HomeMy WebLinkAboutExhibit 2PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement ("Agreement") is entered into this day of
, 20 (but effective as of , being the "Effective Date") by
and between the City of Miami, a Florida municipal corporation whose address is 444 SW 2nd
Avenue, 10h Floor, Miami, Florida 33130 ("City") and , a
("Provider")
, whose address is
RECITALS:
A. The City is piggybacking on the stated terms and conditions of that certain
contract by the State of Florida,
Department of Management Services, ITN No. DMS 973-320-08-1, Comprehensive Energy
Strategy, which enables the selected firm to perform work under the Guaranteed Energy
Performance Savings Contract Act, per §489.145 of the Florida Statutes. The parties
acknowledge this Agreement has adhered to all applicable provisions of Florida Statutes §
489.145, 287.055, 255.05, and 287.057.
B. The City is responsible for the operation, management and maintenance of the
facilities identified on Attachment A to this Agreement (the "Facility/ies")
C. A comprehensive investment grade technical energy audit (the "Energy Audit")
and savings analysis (the "Report") must be informed at the Facility in order to determine the
feasibility of entering into a guaranteed energy performance savings contract ("Energy
Performance Contract") to provide for the installation and implementation of Energy
Conservation Measures ("ECMs") at the Facility.
D. If the ECMs are demonstrated to be feasible, and if the amount of energy cost
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savings can be reasonably ascertained and guaranteed in an amount sufficient to cover all costs
associated with an energy performance contracting project at the Facility(ies), the Parties may
negotiate an Energy Performance Contract under which the firm shall design, procure, install,
implement, maintain and monitor such ECMs at the Facility (ies). The Parties intend to negotiate
an Energy Performance Contract under which the Company shall design, install and implement
ECMs and provide certain maintenance and monitoring services. However, nothing in this
Agreement shall be construed as an obligation on any of the Parties to execute an Energy
Performance Contract or other Agreement . The terms and provisions of such an Energy
Performance Contract shall be set forth in a separate agreement. This Agreement shall
automatically terminate upon the Parties' execution of an Energy Performance Contract relating
to the Facility(s).
E. The Commission of the City of Miami, by Resolution No. , adopted
on , 20_ , approved the piggyback by the City of the State of Florida
Contract No. 973-320-08-1 for Energy Savings Contracting, from various vendors, who are
qualified and listed under the state term contract, as may be amended, on a citywide, as needed,
when needed, contractual basis, effective until December 31, 2012, with the option to renew for
an additional five (5) year period, subject to any extensions and/or replacement contracts entered
into by the State of Florida. Further authorizing the City Manager to negotiate and execute
Professional Service Agreement(s) with the most highly qualified Energy Performance
Contractor ("EPC") selected for each project or building, under the terms and conditions set forth
herein. For purposes of this Agreement the term EPC shall mean the same as the term
"provider".
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NOW, THEREFORE, in consideration of the mutual covenants and promises herein
contained, Provider and the City agree as follows:
TERMS:
1. RECITALS: The recitals are true and correct and are hereby incorporated into and
made a part of this Agreement. The Services are hereby incorporated and made a part of this
Agreement, and attached hereto as Attachment "A". The State of Florida Contract Documents
are hereby incorporated into, and made a part of this Agreement, and attached hereto as
Attachment "C".
2. TERM: The term of this Agreement shall be for a period of
commencing on the effective date hereof.
3. OPTION TO EXTEND: The City shall have the option(s) to extend the term hereof
for a period of
4. SCOPE OF SERVICE:
A. Provider agrees to provide the Services as specifically described, and under the
special terms and conditions set forth in Attachment "A" hereto, which by this reference are
incorporated into and made a part of this Agreement.
B. Provider represents and warrants to the City that: (i) it possesses all
qualifications, licenses and expertise required under the Solicitation Documents for the
performance of the Services; (ii) it is not delinquent in the payment of any sums , materials,
equipment , or supplies due the City, including payment of permit fees, occupational licenses,
etc., nor in the performance of any obligations to the City, (iii) all personnel assigned to perform
the Services are and shall be, at all times during the term hereof, fully qualified and trained to
perform the tasks assigned to each; and (iv) the Services will be performed in the manner
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described in Attachment "A"; and (v) each person executing this Agreement on behalf of
Provider has been duly authorized to so excute the same and fully bind Provider as a party to this
Agreement.
