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Department of Enterprise Services Interagency Agreement for Energy ProgramState of Washington ENERGY PROGRAM Department of Enterprise Services INTERAGENCY AGREEMENT IAA No.: K521 1 P.O. Box 41476 Olympia, WA 98504-1476 CITY OF EDMONDS 7110 210"' Street SW Effective Date: April 5, 2018 Edmonds, WA 98020 INTERAGENCY AGREEMENT BETWEEN CITY OF EDMONDS AND WASHINGTON STATE DEPARTMENT OF ENTERPRISE SERVICES Pursuant to RCW Chap. 39.34, this Interagency Agreement ("Agreement") is made and entered into by and between the State of Washington acting by and through the Energy Program of the Department of Enterprise Services, a Washington State governmental agency ("Enterprise Services") and the City of Edmonds a Washington State governmental agency ("Client Agency") and is dated and effective as of April 5, 2018. RECITALS A. Enterprise Services, through its Energy Program ("Energy Program"), helps owners of public facilities reduce energy and operational costs. The Energy Program is a national leader in developing and managing energy savings performance contracts that help reduce energy and operational costs pertaining to publicly -owned facilities. B. Upgrading to energy efficient infrastructure helps reduce long-term operations and maintenance costs. This allows owners to be better financial stewards while achieving their mission, so that Washington is a better place to live, learn, and work. C. Acting as the owner's advocate, the Energy Program delivers professional expertise and contract management services. By leveraging capital investments, owners can achieve efficiencies, improve facilities, and yield carbon reductions in their publicly -owned facilities. The Energy Program also creates value to owners by managing risk through guaranteed total project costs, equipment performance, and energy savings. D. Client Agency, an owner of a public facility, desires to contract with Energy Program to access and obtain certain Energy Program Services. E. The purpose of this Agreement is to establish a vehicle for the Energy Program to provide future energy/utility conservation project management services to Client Agency and to authorize the development of the energy services proposal in a cost-effective, efficient manner as set forth herein. INTERAGENCY AGREEMENT No. K521 1 Page l (7-26-20 i 7) ,n - -/�- AGREEMENT Now THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties agree as follows: 1. TERM. The term of this Agreement commences on April 5, 2018, and ends on December 31, 2021. 2. STATEMENT OF WORK; COMPENSATION. Energy Program shall provide the following services, for the following compensation, to Client Agency. a. SERVICES. Upon request by Client Agency, and amendment to this Agreement to specify the individual Energy/Utility Conservation Project(s), Enterprise Services shall furnish the necessary personnel and services and otherwise do all things necessary for or incidental to the performance of the Project Management Services set forth in Attachment A and the Measurement & Verification Services set forth in Attachment C. Unless otherwise specified, Energy Program shall be responsible for performing all fiscal and program responsibilities as set forth herein. COMPENSATION. Compensation under this Agreement shall be by amendment to this Agreement for each authorized project. Each amendment shall include a payment schedule for the specific project. i. Project Management Services (Attachment A): For Project Management Services provided by Energy Program, Client Agency shall pay Enterprise Services a project management fee for services based on the total project value per the project management fees schedule set forth in Attachment B. ii. Termination Fee: If Client Agency, after authorizing an investment grade audit and energy services proposal, decides not to proceed with an energy/utility conservation project that meets Client Agency's cost effective criteria, then the Client Agency will be charged a termination fee as set forth in Attachment B. The termination fee shall be based on the estimated total project value outlined in the energy services proposal prepared by the ESCO. iii. Measurement & Verification Services (Attachment C): If Measurement and Verification Services beyond the first three years following the Notice of Commencement of Energy Services are requested by Client Agency, Client Agency shall pay Energy Program $2,000.00 annually for each year that such Measurement and Verification Services are provided. PAYMENT FOR ESCO SERVICES. In the event that Client Agency authorizes Energy