verification reports for the Phase 3 HVAC, Lighting, and Controls Upgrades outlined in Ameresco Quantum, Inc. Energy Services Proposal dated April 16, 2013. 1.3 Waste Water Treatment Plant Energy Upgrades outlined in the Ameresco, Inc. Energy Services Proposal dated June 25, 2014. 1.4 Phase 6, Library Gas Pack Replacement outlined in the Ameresco, Inc. Energy Services Proposal dated September 25, 2015. Attachment "A-l" Scope of Work Energy/Utility Conservation Projects Management Services is revised to Attachment "A-2" and Attachment 11C-1" Scope of Work Energy/Utility Conservation Projects Monitoring Services is revised to Attachment 11C- 2" to update the Statewide Energy Performance Contracting Program Master Energy Services Agreement number from Agreement No. 2013-133 to Agreement No. 2015-181, attached hereto and incorporated herein by reference. "--- 1 -4P 7 C'. 5 = 4. Consideration Compensation under this Agreement shall be by Amendment to this Agreement for each authorized project. Each Amendment will include a payment schedule for the specific project. For Project Management Services provided by DES under Attachment "A-2" of this Agreement, the CLIENT AGENCY will pay DES a Project Management Fee for services based on the total project value per Project Management Fees Schedule set forth in Attachment "B-2". If the CLIENT AGENCY decides not to proceed with an Energy/Utility Conservation project that meets the CLIENT AGENCY's cost effective criteria, then the CLIENT AGENCY will be charged a Termination Fee per Attachment "B-2". The Termination Fee will be based on the estimated Total Project Value outlined in the Energy Audit and Energy Services Proposal prepared by the Energy Services Company (ESCO). If measurement and verification services are requested by the CLIENT AGENCY and provided by DES under Attachment 11C-2" of this Agreement, the CLIENT AGENCY will pay DES $2,000.00 annually for each year of monitoring and verification services requested. Compensation for services provided by the ESCO shall be paid directly to the ESCO by the CLIENT AGENCY, after DES has reviewed, approved and sent the invoices to the CLIENT AGENCY for payment. 4.1 Energy Project Management Fee for Phase 3 HVAC, Lighting, and Controls Upgrades is $35,000.00. Anticipated billing date for this Amendment is June 1, 2014. 4.2 Measurement and verification fee for Phase 3 I-IVAC, Lighting, and Controls Upgrades is $4,000.00. Anticipated billing dates for this Amendment are June 1, 2016 and 2017. 4.3 Energy Project Management Fee for the work described in Section 1.3 is $39,600.00. Anticipated billing date for this Amendment is June 1, 2015. 4.4 Energy Project Management Fee for the work described in Section 1.4 is $13,800.00. Anticipated billing date for this Amendment is July 1, 2017. The new total Agreement value is $92,400.00. This Amendment also revises the Interagency Reimbursement Costs outlined in Attachment "B-1" of the Agreement to reflect the current DES project management fees. A new Attachment 1111-2" is included with this Amendment. All sections above have been fully amended and are shown in their entirety. All other terms and conditions of this Agreement remain in full force and effect. The requirements of RCW 39.34.030 are satisfied by the underlying Agreement and are incorporated by reference herein. Each parry signatory hereto, having first had the opportunity to read this Amendment and discuss the same with independent legal counsel, in execution of this document hereby mutually agree to all terms and conditions contained herein, and as incorporated by reference in the original Agreement. Department of Enterprise Services Engin ng Architectural Services r William J. rare, P.E. Assistant Director - 3C) Title Date 2012576am3af T_M.... ,".�.— A ---- ,.... a AT.. 'NA I'1 T7n /l C'7L ll---'1 ..rO ATTACHMENT A-2 Scope of Work Energy/Utility Conservation Projects Management Services Statewide Energy Performance Contracting Program Master Energy Services Agreement No. 2015-181 DES will provide the following project management services for each specific project for the CLIENT AGENCY. Each individual project shall be authorized by Amendment to this Agreement. 1. Assist the CLIENT AGENCY in the selection of an Energy Service Company (ESCO) consistent with the requirements of RCW 39.35A for local governments; or 39.35C for state agencies and school districts. 2. Assist in identifying potential energy/utility conservation measures and estimated cost savings. 3. Negotiate scope of work and fee for ESCO audit of the facility(s). 4. Assist in identifying appropriate project funding sources and assist with obtaining project funding. 5. Assist in negotiating the technical, financial and legal issues associated with the ESCO's Energy Services Proposal. 6. Review and recommend approval of ESCO energy/utility audits and Energy Services Proposals. 