5. COMPENSATION:
A. The amount of compensation payable by the City to Provider shall be based on
the payment schedule in Attachment "B".
6. OWNERSHIP OF DOCUMENTS: Provider understands and agrees that any
information, document, data, disc, compilation, software, report or any other material whatsoever
which is given by the City to Provider or which is otherwise obtained or prepared by Provider
pursuant to or under the terms of this Agreement is and shall at all times remain the property of
the City. Provider agrees not to use any such information, document, report or material for any
other purpose whatsoever without the written consent of City Manager , which may be withheld
or conditioned by the City Manager in the Manager's sole discretion.
7. AUDIT AND INSPECTION RIGHTS:
A. The City may, at reasonable times, and for a period of up to three (3) years
following the date of final payment by the City to Provider under this Agreement, audit, or cause
to be audited, at a location in Miami -Dade County, Florida, those books and records of Provider
which are related to Provider's performance under this Agreement. Provider agrees to maintain
all such books and records at its principal place of business for a period of three (3) years after
final payment is made under this Agreement.
B. The City may, at reasonable times during the term hereof, inspect Provider's
facilities and perform such tests, as the City deems reasonably necessary, to determine whether
the goods or services required to be provided by Provider under this Agreement conform to the
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terms hereof and/or the terms of the Solicitation Documents, if applicable. Provider shall make
available to the City all reasonable facilities and assistance to facilitate the performance of tests
or inspections by City representatives. All tests and inspections shall be subject to, and made in
accordance with, the provisions of Sections 18-100 through 18-102, of the Code of the City of
Miami, Florida, as same may be amended or supplemented, from time to time.
8. AWARD OF AGREEMENT:
Provider represents and warrants to the City that it
has not employed or retained any person or Firm employed by the City to solicit or secure this
Agreement and that it has not offered to pay, paid, or agreed to pay any person any fee,
commission, percentage, brokerage fee, or gift of any kind contingent upon or in connection
with, the award of this Agreement.
9. PUBLIC RECORDS: Provider understands that the public shall have access, at all
reasonable times, to all documents and information pertaining to City contracts, subject to the
provisions of Chapter 119, Florida Statutes, and agrees to allow access by the City and the public
to all documents subject to disclosure under applicable law. Provider's failure or refusal to
comply with the provisions of this section shall result in the immediate cancellation of this
Agreement by the City.
10. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS: Provider
understands that agreements between private entities and local governments are subject to certain
laws and regulations, including laws pertaining to public records, conflict of interest, record
keeping, etc. City and Provider agree to comply with and observe all applicable laws, codes and
ordinances as they may be amended from time to time.
11. INDEMNIFICATION: Provider shall indemnify, defend and hold harmless the
City and its officials, employees and agents (collectively referred to as "Indemnitees") and each
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of them from and against all loss, costs, penalties, fines, damages, claims, expenses (including
attorney's fees) or liabilities (collectively referred to as "Liabilities") by reason of any injury to
or death of any person or damage to or destruction or loss of any property arising out of,
resulting from, or in connection with (i) the performance or non-performance of the services
contemplated by this Agreement which is or is alleged to be directly or indirectly caused, in
whole or in part, by any act, omission, default or negligence (whether active or passive) of
Provider or its employees, agents or subcontractors (collectively referred to as "Provider"),
regardless of whether it is, or is alleged to be, caused in whole or part (whether joint, concurrent
or contributing) by any act, omission, default or negligence (whether active or passive) of the
Indemnitees, or any of them or (ii) the failure of the Provider to comply with any of the
paragraphs herein or the failure of the Provider to conform to statutes, ordinances, or other
regulations or requirements of any governmental authority, federal or state, in connection with
the performance of this Agreement. Provider expressly agrees to indemnify and hold harmless
the Indemnitees, or any of them, from and against all liabilities which may be asserted by an
employee or former employee of Provider, or any of its subcontractors, as provided above, for
which the Provider's liability to such employee or former employee would otherwise be limited
to payments under state Workers' Compensation or similar laws. This Indemnity shall be
interpreted to comply with § 725.06 and § 725.08, Fla. Stat., as applicable.