Program to contract with an ESCO, pursuant to an Enterprise Services Master Energy Services Agreement for ESCO Services, Client Agency shall make payment for such contracted services directly to the ESCO, after Energy Program has reviewed, verified, and sent such invoices to Client Agency for payment. INTERAGENCY AGREEMENT No. K521 1 Page 2 (7-26-2017) d. FURTHER ASSURANCES. Client Agency shall provide the Energy Services Company (ESCO) with any additional necessary or desired contract language to comply with Client Agency's obligations pertaining to its use of federal, state, or other grants, funding restrictions, or unique contract/entity requirements. The ESCO and their subcontractors are required to comply with all applicable federal regulations and reporting procedures. e. MANAGING COMPLIANCE WITH STATE AND FEDERAL LAW. In all ESCO project agreements pertaining to this Agreement, the Energy Program will require ESCO compliance with applicable federal and state laws and state policies including, but not limited to, the following: 1. RCW Title 39 and 43 2. ADA Requirements 3. Buy America 4. Davis -Bacon 5. Prevailing Wage 6. DBE Participation 7. Apprentice Participation The Energy Program will collect and provide the weekly -certified payroll to Client Agency. Client Agency, however, shall remain responsible for any documentation required by Client Agency's funding source. All federal verification, investigation, survey, reporting and enforcement requirements when there is a possible violation shall remain the responsibility of the federal grant recipient (Client Agency) unless negotiated by the Energy Program and added by amendment to this Agreement. In the event that the Energy Program becomes aware of a possible violation, it will notify the Client Agency. 3. INVOICES; BILLING. a. BILLING PROCEDURE. Energy Program shall submit a single invoice to the Client Agency 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 the notice of commencement of energy cost savings issued by the ESCO. 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. Energy Program will invoice for any remaining services within sixty (60) days of the expiration or termination of this Agreement. b. PAYMENT PROCEDURE. Client Agency shall pay all invoices received from Energy Program within ninety (90) days of receipt of properly executed invoice vouchers. c. BILLING DETAIL. Each invoice submitted to Client Agency by Energy Program shall include information as is necessary for Client Agency to determine the exact nature of all expenditures. At a minimum, the invoice shall reference this Agreement and include the following: The date(s) such services were provided Brief description of the services provided Total invoice amount INTERAGENCY AGREEMENTNO. K5211 Page 3 (7-26-2017) d. BILLING ADDRESS. Invoices shall be delivered to Client Agency electronically to: Email: namely.randolph(cilei.edmonds.wa.us 4. AGREEMENT MANAGEMENT. The parties hereby designate the following agreement administrators as the respective single points of contact for purposes of this Agreement, each of whom shall be the principal contact for business activities under this Agreement. The parties may change administrators by written notice as set forth below. Any notices required or desired shall be in writing and sent by U.S. mail, postage prepaid, or sent via email, and shall be sent to the respective addressee at the respective address or email address set forth below or to such other address or email address as the parties may specify in writing: Enterprise Services Attn: Todd Flynn Energy Project Manager Energy Program Washington Dept. of Enterprise Services PO Box 41476 Olympia, WA 98504-1476 Tel: (360) 407-9375 Email: todd.fl nn )des.wa. ov Client Agency Attn: Pamela Randolph City of Edmonds 7110 21 1h Street SW Edmonds, WA 98020 Tel: (425) 771-0237 Email: painela.randoloh er:ci-ednlonds.wa.us Notices shall be deemed effective upon the earlier of receipt, if mailed, or, if emailed, upon transmission to the designated email address of said addressee. The Client Agency representative shall be responsible for working with Energy Program, approving billings and expenses submitted by Energy Program, and accepting any reports from Energy Program. The Energy Program representative shall be the contact person for all communications regarding the conduct of work under this Agreement. 