7. Provide assistance during the design, construction and commissioning processes. 8. Review and approve the ESCO invoice vouchers for payment. 9. Assist with final project acceptance. 10. Provide other services as required to complete a successful energy performance contract. Interagency Agreement No. 2012-ERG-576 ATTACHMENT B-2 Fee Schedule 2015-17 Interagency Reimbursement Costs for Project Management Fees to Administer Energy/Utility Conservation Projects PROJECT TOTAL PROJECT VALUE MANAGEMENT FEE TERMINATION 5,000,001.......6,000,000.................................. $66,000 ................................ 4,000,001....... 5,000,000................................... 65,000 ................................ 3,000,001.......4,000,000................................... 64,000 ................................ 2,000,001.......3,000,000 ................................... 1,500,001 ....... 2,000,000................................... 1, 000, 0 01.......1,500,000 ................................... 900,001...... 1,000,000................................... 8 00, 001.........900, 000................................... 700,001 ......... 800,000................................... 600, 001.........700,000 ................................... 500,001 ......... 600,000................................... 400,001 ......... 500,000................................... 3 00, 001.........400, 000................................... 200,001 ......... 300,000................................... 100,001 ......... 200,000.................................... 50,001 ......... 100,000..................................... 20,001...........50,000 ..................................... 0 ........... 20,000.................................... 60,000................................ 56,000................................ 49,500................................ 42,000................................ 39,600 ................................ 36,800................................ 3 5, 000................................ 32,400................................ 29,000................................ 24,800 ................................ 19,800................................. 13,800................................. 7,500................................. 4,000.................................. 25,700 25,400 25,000 23,400 21,800 19,300 16,400 15,400 14,400 13,700 12,600 11,300 9,700 7,700 5,400 3,500 2,000 2,000................................. 1,000 The project management fee on projects over $6,000,000 is 1.1% of the project cost. The maximum DES termination fee is $25,700. 1. These fees cover project management services for energy/utility conservation projects managed by DES's Energy Program. 2. Termination fees cover the selection and project management costs associated with managing the ESCO's investment grade audit and proposal that identifies cost effective conservation measures if the CLIENT AGENCY decides not to proceed with the project through DES. If the project meets the CLIENT AGENCY's cost effectiveness criteria and the CLIENT AGENCY decides not to move forward with a project, then the CLIENT AGENCY will be invoiced per Attachment B Termination or $25,700.00 whichever is less. If the CLIENT AGENCY decides to proceed with the project then the Agreement will be amended per Attachment B for Project Management Fee. 4. If the audit fails to produce a project that meets the CLIENT AGENCY's established Cost Effectiveness Criteria, then there is no cost to the CLIENT AGENCY and no further obligation by the CLIENT AGENCY. ram........,`.._.__. A.....,....«.-.XT- 1n 1'% r.nn c�7c n.._. 11 /1^t III AI I ATTACHMENT C-2 Scope of Work Energy/Utility Conservation Projects Monitoring Services Statewide Energy Performance Contracting Program Master Energy Services Agreement No. 2015-181 If requested DES will provide the following monitoring services for each specific project for the CLIENT AGENCY, 1. Monitor actual energy use and dollar costs, compare with the ESCO's annual Measurement and Verification (M&V) report and any ESCO guarantee, resolve differences, if needed, and approve any vouchers for payment. 2. Monitor facility operations including any changes in operating hours, changes in square footage, additional energy consuming equipment and negotiate changes in baseline energy use which may impact energy savings. 3. Provide annual letter report describing the ESCO's performance, equipment performance and operation, energy savings and additional opportunities, if any, to reduce energy costs. T'Tl!' G'7L INTERAGENCY Amendment Date: Au ust 7 2014 Agreement No: 2012-IAA-576 Project No.: 2013-030 Amendment No: 2 Department of Enterprise Services Interagency Agreement Between the State of Washington Department of Enterprise Services and City of Edmonds The parties to this Agreement, the Department of Enterprise Services, Facilities Division, Engineering & Architectural Services, hereinafter referred to as "DES", and City of Edmonds, hereinafter referred to as the "CLIENT AGENCY", hereby amend the Agreement as follows: 1. Statement of Work DES shall furnish the necessary personnel and services and otherwise do all things necessary for or incidental to the performance of the work set forth in Attachment "A-1" and Attachment "C-1", attached hereto and incorporated herein by reference. Unless otherwise specified, DES shall be responsible for performing all fiscal and program responsibilities as set forth in Attachment "A-1" and Attachment "C-1". Energy/Utility Conservation projects shall be authorized by Amendment to this Agreement. 