12. DEFAULT: If Provider fails to comply with any term or condition of this Agreement,
or fails to perform any of its obligations hereunder, then Provider shall be in default. Upon the
occurrence of a default hereunder the City, in addition to all remedies available to it by law, may
immediately, upon written notice to Provider, terminate this Agreement whereupon all payments,
advances, or other compensation paid by the City to Provider while Provider was in default shall
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be immediately returned to the City. Provider understands and agrees that termination of this
Agreement under this section shall not release Provider from any obligation accruing prior to the
effective date of termination. Should Provider be unable or unwilling to commence to perform
the Services within the time provided or contemplated herein, then, in addition to the foregoing,
Provider shall be liable to the City for all expenses incurred by the City in preparation and
negotiation of this Agreement, as well as all costs and expenses incurred by the City in the re -
procurement of the Services, including consequential and incidental damages.
13. RESOLUTION OF CONTRACT DISPUTES: Provider understands and agrees that
all disputes between Provider and the City based upon an alleged violation of the terms of this
Agreement by the City shall be submitted to the City Manager for his/her resolution, prior to
Provider being entitled to seek judicial relief in connection therewith. In the event that the
amount of compensation hereunder exceeds $25,000, the City Manager's decision shall be
approved or disapproved by the City Commission. Provider shall not be entitled to seek judicial
relief unless: (i) it has first received City Manager's written decision, approved by the City
Commission if the amount of compensation hereunder exceeds $25,000, or (ii) a period of sixty
(60) days has expired, after submitting to the City Manager a detailed statement of the dispute,
accompanied by all supporting documentation (90 days if City Manager's decision is subject to
City Commission approval); or (iii) City has waived compliance with the procedure set forth in
this section by written instruments, signed by the City Manager.
14. CITY'S TERMINATION RIGHTS:
A. The City Manager shall have the right to terminate this Agreement, in its sole
discretion, at any time, by giving written notice to Provider at least five (5) business days prior to
the effective date of such termination. In such event, the City Manager shall pay to Provider
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compensation for services rendered and expenses incurred prior to the effective date of
termination. In no event shall the City be liable to Provider for any additional compensation,
other than that provided herein, or for any consequential or incidental damages.
B. The City Manager shall have the right to terminate this Agreement, without notice
to Provider, upon the occurrence of an event of default hereunder. In such event, the City shall
not be obligated to pay any amounts to Provider and Provider shall reimburse to the City all
amounts received while Provider was in default under this Agreement.
15. INSURANCE: Provider shall, at all times during the term hereof, maintain such
insurance coverage as may be required by the City Risk Manager. All such insurance, including
renewals, shall be subject to the approval of the City Risk Manager for adequacy of protection
and evidence of such coverage shall be furnished to the City Risk Manager on Certificates of
Insurance indicating such insurance to be in force and effect and providing that it will not be
canceled during the performance of the services under this contract without thirty (30) calendar
days prior written notice to the City. Completed Certificates of Insurance shall be filed with the
City Risk Manager prior to the performance of services hereunder, provided, however, that
Provider shall at any time upon request file duplicate copies of the policies of such insurance
with the City.
If, in the judgment of the City Risk Manager, prevailing conditions warrant the provision
by Provider of additional liability insurance coverage or coverage which is different in kind, the
City Risk Manager reserves the right to require the provision by Provider of an amount of
coverage different from the amounts or kind previously required and shall afford written notice
of such change in requirements thirty (30) days prior to the date on which the requirements shall
take effect. Should the Provider fail or refuse to satisfy the requirement of changed coverage
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within thirty (30) days following the City's written notice, this Contract shall be considered
terminated on the date that the required change in policy coverage would otherwise take effect.