5. RECORDS RETENTION. a. AGREEMENT AVAILABILITY. Prior to its entry into force, this Agreement shall be posted on the parties' websites or other electronically retrievable public source as required by RC W 39.34.040. b. RECORDS RETENTION. Each party shall each maintain records and other evidence that sufficiently and properly reflect all direct and indirect costs expended by either party in the performance and payment 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 officials authorized by law. Such INTERAGENCY AGREEMENT No. K521 I Page 4 (7-26-2017) records shall be retained for a period of six (6) years following expiration or termination of this Agreement or final payment for any service placed against this Agreement, whichever is later; Provided, however, that if any litigation, claim, or audit is commenced prior to the expiration of this period, such period shall extend until all such litigation, claims, or audits have been resolved. C. PUBLIC INFORMATION. This Agreement and all related records are subject to public disclosure as required by Washington's Public Records Act, RCW chapter 42.56. Neither party shall release any record that would, in the judgment of the party, be subject to an exemption from disclosure under the Public Records Act, without first providing notice to the other party within ten (10) business days of the receipt of the request. The parties will discuss appropriate actions to be taken, including release of the requested information, seeking a protective order, or other action prior to the release of records. Should one party choose to seek a protective order, it shall do so at its sole expense. 6. RESPONSIBILITY OF THE PARTIES. Each party to this Agreement assumes responsibility for claims and/or damages to persons and/or property resulting from any act or omission on the part of itself, its employees, or its agents. Neither party assumes any responsibility to the other party for any third party claims. 7. DISPUTE RESOLUTION. The parties shall use their best, good faith efforts cooperatively and collaboratively to resolve any dispute that may arise in connection with this Agreement as efficiently as practicable, and at the lowest possible level with authority to resolve such dispute. The parties shall make a good faith effort to continue without delay to carry out their respective responsibilities under this Agreement while attempting to resolve any such dispute. If, however, a dispute persists and cannot be resolved, it may be escalated within each organization. In such situation, upon notice by either party, each party, within five (5) business days shall reduce its description of the dispute to writing and deliver it to the other party. The receiving party then shall have three (3) business days to review and respond in writing. In the event that the parties cannot then agree on a resolution of the dispute, the parties shall schedule a conference between the respective senior managers of each organization to attempt to resolve the dispute. In the event the parties cannot agree on a mutual resolution within fifteen (15) business days, the parties shall abide by the Governor's dispute resolution process (RCW 43.17.330), if applicable, or collectively shall appoint a third party to evaluate and resolve the dispute and such dispute resolution shall be final and binding on the parties hereto. 8. TERMINATION FOR CONVENIENCE. Except as otherwise provided in this Agreement, either party may terminate this Agreement upon thirty (30) calendar days prior written notification. Upon such termination, the parties shall be liable only for performance rendered or costs incurred in accordance with the terms of this Agreement prior to the effective date of such termination. INTERAGENCY AGREEMENTNo. K5211 Page 5 (7-26-2017) 9. GENERAL PROVISIONS. a. COMPLIANCE WITH LAW. The Parties shall comply with all applicable law. INTEGRATED AGREEMENT. This Agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter and supersedes all prior negotiations, representations, and understandings between them. There are no representations or understandings of any kind not set forth herein. c. AMENDMENTOR MODIFICATION. Except as set forth herein, this Agreement may not be amended or modified except in writing and signed by a duly authorized representative of each party hereto. d. AUTHORITY. Each party to this Agreement, and each individual signing on behalf of each party, hereby represents and warrants to the other that it has full power and authority to enter into this Agreement and that its execution, delivery, and performance of this Agreement has been fully authorized and approved, and that no further approvals or consents are required to bind such party. e. No AGENCY. The parties agree that no agency, partnership, or joint venture of any kind shall be or is intended to be