1.1 Phase 3 HVAC, Lighting, and Controls Upgrades outlined in the Ameresco Quantum, Inc. Energy Services Proposal dated April 16, 2013. 1.2 Review of Measurement and Verification reports for the Phase 3 HVAC, Lighting, and Controls Upgrades outlined in Ameresco Quantum, Inc. Energy Services Proposal dated April 16, 2013. 1.3 Waste Water Treatment Plant Energy Upgrades outlined in the Ameresco, Inc. Energy Services Proposal dated June 25, 2014. Attachment "A" Scope of Work Energy/Utility Conservation Projects Management Services is revised to Attachment "A-1" and Attachment "C" Scope of Work Energy/Utility Conservation Projects Monitoring Services is revised to Attachment "C- 1" to update the Statewide Energy Performance Contracting Program Master Energy Services Agreement number from Agreement No. 2011-169 to Agreement No. 2013-133, attached hereto and incorporated herein by reference. Interagency Agreement No. 2012-ERG-576 �jr-47 Cd Page 1 of 3 4. Consideration Compensation under this Agreement shall be by Amendment to this Agreement for each authorized project. Each Amendment will include a payment schedule for the specific pre j ect. For Project Management Services provided by DES under Attachment "A-1" of this Agreement, the CLIENT AGENCY will pay DES a Project Management Fee for services based on the total project value per Project Management Fees Schedule set forth in Attachment `11-1". If the CLIENT AGENCY decides not to proceed with an Energy/Utility Conservation project that meets the CLIENT AGENCY's cost effective criteria, then the CLIENT AGENCY will be charged a Termination Fee per Attachment `11-1". The Termination Fee will be based on the estimated Total Project Value outlined in the Energy Audit and Energy Services Proposal prepared by the Energy Services Company (ESCO). If measurement and verification services are requested by the CLIENT AGENCY and provided by DES under Attachment "C-1" of this Agreement, the CLIENT AGENCY will pay DES $2,000.00 annually for each year of monitoring and verification services requested. Compensation for services provided by the ESCO shall be paid directly to the ESCO by the CLIENT AGENCY, after DES has reviewed, approved and sent the invoices to the CLIENT AGENCY for payment. 4.1 Energy Project Management Fee for Phase 3 HVAC, Lighting, and Controls Upgrades is $35,000.00. Anticipated billing date for this Amendment is June 1, 2014. 4.2 Measurement and verification fee for the Phase 3 HVAC, Lighting, and Controls Upgrades is $4,000.00. Anticipated billing dates for this Amendment are June 12016 and 2017. 4.3 Energy Project Management Fee for the work described in Section 1.3 is $39,600.00. Anticipated billing date for this Amendment is June 1, 2015. The new total Agreement value is $78,600.00. This Amendment also revises the Interagency Reimbursement Costs outlined in Attachment "B" of the Agreement to reflect the current DES project management fees. A new Attachment "B-1" is included with this Amendment. Interagency Agreement No. 2012-ERG-576 Page 2 of 3 All sections above have been fully amended and are shown in their entirety. All other terms and conditions of this Agreement remain in full force and effect. The requirements of RCW 39.34.030 are satisfied by the underlying Agreement and are incorporated by reference herein. Each party signatory hereto, having first had the opportunity to read this Amendment and discuss the same with independent legal counsel, in execution of this document hereby mutually agree to all terms and conditions contained herein, and as incorporated by reference in the original Agreement. City of Edmonds Department of Enterprise Services Facilities Division Engi ng & Architectural Services Wi ram J. Frare, P.E. t , Public Works Administrato q ' 1� • 9" Title Date Title Date 2012576am2em Interagency Agreement No. 2012-ERG-576 Page 3 of 3 ATTACHMENT A-1 Scope of Work Energy/Utility Conservation Projects Management Services Statewide Energy Performance Contracting Program Master Energy Services Agreement No. 2013-133 DES will provide the following project management services for each specific project for the CLIENT AGENCY. Each individual project shall be authorized by Amendment to this Agreement. 1. Assist the CLIENT AGENCY in the selection of an Energy Service Company (ESCO) consistent with the requirements of RCW 39.35A for local governments; or 39.35C for state agencies and school districts. 