16. NONDISCRIMINATION: Provider represents and warrants to the City that Provider
does not and will not engage in discriminatory practices and that there shall be no discrimination
in connection with Provider's performance under this Agreement on account of race, color, sex,
religion, age, handicap, marital status or national origin. Provider further covenants that no
otherwise qualified individual shall, solely by reason of his/her race, color, sex, religion, age,
handicap, marital status or national origin, be excluded from participation in, be denied services,
or be subject to discrimination under any provision of this Agreement.
17. ASSIGNMENT: This Agreement shall not be assigned, sold, pledged, hypothecated,
or otherwise conveyed by Provider, in whole or in part, without the prior written consent of the
City's, which may be withheld or conditioned, in the City's sole discretion.
18. NOTICES: All notices or other communications required under this Agreement shall
be in writing and shall be given by hand -delivery or by registered or certified U.S. Mail, return
receipt requested, addressed to the other party at the address indicated herein or to such other
address as a parry may designate by notice given as herein provided. Notice(s) shall be deemed
given on the day on which personally delivered; or, if by mail, on the fifth day after being posted
or the date of actual receipt, whichever is earlier.
TO PROVIDER: TO THE CITY:
City Manager
444 SW 2nd Avenue, 10" Floor
Miami, Florida 33130
With copies to:
City Attorney
444 SW 2nd Avenue, Suite 945
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Miami, Florida 33130
19. MISCELLANEOUS PROVISIONS:
A. This Agreement shall be construed and enforced according to the laws of the State
of Florida. Venue in any proceedings shall be in Miami -Dade County, Florida. To expedite the
conclusion of litigation the parties voluntarily and freely waive their right to demand a jury trial
or to file permissive counterclaims in disputes between them concerning this Agreement.
B. Title and paragraph headings are for convenient reference and are not a part of
this Agreement.
C. No waiver or breach of any provision of this Agreement shall constitute a waiver
of any subsequent breach of the same or any other provision hereof, and no waiver shall be
effective unless made in writing.
D. Should any provision, paragraph, sentence, word or phrase contained in this
Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise
unenforceable under the laws of the United States, State of Florida, Miami -Dade County, or the
City of Miami, such provision, paragraph, sentence, word or phrase shall be deemed modified to
the extent necessary in order to conform with such laws, or if not modifiable, then same shall be
deemed severable, and in either event, the remaining terms and provisions of this Agreement
shall remain unmodified and in full force and effect or limitation of its use.
E. This Agreement constitutes the sole and entire agreement between the parties
hereto. No modification or amendment hereto shall be valid unless in writing and executed by
properly authorized representatives of the parties hereto.
20. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties
hereto, their heirs, executors, legal representatives, successors, or assigns.
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21. INDEPENDENT CONTRACTOR: Provider has been procured and is being
engaged to provide services to the City as an independent contractor, and not as an agent or
employee of the City. Accordingly, Provider shall not attain, nor be entitled to, any rights or
benefits under the Civil Service or Pension Ordinances of the City, nor any rights generally
afforded classified or unclassified employees. Provider further understands that Florida
Workers' Compensation benefits available to employees of the City are not available to Provider,
and agrees to provide workers' compensation insurance for any employee or agent of Provider
rendering services to the City under this Agreement.
22. CONTINGENCY CLAUSE: Funding for this Agreement is contingent on the
availability of funds and continued authorization for program activities and is subject to
amendment or termination due to lack of funds, reduction of funds and/or change in regulations,
upon thirty (30) days notice.
23. REAFIRMATION OF REPRESENTATIONS: Provider hereby reaffirms all of the
representations contained in the Solicitation Documents.
24. ENTIRE AGREEMENT: This instrument and its attachments constitute the sole and
only agreement of the parties relating to the subject matter hereof and correctly set forth the
rights, duties, and obligations of each to the other as of its date. Any prior agreements, promises,
negotiations, or representations not expressly set forth in this Agreement are of no force or
effect.
25. COUNTERPARTS: This Agreement may be executed in two or more counterparts,
each of which shall constitute an original but all of which, when taken together, shall constitute
one and the same agreement.
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26. SPECIAL INSURANCE AND INDEMNIFICATION RIDER: Please initial if
applicable:
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their respective officials thereunto duly authorized, this the day and year above
written.