created by or under this Agreement. Neither party is an agent of the other party nor authorized to obligate it. f. GOVERNING LAW. The validity, construction, performance, and enforcement of this Agreement shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its choice of law rules. g. JURISDICTION & VENUE. In the event that any action is brought to enforce any provision of this Agreement, the parties agree to submit to exclusive in personam jurisdiction in Thurston County Superior Court for the State of Washington and agree that in any such action venue shall lie exclusively at Olympia, Washington. h. EXHIBITS. All exhibits referred to herein are deemed to be incorporated in this Agreement in their entirety. i. CAPTIONS & HEADINGS. The captions and headings in this Agreement are for convenience only and are not intended to, and shal l not be construed to, limit, enlarge, or affect the scope or intent of this Agreement nor the meaning of any provisions hereof. j. ELECTRONIC SIGNATURES. A signed copy of this Agreement or any other ancillary agreement transmitted by facsimile, email, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of this Agreement or such other ancillary agreement for all purposes. INTERAGENCY AGREEMENT No. K521 1 (7-26-2017) Page 6 k. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which counterparts together shall constitute the same instrument which may be sufficiently evidenced by one counterpart. Execution of this Agreement at different times and places by the parties shall not affect the validity thereof so long as all the parties hereto execute a counterpart of this Agreement. EXECUTED AND EFFECTIVE as of the day and date first above written. CITY OF EDMONDS STATE OF WASHINGTON DEPARTMENT OF ENTERPRISE SERVICES BY.rcrj�-By. Name Name Title: _t-A--' ►. U g Title: Date: 4. * V Date: K5211 IAA / 6- Roger A. Wigfield Energy Program Manager INTERAGENCY AGREEMENT No. K521 1 Page 7 (7-26-2017) ATTACHMENT A - OF WORK Energy/Utility Conservation Projects PROJECT MANAGEMENT SERVICES Statewide Energy Performance Contracting Program Energy Program will provide the following project management services for each specific project for the Client Agency. Each individual project shall be authorized by an amendment to this Agreement. I . 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 an 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 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 ESCO invoice voucher(s) received for reasonableness and forward to Client Agency for review and payment. 9. Assist with final project acceptance. 10. Review up to the first three years of the ESCO's annual Measurement and Verification (M&V) reports for completeness and accuracy. Review any ESCO guarantee compared to reported results and resolve differences, if needed. Review and approve ESCO invoice vouchers for payment by the Client Agency. 11. Provide other services as required to complete a successful energy performance contract. INTERAGENCY AGREEMENT No. K521 1 Page 8 (7-26-2017) ATTACHMENT B — FEE SCHEDULE i.c. `0 i 7-1 �) 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.................................. $68,800 ................................ 25,700 4,000,001........ 5,000,000................................... 67,700 ................................ 25,400 3,000,001....... 4,000,000................................... 66,700 ................................ 25,000 2,000,001.......3,000,000 ................................... 62,500 ................................ 23,400 l , 5 00, 001.......2, 000, 000................................... 5 8, 3 00................................ 21,800 1,000,001....... 1,500,000................................... 51,600 ................................ 19,300 900,001. ... 1,000,000................................... 43,800 ................................ 16,400 800,001.........900,000 ................................... 41,300 ................................ 15,400 700,001......... 800,000................................... 39,300 ................................ 14,400 600,001 ......... 700,000................................... 36,500................................ 13,700 5 00, 001 .........600, 000................................... 3 3, 800................................ 12,600 400,001......... 500,000................................... 30,200................................ 11,300 300,001......... 400,000................................... 25, 800................................ 9,700 200,001...._....300,000 ................................... 20,700 ................................. 