2. Assist in identifying potential energy/utility conservation measures and estimated cost savings. 3. Negotiate scope of work and fee for ESCO audit of the facility(s). 4. Assist in identifying appropriate project funding sources and assist with obtaining project funding. 5. Assist in negotiating the technical, financial and legal issues associated with the ESCO's Energy Services Proposal. 6. Review and recommend approval of ESCO energy/utility audits and Energy Services Proposals. 7. Provide assistance during the design, construction and commissioning processes. 8. Review and approve the ESCO invoice vouchers for payment. 9. Assist with final project acceptance. 10. Provide other services as required to complete a successful energy performance contract. Interagency Agreement No. 2012-ERG-576 ATTACHMENT B-1 Fee Schedule 2013-15 Interagency Reimbursement Costs for Project Management Fees to Administer Energy/Utility Conservation Projects PROJECT TOTAL PROJECT VALUE MANAGEMENTFEE TERMINATION 5,000,001.......6,000,000 .................................. $66,000 ................................ 25,700 4,000,001....... 5,000,000................................... 65,000 ................................ 25,400 3,000,001.......4,000,000 ................................... 64,000 ................................ 25,000 2,000,001.......3,000,000 ................................... 60,000................................ 23,400 1,500,001.......2,000,000 ................................... 56,000 ............................... 21,800 1,000,001.......1,500,000 ................................... 49,500................................ 19,300 900,001...... 1,000,000................................... 42,000 ................................ 16,400 800,001......... 900,000................................... 39,600 ................................ 15,400 700,001......... 800,000................................... 36, 800................................ 14,400 600, 001.........700,000 ................................... 3 5, 000................................ 13,700 5 00,001.........600,000 ................................... 32,400 ................................ 12,600 400,001......... 500,000................................... 29,000 ................................ 11,300 3 00, 001.........400, 000................................... 24, 8 00................................ 9,700 200,001.... .....300,000 ................................... 19,800................................. 7,700 100,001.........200,000 ................................... 13,800 ................................. 5,400 50,001......... 100,000..................... I .......... ..... 7,500 ................................. 3,500 20, 001...........50,000 ..................................... 4,000 ................................. 2,000 0...........20,000 .................................... 2,000 ................................. 1,000 The project management fee on projects over $6,000,000 is 1.1% of the project cost. The maximum DES termination fee is $25,700. 1. These fees cover project management services for energy/utility conservation projects managed by DES's Energy Program. 2. Termination fees cover the selection and project management costs associated with managing the ESCO's investment grade audit and proposal that identifies cost effective conservation measures if the CLIENT AGENCY decides not to proceed with the project through DES. 3. If the project meets the CLIENT AGENCY's cost effectiveness criteria and the CLIENT AGENCY decides not to move forward with a project, then the CLIENT AGENCY will be invoiced per Attachment B Termination or $25,700.00 whichever is less. If the CLIENT AGENCY decides to proceed with the project then the Agreement will be amended per Attachment B for Project Management Fee. 4. If the audit fails to produce a project that meets the CLIENT AGENCY's established Cost Effectiveness Criteria, then there is no cost to the CLIENT AGENCY and no further obligation by the CLIENT AGENCY. Interagency Agreement No. 2012-ERG-576 Rev. 3/12/2012 ATTACHMENT C-1 Scope of Work Energy/Utility Conservation Projects Monitoring Services Statewide Energy Performance Contracting Program Master Energy Services Agreement No. 2013-133 If requested DES will provide the following monitoring services for each specific project for the CLIENT AGENCY. 1. Monitor actual energy use and dollar costs, compare with the ESCO's annual Measurement and Verification (M&V) report and any ESCO guarantee, resolve differences, if needed, and approve any vouchers for payment. 2. Monitor facility operations including any changes in operating hours, changes in square footage, additional energy consuming equipment and negotiate changes in baseline energy use which may impact energy savings. 