ATTEST:
"City"
CITY OF MIAMI, a municipal
corporation
By:
Priscilla A. Thompson, City Clerk Pedro G. Hernandez, City Manager
ATTEST:
Print Name:
Title: Corporate Secretary
(Affix Corporate Seal)
"Provider"
a
By:
Print Name:
Title:
APPROVED AS TO LEGAL FORM AND APPROVED AS TO INSURANCE
CORRECTNESS: REQUIREMENTS:
JULIE O. BRU
City Attorney
LEEANN BREHM
Risk Management
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Scope of Enemy Audit
Name of Facility:
Address:
ATTACHMENT A
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The Firm will perform the Energy Audit and prepare the Report that specifically identifies the
energy improvements and operational changes which are recommended to be installed or
implemented at the Facility(iess). The Report shall contain detailed projections of energy and
cost savings to be obtained at the Facility(ies) as a result of the installation of the recommended
ECMs. The savings calculations must utilize assumptions, projections and baselines which best
represent the true value of future energy or operational savings for the Facility(ies) (i.e., accurate
marginal cost for each unit of savings at the time the audit is performed; documented material
and operational costs actually avoided; adjustments to the baseline to reflect current conditions at
the Facility(ies) compared to the historic base period; calculations which account for the
interactive effects of the recommended ECMs; etc.). The Report shall clearly describe how
utility tariffs were used to calculate savings for all ECMs. The Report shall describe the Firm's
plan for installing or implementing the ECMs in the Facility(ies), including all anticipated costs
associated with such installation and implementation. The primary purpose of the Report is to
provide an engineering and economic basis for negotiating an Energy Performance Contract
between the City and the Firm; however, the City shall be under no obligation to negotiate such a
contract.
The Firm shall perform the following tasks in performing the Energy Audit and preparing the
Report:
A. Collect General Facility(ies) Information
The Firm shall collect general Facility(ies) information such as: size, age, construction
type, condition and general use of the Facility(ies). The Firm shall also collect and
summarize Facility(ies) utility cost and consumption data for the most recent 24-36
month period. The Firm shall evaluate the impact on utility cost and consumption of any
energy initiatives currently being installed or currently planned to be installed by the City
in the Facility(ies) which will remain separate from the Energy Performance Contract
throughout the duration of that agreement.
The City shall make available (or cause its energy suppliers to make available) all
available records and data concerning energy and water usage for the Facility(ies) for the
most current 24-36 month period, if available, including: Utility records; occupancy
information; descriptions of any changes in the structure of the Facility(ies) or its heating,
cooling, lighting or other systems or energy requirements; descriptions of all major
energy and water consuming or energy and water saving equipment used in the
Facility(ies); any comfort problems, code deficiencies and description of energy
management procedures presently utilized. The City shall also make available a record
of any energy related improvements or modifications that have been installed during the
past three years, or are currently being installed or are currently planned to be installed by
the City in the Facility(ies) separate from the energy service agreement throughout the
duration of that agreement. The City shall also make available copies of drawings,
equipment logs and maintenance work orders to the Firm.
B. Analyze Existing_ Systems and Equipment
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The Firm shall compile an analysis based on a physical inspection of the major electrical
and mechanical systems at the Facility(ies), including:
1. Cooling systems and related equipment
2. Heating and heat distribution systems
3. Automatic temperature control systems and equipment
4. Air distribution systems and equipment
5. Outdoor ventilation systems and equipment
6. Kitchen and associated dining room equipment, if applicable
7. Exhaust systems and equipment
8. Hot water systems
9. Electric motors 5 HP and above, transmission and drive systems
10. Interior and exterior lighting
11. Laundry equipment, if applicable
12. Building Envelope
13. Water consumption end uses, such as restroom fixtures, water fountains,
irrigation, etc.
14. Other major energy using systems, if applicable.
The analysis shall address the following considerations:
the loads, efficiencies or hours of operation for each system (where
Facility(ies) operating or climatic conditions necessitate, engineering
estimates may be used, but for large fluctuating loads with high potential
savings appropriate measurements are required unless waived by the
City); and
2. current operating condition for each system.
The Firm shall conduct interviews with Facility(ies) operation and maintenance staff
regarding the Facility(ies)'s mechanical systems operation, occupancy patterns and
problems with comfort levels or equipment reliability.