7,700 100, 001.........200, 000................................... 14,400 ................................. 5,400 50,001......... 100,000..................................... 7,800 ................................. 3,500 20,001........... 50,000..................................... 4,200 ................................. 2,000 The project management fee on projects over $6,000,000 is 1.15% of the project cost. The maximum Energy Program termination fee is $25,700. 1. These fees cover project management services for energy/utility conservation projects managed by Enterprise Services' Energy Program. 2. Termination fees cover the selection and project management costs associated with managing an ESCO's investment grade audit and energy services proposal. No termination fee will be charged unless the client agency decided not to proceed to construction based on an energy services proposal that identifies projects that met the Client Agency's cost effectiveness criteria. 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 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. K521 l Page 9 (7-26-2017) ATTACHMENT C - SCOPE OF WORK Energy/Utility Conservation Projects MEASUREMENT & VERIFICATION SERVICES Statewide Energy Performance Contracting Program If requested, Energy Program will provide the following measurement and verification services for each year beyond the first three years following the Notice of Commencement of Energy Savings by the ESCO for the specific Client Agency project: 1. Review the ESCO's annual Measurement and Verification (M&V) report for completeness and accuracy. Review any ESCO guarantee compared to reported results and resolve differences, if needed. Review and approve any ESCO invoice vouchers for payment by the Client Agency. 2. Where necessary, review Client Agency facility operations including any changes in operating hours, changes in square footage, additional energy consuming equipment and negotiate changes in baseline energy use with the ESCO and the Client Agency that may impact achieved energy savings. 3. Attend a meeting or meetings with the Client Agency and the ESCO to review and discuss the annual M&V report. INTERAGENCY AGREEMENT No. K5211 Page 10 (7-26-2017) STATE OF WASHINGTON DEPARTMENT OF ENTERPRISE SERVICES 210 1111r Ave SW,, Dtyinpla. WA 98501 PO Hors 41019 Olympia, WA 98504- (019 April 5, 2018 TO: Pamela Randolph, City of Edmonds FROM: Andrea Faust, Contracts Specialist, (360) 407-9365 RE Agreement No. 2018-573 A (1) Edmonds W WTP Phase 6 Energy Project — Carbon Recovery IAA No. K521 1 Ameresco, Inc. SUBJECT: Funding Approval The Dept. of Enterprise Services (DES), Energy Program, requires funding approval for the above referenced contract documents. The amount required is as follows (see page 2 for funding detail): Energy Audit and Energy Services Proposal $ 61,600.00 ESCO Professional Services $ 174,400.00 Total Funding $ 236,000.00 In accordance with the provisions of RCW 43.88, the signature affixed below certifies to the DES Energy Program 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/cli agency bears the liability for any issues related to the funding for this project V By t',- r E.S. I Name / Title Date Please sign and return this form to E&AS. 2018573Afiidaf have any questions, please call me. ENERGY SERVICES AUTHORIZATION NO. 2018-573 A (1) Edmonds W WTP Phase 6 Energy Project — Carbon Recovery City of Edmonds April 5, 2018 MASTER ENERGY SERVICES AGREEMENT NO. 2017-193 A (1) The Owner and the Energy Services Company (ESCO) named below do hereby enter into this Authorization under terms described in the following sections: Authorization to Proceed Project Conditions Compensation for Energy Services I. AUTHORIZATION TO PROCEED: Energy Services Company: Ameresco, Inc. 222 Williams Avenue South, Suite 100 Renton, WA 98057 Telephone No. (206) 522-4270 Fax No. (425) 687-3173 E-Mail gthorslandaameresco.com Owner: City of Edmonds acting through the Department of Enterprise Services Energy Program PO Box 41476 Olympia, WA 98504 By By Name Name Roger A. WigrieId, P. E. Title Title Energy Program Manger Date Date State of Washington Contractor's License No. AMEREI*004PZ State of Washington Revenue Registration No. 602 062 980 Federal Tax Identification No. 04-3512838 MWBE Certification No. II. COMPENSATION FOR ENERGY SERVICES: COMPENSATION Basic Services Current New Previous Energy Audit and Energy Services Proposal $ 61,600.00 $ 61,600.00 $ 0.00 Preliminary Design $ 174,400.00 $ 174,400.00 $ 0.00 Construction Management $ 0.00 $ 0.00 $ 0.00 Overhead and Profit $ 0.00 $ 0.00 1 $ 0.00 Grand Total Plus