3. Provide annual letter report describing the ESCO's performance, equipment performance and operation, energy savings and additional opportunities, if any, to reduce energy costs. Interagency Agreement No. 2012-ERG-576 INTERAGENCY Amendment Date: April 25, 2013 Agreement No: 2012-ERG-576 Project No.: 2013-030 Amendment No: 1 Department of Enterprise Services Interagency Agreement Between the Department of Enterprise Services and City of Edmonds The parties to this Agreement, the Department of Enterprise Services, Facilities Division, Engineering & Architectural Services, hereinafter referred to as "DES", and City of Edmonds, hereinafter referred to as the "CITY", hereby amend the Agreement as follows: 1. Statement of Work DES shall furnish the necessary personnel and services and otherwise do all things necessary for or incidental to the performance of the work set forth in Attachment "A" and Attachment "C", attached hereto and incorporated herein by reference. Unless otherwise specified, DES shall be responsible for performing all fiscal and program responsibilities as set forth in Attachment "A" and Attachment "C". Energy/Utility Conservation projects shall be authorized by Amendment to this Agreement. 1.1 Phase 3 HVAC, Lighting, and Controls Upgrades outlined in the Ameresco Quantum, Inc. Energy Services Proposal dated April 16, 2013. 1.2 Review of Measurement and Verification reports for the Phase 3 HVAC, Lighting, and Controls Upgrades outlined in Ameresco Quantum, Inc. Energy Services Proposal dated April 16, 2013. 3. Period of Performance Subject to its other provisions, the period of performance of this Agreement shall commence on August 13, 2012, and be completed on December 31, 2017 unless altered or amended as provided herein. 4. Consideration Compensation under this Agreement shall be by Amendment to this Agreement for each authorized project. Each Amendment will include a payment schedule for the specific project. �;�,�. ,� • icy �a � Interagency Agreement No. 2012-ERG-576 Pagel of 3 t. .' , .� q For Project Management Services provided by DES under Attachment "A" of this Agreement, the CITY will pay DES a Project Management Fee for services based on the total project value per Project Management Fees Schedule set forth in Attachment "B". If the CITY decides not to proceed with an Energy/Utility Conservation project that meets the CITY's cost effective criteria, then the CITY will be charged a Termination Fee per Attachment `B". The Termination Fee will be based on the estimated Total Project Value outlined in the Energy Audit and Energy Services Proposal prepared by the Energy Services Company (ESCO). If monitoring and verification services are requested by the CITY and provided by DES under Attachment "C" of this Agreement, the CITY will pay DES $2,000.00 annually for each year of monitoring and verification services requested. Compensation for services provided by the ESCO shall be paid directly to the ESCO by the CITY, after DES has reviewed, approved and sent the invoices to the CITY for payment. 4.1 Energy Project Management Fee for Phase 3 HVAC, Lighting, and Controls Upgrades is $35,000.00. Anticipated billing date for this Amendment is June 1, 2014. 4.2 Measurement and verification fee for the Phase 3 HVAC, Lighting, and Controls Upgrades is $4,000.00. Anticipated billing dates for this Amendment are June 12016 and 2017. The new total Agreement value is $39,000.00. 5. Billing Procedure DES shall submit a single invoice to the CITY upon substantial completion of each authorized project, unless a project specified a Special Billing Condition in the Amendment. Substantial completion of the project will include the delivery and acceptance of closeout documents and commencement of energy savings notification. Each invoice will clearly indicate that it is for the services rendered in performance under this Agreement and shall reflect this Agreement and Amendment number. DES shall invoice the CITY for any remaining services within 60 days of the termination of this Agreement. Special Billing Condition: Section 1.2 in the Statement of Work. DES shall submit invoice to the CITY annually for $2,000.00 on or before June 1 each year, beginning in 2016 and ending in 2017, unless terminated earlier. Interagency Agreement No. 2012-ERG-576 Page 2 of 3 All sections above have been fully amended and are shown in their entirety. All other terms and conditions of this Agreement remain in full force and effect. The requirements of RCW 39.34.030 are satisfied by the underlying Agreement and are incorporated by reference herein. Each party signatory hereto, having first had the opportunity to read this Amendment and discuss the same with independent legal counsel, in execution of this document hereby mutually agree to all terms and conditions contained herein, and as incorporated by reference in the original Agreement. City of Edmonds Titic 20125761AAam1em il0.Lll Department of Enterprise Services