C. Establish Base Year Consumption and Reconcile with End Use Consumption Estimates
The Firm may, upon recommendation by the City, analyze loading, usage and/or hours of
operation for all major end uses representing more than 5% of total Facility(ies)
consumption including, but not limited to:
1. Lighting
2. Heating
3. Cooling
4. HVAC motors (fans and pumps)
5. Plug load
6. Kitchen equipment
7. Other equipment
8. Miscellaneous
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Where loading and/or usage are highly uncertain, the Firm shall employ spot
measurement and/or short term monitoring at its discretion, or at the request of the City.
Reasonable applications of measurement typically include variable loads that are likely
candidates for conservation measures, such as cooling equipment. The Firm shall consult
with Facility(ies) staff and account for any unusual or anomalous utility bills which may
skew Base Year consumption from a reasonable representation.
Baseline Development: The Firm shall develop the City's Baseline model as part of the
Audit. The Firm and the City shall mutually agree on the Baseline model prior to final
contract approval by the City. The Baseline model shall represent pre-existing energy
consumption for all end uses within the building(s), not just those end uses affected by
the Firm's proposed Conservation Measures.
The Baseline model shall be developed with a whole -building simulation approach using
one of the following commercially -available energy simulation software packages:
• Carrier HAP
• Trane TRACE
• Elite (EZDOE)
• DOE -2 and variations (requires prior City approval)
The Firm shall use the same energy simulation software to develop the projected energy
cost savings that was used to develop the Baseline. Projected energy consumption must
be modeled using the same weather data and operating conditions as the established
Baseline model.
The Baseline model shall reflect all energy-related effects of the current design features
of the building(s) such as, but not limited to, quantity and type of glass, building
orientation with respect to the physical site, overall wall and roof thermal resistance
values, ventilation air requirements, humidity level, occupancy, and actual operating
schedules. The Baseline model shall incorporate the energy-related effects of all
renovations and/or modifications to the building envelope, internal spaces, and energy -
consuming systems subsequent to the date of original construction.
The Baseline model shall be developed in accordance with recommendations and
methods promulgated by professional societies and governmental organizations such as:
The Federal Energy Management Program's M&V Guidelines: Measurement and
Verification for Federal Energy Management Projects v. 3.0
The American Society of Heating, Refrigerating, and Air Conditioning Engineers
(ASHRAE)
Baseline Calibration: The Baseline model shall be developed and calibrated with the
assistance of utility bill data for no less than the immediately preceding 24 -month period
in order to develop an energy baseline model that is suitable for City consideration. A
detailed description of all existing Baseline conditions, development methods, calibration
procedures, adjustments, and assumptions for each building must be provided.
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D. Develop List of Potential ECMs
The Firm shall:
1. identify and propose potential ECMs for installation or implementation at the
Facility(ies), including water conservation measures
2. estimate the cost, savings and life expectancy of each proposed ECM; specify
Facility(ies) operations and maintenance procedures which will be affected by the
installation/implementation of the proposed ECMs;
3. provide analysis methodology, supporting calculations and assumptions used to
estimate savings, which shall be based on the life cycle cost calculations
described in section 255.255 of the Florida Statutes. Parties may reduce financing
amount by grants, rebates, or capital funding. However, pursuant to Florida
Statute 489.145 (4)(j), grants, rebates, or capital funding shall not be applied to
life cycle cost calculations.
4. provide a life cycle cost analysis of at least three (3) alternate system/equipment
schemes for potential ECMs that involve replacing major energy -consuming
equipment in accordance with the Florida Energy Modeling Program (FEMP)
available from DMS.
calculate projected energy cost savings as the difference between Baseline energy
costs and the costs that are expected to result from the proposed ECMs.
6. provide access to the computer simulation program and all inputs and
assumptions used, if requested by the City.
7. provide a preliminary commissioning plan for the proposed ECMs
8. provide detailed calculations for any rate savings proposals
9. provide detailed supporting calculations for any proposed maintenance or other
operational savings;
10. estimate any environmental costs or benefits of the proposed ECMs (e.g., disposal
costs, avoided emissions, water conservation, etc.)