WSST as applicable) $ 236,000.00 $ 236,000.00 1 $ 0.00 Value of this Amendment = $236,000.00 (Plus Washington State Sales Tax) Authorization No. 2018-573 A (1) Page l of 2 III. PROJECT CONDITIONS: The Project Conditions contained in the Master Energy Services Agreement will be used unless specifically changed herein. The cost effectiveness criteria for this project are per the Ameresco, Inc. proposal dated March 10, 2018. IV. SCOPE OF WORK: Per the ESCO proposal dated March 10, 2018, conduct a Detailed Investment Grade Energy Audit of City of Edmonds, Waste Water Treatment Plant, to identify cost effective energy conservation measures and present a written Energy Services Proposal, including all energy audit documentation. The ESCO shall prepare the final Energy Services Proposal, detailing the actual energy services and ESCO equipment to be provided, energy savings and cost guarantees, measurement and verification plans, and commissioning plans for the proposed measures. Measures will include items that save energy, water and other resources. The Cost Effectiveness Criteria for this project shall be as established in the Master Energy Services Agreement or as modified in Section III above. In addition, provide preliminary design of a city selected pyrolysis and dryer system as a replacement for the existing incinerator, V. SCHEDULE FOR COMPLETION Final completion of Investment Grade Energy Audit and preliminary design on or before September 1, 2018. 2018573Aagraf Authorization No. 2018-573 A (1) Page 2 of 2 AMERESC Green • Clean • Sustainable 941 222 Williams Avenue South, Suite 100 Renton, WA 98057 P: 206 522 4270 F_ 425 687 3171 ameresco.com March 10, 2016 Mr. Todd Flynn Department of Enterprise Services 1500 Jefferson Street SE PO Box 41012 Olympia, WA 98504-1401 SUBJECT: Energy Audit Fee Proposal City of Edmonds — Wastewater Treatment Plant Phase 6 — Incinerator Replacement Dear Todd. We are pleased to submit this proposal for the audit phase of the City of Edmonds Wastewater Treatment Plant Phase 6 Energy Efficiency Upgrades. Ameresco will provide engineering services for the subject project in accordance with the following: Engineering Services A. Audit Phase Services will include: Ameresco will undertake an Energy Audit of the Facilities. The Energy Audit will identify cost effective Energy Conservation Measures (ECM's). Ameresco will present to the Owner a written Energy Services Proposal, including the Energy Audit Documentation. The Energy Services Proposal will set forth at least the following: 1) A description of the systems which will receive ESCO Equipment and ESCO Services; 2) The Cost Effective ECM's to be installed or caused to be installed by Ameresco and a description of the ECM's analyzed but disqualified under the cost effectiveness criteria; 3) The services that Ameresco will perform on or in the Facility, including but not limited to _ engineering, construction management, the operations and maintenance procedures for use on ESCO Equipment, training for Facility personnel, providing warranty service, and equipment maintenance; 4) The Maximum Allowable Project Cost, itemized in detail; 5) Recommendations for replacement of Existing Equipment, along with recommendations for improvements to Existing Equipment and Operating Conditions; 6) The Baseline Energy Consumption for the identified systems, computed from monitoring building systems for 2-4 weeks and annualizing with historical data and including the data, methodology and variables used to compute the Baseline, and the Baseline calendar period which will not be less than twelve (12) months; Edmonds Wastewater Treatment Plant Phase 6 ESCO Page 2 of 5 7) The estimated Energy Savings and Energy Cost Savings that are expected to result from the installation of Ameresco Equipment and from Ameresco Service, and an explanation of the method used to make the estimate; 8) The method by which Energy Savings and Energy Cost Savings will be calculated during the term of the Energy Services Agreement; 9) A description of how Ameresco will finance its acquisition of Equipment and when title to the Equipment will pass to the Owner; 10) A description of how the Energy Cost Savings will be guaranteed by Ameresco; 11) A description of how Ameresco proposes to be compensated; 12) The term of the Energy Services Agreement; 13) The Termination Value for each year during the term of the Energy Services Agreement; 14) The schedule for project completion; 15) The nature and extent of work and equipment that Ameresco anticipates it will receive from other firms under sub -contract; 16) Preliminary measurement & verification (M&V) plan: Ameresco will provide on -going measurement and verification to help ensure the predicted savings are achieved throughout the first 1 year of the agreement. Post installation Measurement and Verification (M&V) will be performed based on the International Performance Measurement and Verification Protocol (IPMVP) — Option A (Retrofit Isolation -Key Parameter Measurement), and on Section IX — Method of Calculating Energy Savings and Energy Cost Savings. Ameresco will attend one annual meeting to review the Measurement & Verification results and reconcile energy savings. 