Facilities Division Bill Phillips, P.E. Title Interagency Agreement No. 2012-ERG-576 Page 3 of 3 Services O c Date Interagency Agreement Departrwnt of Entejpdw s Date: May ., 2012 _ Interagency Agreement No:27EgG-57 Interagency Agreement Between the Department of Enterprise Ser► kvs and City of Edmonds This Agreement, pursuant to chapter 39.34 RCW, is made and entered into by and between the Department of Enterprise Services, Facilities Division, Engineering & Architectural Services, hereinafter referred to as "DES", and City of Edmonds, hereinafter referred to as the "CITY". The purpose of this Agreement is to establish a vehicle for DES to provide future Energy/Utility Conservation Project Management and Monitoring Services to the CI'f'Y and to authorize the development of the energy services proposal. Now therefore, in consideration of the terms and conditions contained herein, or attached and incorporated by reference and made a part hereof, the above -named parties mutually agree as follows: 1. Statement of Work DES shall furnish the necessary personnel and services and otherwise do all things necessary for of hW'6W ri so the POV161m0we of the want set Farah in Atteduma..A: amyl A ftAmm "C", attached hereto and incorporated herein by reference. Unless otherwise specified, DES shall be responsible for performing all fiscal and program responsibilities as set forth in Attachment "A" and Attachment "C". Energy/UdHty Conservation projects shall be authorized by Amendment to this Agreerrtent. 2. Terms and con i#ions All rights and obligations of the parties to this Agreement shall be subject to and governed by the terms and conditions contained in the text of this Agreement. 3. Period of Ferform nce Subject to its other provisions, the period of performance of this master Agreement shall commence when this Agreement is properly signed, and be completed on June 30, 2014 unless altered or mnended as provided herein. Compensation under this Agreement shall be by Amendment to this Agreement for each authorized project.. ,Each Amendment will include a payment schedule for the specific project. Interagency AS= P - No. 2012-ERG-576 Page I of 5 Coif 5Pg7 For Project Management Services provided by DES under Attachment "A" of this Agr+eernenL the CITY will pay DES a Pmjed Managenuat Fee for services bused on the total project value per Project Man %ement Fees Schedule set forth in Attachment "B". if the CITY decides not to proceed with an EnergyiUtility Conservation project than meets CITY's cost effective criteria, then the MY will be charged a Termination Fee per Attachment "B". The Termination Fee will be based on the estimated Total Project Value outlined in the Energy Audit and Energy Services Proposal prepared by Energy Services Company (ESCO). If monitoring and verification services are requested by the CITY and provided by DES under Attachment'V' of this Agreement, the CITY will pay DES $2,000.00 annually for each year of monitoring and verification services requesters. Compensation for services provided by the ESCO shall be paid directly to the ESCO by the CITY, after DES has reviewed, approved and sent the invoices to the CITY for payment. 5. BEIng Procedure DES shall submit a single invoice to the CITY at substantial completion of each authorized Project, unless the CITY requests a Special Billing Condition in the Amendment` Substantial completion of the project will include the delivery and acceptance of closeout documents and commencement of energy savings notification. Each invoice will indicate clearly that it is for the services rendered in performance of this Agreement and shall reflect both the Agreement and amendment number. DES will invoice for any MUMPS services within 60 days of the termination of this Agreement. 6. Prryomw Phmmftr e The CITY shall pay all invoices received from DES within 90 days of receipt of properly executed invoice vouchers. The MY shall notify DES in writing if the CITY cannot pay an invoice within 90 days. 7. Noe•DUn iminathm In the performance of this Agreemem, DES shall comply with the provisions of Title VI of the Civil Rights Act of 1964 (42 USC 200d), Section 504 of the Rehabilitation Act of 1973 (29 USC 794X and Chapter 49.60 RCW, as now or hmsfier amended. DES shall not discriminate: on the grounds of race, color, national origin, sex, religion, marital slams, age, creed, Vietnam -Era and Disabled Veterans status, or the presence of any sensory, mental, or physical disability in: a) Any terms or conditions of employment to include taking affirmative action necessary to accomplish the objectives of this part and b) Denying an individual the opportunity to participate: in any program provided by this Agreement through the provision of services, or otherwise afford others. IWmW=y APo n*M Na 2011-ERG-576 Pee 2 of5 In the event of DES's non -complies or refusal to comply with the above provisions, this Agreement may be rescinded, canceled, or terminated in whole or in part, and DES declared ineligible for further Agreement with the CffY. DES shall, however, be given a reasonable time in which to cure this noncompliance. Any dispute may be resolved in accordance with the "Disputes" procedure set forth therein. 