11. comply with all applicable state, federal and local codes and regulations in effect
at the time of this analysis for all proposed ECMs.
E. Select Final Recommended ECMs
The Firm shall, in consultation with the City, recommend specific ECMs from its
preliminary compilation for installation and implementation at the Facility(ies).
F. Establish Measurement & Verification Methods
Measurement & Verification of cost savings shall be performed using a methodology
from The Federal Energy Management Program's M&V Guidelines: Measurement and
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Verification for Federal Energy Management Projects v. 3.0 and account for actual
savings as required in § 489.145(3)(d)(2) Florida Statutes. Actual savings are to be
measured against the Baseline in the Firm's Annual Reconciliation. The Firm shall state
which of the following Measurement & Verification methods will be used in the Firm's
Annual Reconciliation:
• Method A: Stipulated savings from maintenance or outside contracts shall show the
origin and signed agreement of acceptance by the City.
• Methods B, C, and D: Only verifiable data will be accepted. Degree Day and related
data sources shall be identified and agreed to in the audit document.
• All Measurement & Verification Methods: The Auditor and City shall agree to the
exact Measurement & Verification method for each audit on an individual CM basis
and stipulate it in the Audit.
• Each Audit: Each audit shall include the names of the Auditor, City, and review
person(s) as well as the phone number, email address, and credentials of each team
member.
G. Provide Cost and Fee Estimates
The Firm shall provide detailed estimates of all costs and fees associated with the
installation and implementation of the ECMs including:
1. engineering/design costs for individual ECMs
2. contractor/vendor estimates for individual ECM material and labor unit costs
3. Firm construction management fees for the project
4. overhead and profit
5. commissioning costs for individual ECMs
6. contingency costs
7. initial training costs
8. annual service fees including:
- measurement and verification
- maintenance
- performance monitoring
- ongoing training services
9. other costs/fee (specify)
H. Develop Savings Estimates
The City has endeavored to provide the Firm with sufficient general and specific
guidance in this Article 1 to develop the savings estimates for the Report. In the event
that questions arise as to the calculation of savings or whether certain items will be
allowed as savings, the Firm shall seek written guidance from the City. City's rejection
of certain calculations of savings or rejection of certain items as allowable savings in the
Report shall be at the risk of the Firm.
The following items will be allowed as savings or in the development of savings:I
" Unless otherwise agreed in writing, projected escalation rates shall tie to the Consumer
Price Index. The value of fuel and water unit savings shall be escalated using actual rate
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City material/commodity cost
Outside maintenance labor cost (if applicable)
Agreed escalation rates for natural gas
Agreed escalation rates for electricity
Agreed escalation rates for water
Agreed escalation rates for material/commodity cost savings
- Agreed escalation rates for allowable labor savings
The following items will not be allowed as savings or in the development of savings
without prior City approval:
City in-house labor cost
City deferred maintenance cost
Offset of future City capital cost
I. Deliver the Report
The Firm shall complete and deliver the Report to the City by (if blank,
then ninety (90) days from the effective date of this Agreement), in the following format:
1. An executive summary which describes the Facility(ies), ECMs evaluated,
analysis methodology, results and a summary table presenting the cost and
savings estimates for each ECM.
2. A discussion of ECMs not evaluated in detail and the explanation of why a
detailed analysis was not performed.
3. A summary of all utility bills, Base Year consumption and how it was established,
and end use reconciliation with respect to the Base Year including a discussion of
any unusual characteristics and findings.
4. Detailed descriptions for each ECM including analysis method, supporting
calculations (may be submitted in appendices), results, proposed equipment and
implementation issues.
5. Conclusions, observations and caveats regarding cost and savings estimates.
6. Thorough appendices which document the data relied upon to prepare the analysis
and how that data was collected. The appendices will include schedules A, B, E
and F to the potential Energy Performance Contract.
Acceptance of the Report by the City if ECMs are Feasible. The City shall conduct and
complete a technical review within sixty (60) days of its receipt of the Report, unless otherwise
stated in Attachment A. The City shall accept the Report if the recommended ECMs are feasible
and the projected energy cost savings are equal to or greater than the total projected costs of the
design and installation of the recommended ECMs. If the City determines that one or more of
increases as they occur over the term of the contract. The base rate value for each fuel and water
unit shall not devalue in the event of any rate decrease.