17) Preliminary Design: Ameresco proposes to provide a preliminary design in sufficient detail to obtain contractor cost estimates and to develop a project budget that would be used in the Energy Services Proposal. This would provide funding to perform in-house design as well as hire design sub -consultants for mechanical, electrical, structural, process design and regulatory research such as Department of Ecology and PSCAA air permitting. The Preliminary Design becomes the property of the client regardless of the decision to proceed with the construction project. (Identified as item B in fee schedule below.) a) Audit phase design efforts or "Phase I" design will produce a preliminary design for the installation of the City -selected pyrolysis system, dryer, and ancillary equipment and its integration into the existing WWTP process and incinerator room. Phase I will include the preparation of a Basis of Design (BOD) technical memorandum and an Engineering Report in compliance with WAC 173-240-070. The BOD technical memorandum will be included in the Engineering Report, as well as, the code review, permit feasibility analysis, and construction sequencing analysis as described below. b) Developing the BOD will include review of recent plant telemetry for biosolids processing rate in order to update plant solids loading calculations and to determine capacity/sizing of the new system. (The plant SCADA monitoring data gathered since the Dewatering screw presses became operational suggest higher solids loading than previously assumed.) c) The engineering report will also include an overview of the selected technology, application and performance at other installations, and review of testing data (from site samples) used for sizing and verification of technological applicability to satisfy the new and developmental technology requirement(s) for submission of data per the Orange Book. d) Phase I will also include the preparation of pre -design drawings and review of the Ameresco-prepared Construction Work Scope Narrative. During this phase, Coal Creek Environmental will provide permitting assistance and coordination with applicable permitting agencies to assess air emissions permitting requirements. e) Preliminary design includes the development of 30% design drawings for the installation of selected equipment within the existing WWTP incinerator room. The 30% drawings will Edmonds Wastewater Treatment Plant Phase 6 ESCO Page 3 of 5 show general equipment sizing, layout, and configuration within the incinerator room. The 30% drawings will include general, demolition, process mechanical, structural, electrical, plumbing, fire suppression, and HVAC drawings. f) In the audit phase cost budgets for the "Phase II" design services will be developed. Phase II design would include the detailed design for the installation of the selected process equipment and its integration into the existing WWTP process, WWTP building structure and building mechanical systems, and WWTP building electrical systems. Phase II will also include engineering services during construction, start-up and commissioning engineering support, and project close-out. (Phase II design IS NOT included in this audit fee proposal.) Conservation measures will include items that save energy, water or other resources (including various operational cost savings measures associated with operating the existing biosolids incinerator). The Energy Audit will provide detailed documentation of fieldwork for the audit, calculation input and output in support of the recommendations made in the Energy Services Proposal, economic and engineering assumptions, sketches, floor plans and any other information developed in the course of the Audit. Cost Effectiveness Criteria It is understood that the cost effectiveness criteria for this project is as follows: 1. Future post -project cash flow, including utility bill savings, maintenance and operational savings, and financing costs will be neutral or positive with respect to pre -project cash flow, assuming a finance term of no more than 15 years and an annual energy cost escalation of 1.5%. 