8. Reams Malnate nimoe The CITY and DES shall each maintain books, records, documents, and other evidence that sufficiently and properly reflect all direct and indirect costs expended by either party in the performance of the services described herein. These records WWI be subject to inspection, review, or audit by personnel of both parties, other personnel daily authorized by either party, the Office of the State Auditor, and federal officials so authorized by law. DES will retain all books, records, documents, and other material relevant to this agreement for six yew after expiration; and the Office of the State Auditor, federal auditors, and any persons duly authorized by the parties shall have full access and the right to examine any of these materials daring this period. 9. carrtrvct Msmgemme a. The CffY Representative on this Agreement shall be: Jim Stevens (Sty of Edmonds 7110 210th Stream SW Edmonds, WA 98020 Telephone (425) 771-0233 The Representative shall be responsible for working with DES, approving billings and expenses submitted by DES, and accepting any reports from DES- b. The DES Project Manager on this Agreement shall be: Ron Major Departmem of Entegrrise Services Facilities Division Engineering and Architectural Services PO Box 41012 Olympia, WA 9830+4-1012 Telephone (360) 2.39-4134 Ron Major will be the contact person for all communications regarding the conduct of work under this Agreement. Intempacy Agreement No. 2012-BRO-576 Page 3 of 5 10. bold Harmless Each party to this Agreement shall be responsible for its own acts and/or omissions and those of its officers, employees and agents. No party to this Agreement shall be responsible for the ants and/or omissions of entities or individuals not a party to this Agreement. 11. Agreement Alteratlow and Amemrt s nts The CITY and DES may mutually amend this Agreement. Such Amendments shall not be binding unless they are in wrung and signed by personnel authorized to bind the CITY and DES or their respective delegates. 12. Termhutdon Except as otherwise provided in this Agreement, either party may terminate this Agreement upon thirty (3p) days written notification. If this Agreement is so terminated, the terminating pointy shall be liable only for performance in accordance with the terms of this Agreement for performance rendered prior to the effective date of termination. 13. ,Disputes If a dispute arises under this Agreement, it sMU be determined in the following manner. The CITY shall appoint a member to the Dispute Board. The Dirmlor of DF.S shall appoint a member to the Dispute Board. The CITY and DES shall jointly appoint a third member to the Dispute Board. The Dispute Board shall evaluate the dispute and make a determination of the dispute. The deWmimWon of the Dispute Board shall be final and binding on the parties hereto. 14. Order of Pnmdenee In the event of an inconsistency in this Agreement, unless otherwise provided herein, the - ll+ r Par +�y�grvirrg in dkriblyowtngair. a) Applicable FederW and State Statutes and Regulations b) Teams and Conditions c) Attachment "A", Project Management Scope of Work, Attachments "B", Project Management bees; and Attachment "C', Monitoring Services Scope of Work, and d) Any other provisions of the Agreement incorporated by reference. Interagency Agreement No. 2012-ERG-576 Page 4 of 5 AU Writings +GonhAned Herein "is Agreement contains all tale tenns and conditions agreed upon by the parties. No odw understandings, Oral or Ddwwiw, m9a ding the subject matter of this Agreement shall be deemed to exist or to bind any of the parties hereto. AT1 T IORl Al1C]l►l TU PROCEED Agreed to and signed by: City of Edmonds r Sigmarr tine t �r Name lisle Date Deparbnew of Enterprbe Selrtrka Fa Miles Division Englimming & Ar,chiftctu rai ser►lees 'signature idi PEI Name 1 1; The Depardnent of Enterprise Services provides equal access for all people without regard to race, creed, color, religian, national origin, age, ,gender, sex, marital status, or disability. Contract information is available in alternative formats. Far more information, please call Eddie Miller at (360) 407-9363. 201257UMm ftVMM nY MS ODRMMT UN1r M12 Interagency Agmfft nt No. 2012-ERG-576 Page 5 of 5 Scope of Work Energy/Utility Conservation Projects Management Services Statewide Energy Perfomume Contracting Program Master Energy Services Agreement No. 2011-169 DES will provide the following project management services for each specific project for the CITY. Each individual project shall be authorized by Amendment to this Agreement. 