Dept. of Enterprise Services - Energy_Conservation Srvcs.Interagency Agreement Department of Enterprise services
Date: May 25. 2012 Interagency Agreement No: 2012-ERG-576
Interagency Agreement Between the
Department of Enterprise Services
and
City of Edmonds
This Agreement, pursuant to Chapter 39.34 RCW, is trade and entered into by and between the
Department of Enterprise Services, Facilities Division, Engineering di: Architectural Services,
hereinafter referred to as "DES", and City of Edmonds, hereinafter referred to as the
The purpose of this Agreement is to establish a vehicle for DES to provide future Energy/Udlity
Conservation Project Management and Monitoring Services to the CITY 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 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.
2. Terms and Conditions
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 Performance
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 dune 30, 2014
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.
Interagency Agreement No. 2012-ERG-576
Page I of 5
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
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 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.
S. Billing 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 remaining services within 60 days of the termination of this
Agreement.
6. Payment Procedure
The CITY shall pay all invoices received from DES within 90 days of receipt of properly
executed invoice vouchers. The CITY shall notify DES in writing if the CITY cannot pay an
invoice within 90 days.
7. Non -Discrimination
In the performance of this Agreement, 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 794), and Chapter 49.60 RCW, as now or hereafter amended. DES shall not
discriminate on the grounds of race, color, national origin, sex, religion, marital status, age,
creed, Vietnam -Ern and Disabled Veterans status, or the presence of any sensory, mental, or
physical disability in:
a) Any terms or conditions of employment to include talcing affmnative 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 afforded others.
1Marapcy Agmmeut No. 2012-ERG-576 Page 2 of 5
In the event of DES's non-compliance 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 CITY. 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.
S. Records Maintenance
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 shall be subject to inspection,
review, or audit by personnel of both parties, other personnel duly 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 years 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 during this period.
9. Contract Management
a. The CITY Representative on this Agreement shall be:
Jim Stevens
City of Edmonds
7110 210th Street SW
Edmonds, WA 98020
Telephone (425) 771-0235
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
Department of Enterprise Services
Facilities Division
Engineering and Architectural Services
PO Box 41012
Olympia, WA 98504-1012
Telephone (360) 239-4134
Ron Major will be the contact person for all communications regarding the conduct of
work under this Agreement.
lnleragency Agreement No. 2012-ERG-576 Page 3 of 5
10. Hold 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
acts and/or omissions of entities or individuals not a party to this Agreement.
11. Agreement Alterations and Amendments
The CITY and DES may mutually amend this Agreement. Such Amendments shall not be
binding unless they are in writing and signed by personnel authorized to bind the CITY and
DES or their respective delegates.
12. Termination
Except as otherwise provided in this Agreement, either party may terminate this Agreement
upon thirty (30) days written notification. If this Agreement is so terminated, the terminating
party 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 shall be determined in the following manner: The
CITY shall appoint a member to the Dispute Board. The Director of DES 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 determination of the Dispute Board shall be final and binding on the
parties hereto.
14.Order of Precedence
In the event of an inconsistency in this Agreement, unless otherwise provided herein, the
�inn��n�srh+all � re�r'vru' b9; grvt'rr�rPrec in �� i6rlbwing orabr:
a) Applicable Federal and State Statutes and Regulations
b) Terms and Conditions
c) Attachment "A", Project Management Scope of Work; Attachments "B", Project
Management Fees; 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
All Writings Contained Herein
This Agreement contains all the terms and conditions agreed upon by the parties. No other
understandings, oral or otherwise, regarding the subject matter of this Agreement shall be
deemed to exist or to bind any of the parties hereto.
AUTHUXILN11UN I U PROCEED
Agreed to and signed by;
City of Edmonds
L
Si ture _
Name
tA
Title
42.I_..f
Date
Department of Enterprise Services
Facilities Division
Engineering & Arehitectural Services
f � l
Signature
Roger Wigfield. P.E.
Name
Enerahum Managr
Title
�'------
Date
The Department of Enterprise Services provides equal access for all people without regard to
race, creed, color, religion, national origin, age, gender, sex, marital status, or disability.
Contract information is available in alternative formats. For more information, please call Eddie
Miller at (360) 407-9363.
201M6LAAcm
REVMM BY DL'S OONTRA[T UNrr 5n5/12
Interagency Agreement No. 2012-ERG-576 Page 5 of 5
ATTACHMENT A
Scope of Work
Energy/Utility Conservation Projects
Management Services
Statewide Energy Performance 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 CITY 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. 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
Fee Schedule
2011-13 Interagency Reimbursement Costs
for Project Management Fees to Administer
Energy/Utility Conservation Projects
PROJECT
TOTAL PROTECT VALUE MANAGEMENT FEE 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.................................. 35,000 ...............................
13,700
500,001
........ 600,000.................................. 32,400 ...............................
12,600
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.
1. Thew fees cover project management services fur energyft1W 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 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
Agreement 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 212
Interagency Agreement No. 2012-ERG-576
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, 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 Agmernent No. 2012-ERG-576
STATE OF WASHINGTON
DEPARTMENT OF ENTERPRISE SERVICES
1500 Jefferson Street SE, Olympia, WA 98501
August 13, 2012
Jim Stevens
City of Edmonds
7110 210`h Street SW
Edmonds, WA 98020
RE: Interagency Agreement No. 2012-ERG-576
Energy Conservation Project Management Services
City of Edmonds
NOTICE TO PROCEED
This is your official notice that we will proceed with the work of our Interagency Agreement.
Enclosed is your executed copy of our Interagency Agreement.
Should you have any questions or concerns, please call me at (360) 239-4134.
Sincerely,
lion Major, CEM
Energy Engineer
RM:em
Enclosure