2. The selected Energy Conservation Measures (ECMs) will be evaluated as a bundle in determining whether or not they meet the cost-effectiveness criteria. 3. The total cost of implementing the ECMs will include the cost of the investment grade audit, design, labor and materials, construction management, DES fees, ESCO fees, bonding, permits, taxes, and other costs that may be agreed to. 4. All utility rebates, State grants, or other rebates and grants associated with the proposed bundle of ECMs will be deducted from the cost of implementing them before determining their cost-effectiveness. 5. No more than 90% of the energy cost savings and 100% of the maintenance and operational cost savings (purchased parts and service contracts, but not internal labor costs) will be used for the purpose of determining cost-effectiveness. Ameresco does not guarantee the maintenance cost savings. 6. The finance period for the proposed bundle of ECMs may not exceed their average useful life. If Ameresco develops a project that meets the cost effectiveness criteria, the client is responsible for the full amount of the audit; the item A "Energy Audit" fee can either be rolled into the construction contract or be paid in full by the client. Edmonds Wastewater Treatment Plant Phase 6 ESCO Page 4 of 5 Fee for Engineering Services: A. Basis and amount: Fixed Fee for Services A) Energy Audit: $61,600 B) Preliminary Design: $174,400 C) TOTAL: $236,000 It is understood by Ameresco that payment and terms are contingent upon the requirements set forth in the Energy Services Proposal. Furthermore, it is understood by Ameresco that item B "Preliminary Design" is a deliverable that becomes the property of the City and that Ameresco shall be paid $174,400 upon delivery of the Preliminary Design package. Schedule for En ineerin Services: The Energy Audit will be complete by August 15th, 2018. Preliminary results of the audit are intended to be provided to Edmonds in mid -July so that scope and costs can be evaluated and adjusted as necessary by early August. To meet this schedule, Ameresco would use 'working drawings' created by BHC to develop cost estimates. The formal preliminary design drawings and engineering report by BHC for "Phase 1" will be completed by September 1st, 2018. We at Ameresco, Inc. appreciate the opportunity to provide these services. If this proposal for Audit Services is satisfactory, please forward contract documents. Sincerely, Amer o, Inc. Grant A. Thorsland Regional Manager - Northwest Attachments: Fee Proposal, Conservation Measure Lists Exhibit A — BHC Consultants Scope of Work Exhibit B — BHC Consultants Preliminary Design Budget Edmonds Wastewater Treatment Plant Phase 6 ESCO Page 5 of 5 Project: Wastewater Treatment Plant Phase 6 — Incinerator Replacement Date: 3/10/2018 Hourly Summary: TA5tt Field/Audit Analysis/Calculations Evaluation of ECMs Report Write-up Customer Presentation Travel Total Hours: Hourly Rate: Estimated Fee for Services: Project Construction Manager Manager 55 18 55 0 27 27 24 0 18 18 22 11 201 73 $ 130 $ 120 $ $ 26,194 $ 8,768 $ Feld Audit Project Technician / Admin. Engineer TAB / Cx Assistant Tota@ Hours 77 18 0 168 66 0 4 126 9 0 0 62 9 0 0 33 9 0 4 49 27 4 0 64 197 22 9 503 120 $ 105 $ 75 23,648 $ 2,325 $ 664 $ 61,600 Item A- Energy Audit Fee $ 61,600 Item B -Preliminary Design Services (sub -consultants) $ 1.74,400 Total Audit Fee -Energy Project: $ 236,000 Project: Wastewater Treatment Plant Phase 6—Incinerator Replacement Pate: 3/1012018 Waste Water Treatment Plant Mechanical Conservation Measures Rank Ce ntri sys-Bloforcetech - Evaluate replacement of existing fluidized bed incinerator with a gas -fired dryer and Bioforcetech Pyrolysis system for decomposition of biosolids through a non -incineration process which yields a "green" renewable biproduct known as Biochar. SOLIDS-M1 -The measure will include the dewatered cake hopper, "schwing" pump, drying, 3 odor control modification, product conveyance to haul -away bin, control strategy development and integration to scada, and staff training. - The measure will save energy and offset operating costs associated with the current incinerator which is aged and increasingly more costly to operate. PAYBACK RANK NOTES: 1) Measures that are likely to pay for themselves through energy savings and utllity incentives. 2) Measures that may pay for themselves, or may require some capital infusion 3) Measures that wl11 require signiflcant(>50%1capltal Infusion