1. Assist the CTN in the selection of an Energy Service Company (ESCO) consistent with the requirements of RCW 39.35A for local governments; or 39.35C for state agencies and school districts. 2. Assist in identifying potential energy/utility conservation measures and estimated cost savings. 3. Negotiate scope of work and fee for ESCO audit of the facility(s). 4. Assist in identifying appropriate project funding sources and assist with obtaining project funding. 5. Negotiate the technical. financial and legal issues associated with the ESCO's Energy Services Proposal. 6. Review and recommend approval of ESCO energy/utility audits and Energy Services Proposals. 7. F'ro+Fiie aarslaaresr �i■i is cia■stareisra. i■i 8. Review and approve the ESCO invoice vouchers for payment. 9. Assist with final project acceptance. 10. Provide other services as required to complete a successful energy performance contract. Interagency Agroenmt No. 2012-ERG-576 Fee Schedule 2011-13 Interagency Reimbursement Costs for Project Management Fees to Administer EnergylUtility Conservation Projects PROJECT __1AL PRU R" VAI�1 IUTA�NAGEMENT FEE TEBMINATI[3, 5,000,001......6,000,000 ................................. $66,000 ............................... 25,700 4,000,001......5,000,0D0 .................................. 65,000 ............................... 25,400 3,000,001......4,+000A00 .................................. 64,000 ............................... 25,000 2.000,001......3,000,000 .................................. 60AM ............................... 23,,M 1,500,001......2,000,000 .................................. 56,000 ............................... 21,800 11000,001 ...... 1,500,000 .................................. 49,500 ............................... 19,300 900,001..... 1.000,000 .................................. 42,000 ............................... 16AM 800,001 ...... .. 900,000 .................................. 39,600................................ 15,400 700,001 ....... .800,000 .................................. 36.800 .............................. 0 14AM 600,001 ....... . 700,000 .................................. 35,000 ............................... 13,700 500,001 ....... . 600,000 .................................. 32,400 ............................... I ZrM 400,001 ...... ..500,000 .................................. 29,000 ............................... 11,300 300,001 ....... . 400,000 .................................. 24,800 ............................... 9,700 200,001 ........ 300,000 .................................. 19,800................................ 7,700 100,001 ........ 200,000 .................................. 13,800................................ 5,400 50,001 ....... . 100,000 .................................... 7,500................................ 3,500 20,001..........50,000 .................................... 4.000................................ 2,000 0.......... 20,000 ................................... 2,000................................ 1,000 The project management fee on projects over $6,+000,000 is 1.1 % of the project cost The maximum DES termination fee is $25,700. t. These faescovo project management services forcuergy/crdtit3►conservadon pffgj=ft managed by DES's Energy Program. 2. Termination fees cover the selection and project management costs associated with managing the ESCO's investment grade audit and proposal that identifies cost effective conservation measures if the CITY decides not to proceed with the project through DES. 3. If the project meets the CITY's cost effectiveness criteria and the CITY decides not to move forward with a project, then the CITY will be invoiced per Attachment. B Termination or $25.700.00 whichever is less. If the CITY decides to proceed with the project then the Agmenwnt will be amended per Attachment B for Project Management Fee. 4. If the audit fails to produce a project that meets the CITY's established Cost Effectiveness Criteria, then there is no cost to the CITY and no further obligation by the CITY. Rev. V 2f Z interagency A8men apt No. 2012-ERG-S76 ATTACHMENT C Scope of Work Energy/Utility Conservation Projects Monitoring Services Statewide Energy Performance Contracting Program Master Energy Services Agreement No. 2011-169 If requested DES will provide the following monitoring services for each specific project for the CITY. 1. Monitor actual energy use and dollar costs, compere with the ESCO's annual Measurement and Verification (M&V) report and any ESCO guarantee, resolve differences, if needed, and approve any vouchers for payment. 2. Monitor facility operations including any changes in operating hours, changes in square footage, additional energy consuming equipment and negotiate changes in baseline energy use which may impact energy savings. 3. Provide annual letter report describing the ESCO's performance, equipment performance and operation, energy savings and additional opportunities, if any, to reduce energy costs. Interagency Agmnmd No. 2012-ERG-376