19
the recommended ECMs is not feasible, the City shall give the Firm written notice of any and all
said objections, in detail, within fourteen (14) days after completing its technical review of the
Report. The Firm shall correct the Report and submit a revised draft within twenty-one (21)
days of said notification. The City shall have fourteen (14) days from receipt of the revised
Report to notify the Firm if any objections have not been corrected. This re -submission process
shall continue until (1) the date all material concerns are resolved and the Report is accepted, or
(2) the dispute is otherwise resolved.
ATTACHMENT B
Negotiated Payment Schedule
(Compensation)
20
Attachment C
State of Florida Contract (No. 973-320-08-1) Documents
21
ATTACHMENT A
Scone of Enerw Audit
Name of Facility:
Address:
The Firm will perform the Energy Audit and prepare the Report that specifically identifies the
energy improvements and operational changes which are recommended to be installed or
implemented at the Facility(iess). The Report shall contain detailed projections of energy and
cost savings to be obtained at the Facility(ies) as a result of the installation of the recommended
ECMs. The savings calculations must utilize assumptions, projections and baselines which best-
represent
estrepresent the true value of future energy or operational savings for the Facility(ies) (i.e., accurate
marginal cost for each unit of savings at the time the audit is performed; documented material
and operational costs actually avoided; adjustments to the baseline to reflect current conditions at
the Facility(ies) compared to the historic base period; calculations which account for the
interactive effects of the recommended ECMs; etc.). The Report shall clearly describe how
utility tariffs were used to calculate savings for all ECMs. The Report shall describe the Firm's
plan for installing or implementing the ECMs in the Facility(ies), including all anticipated costs
associated with such installation and implementation. The primary purpose of the Report is to
provide an engineering and economic basis for negotiating an Energy Performance Contract
between the City and the Firm; however, the City shall be under no obligation to negotiate such a
contract.
13
The Firm shall perform the following tasks in performing the Energy Audit and preparing the
Report:
A. Collect General Facilitv(ies) Information
The Firm shall collect general Facility(ies) information such as: size, age, construction
type, condition and general use of the Facility(ies). The Firm shall also collect and
summarize Facility(ies) utility cost and consumption data for the most recent 24-36
month period. The Firm shall evaluate the impact on utility cost and consumption of any
energy initiatives currently being installed or currently planned to be installed by the City
in the Facility(ies) which will remain separate from the Energy Performance Contract
throughout the duration of that agreement.
The City shall make available (or cause its energy suppliers to make available) all
available records and data concerning energy and water usage for the Facility(ies) for the
most current 24-36 month period, if available, including: Utility records; occupancy
information; descriptions of any changes in the structure of the Facility(ies) or its heating,
cooling, lighting or other systems or energy requirements; descriptions of all major
energy and water consuming or energy and water saving equipment used in the
Facility(ies); any comfort problems, code deficiencies and description of energy
management procedures presently utilized. The City shall also make available a record
of any energy related improvements or modifications that have been installed during the
past three years, or are currently being installed or are currently planned to be installed by
the City in the Facility(ies) separate from the energy service agreement throughout the
duration of that agreement. The City shall also make available copies of drawings,
equipment logs and maintenance work orders to the Firm.
B. Analyze Existing Svstems and Equipment
The Firm shall compile an analysis based on a physical inspection of the major electrical
and mechanical systems at the Facility(ies), including:
1. Cooling systems and related equipment
2. Heating and heat distribution systems
3. Automatic temperature control systems and equipment
4. Air distribution systems and equipment
5. Outdoor ventilation systems and equipment
6. Kitchen and associated dining room equipment, if applicable
7. Exhaust systems and equipment
8. Hot water systems
9. Electric motors 5 HP and above, transmission and drive systems
10. Interior and exterior lighting
11. Laundry equipment, if applicable
12. Building Envelope
13. Water consumption end uses, such as restroom fixtures, water fountains,
irrigation, etc.
14
14. Other major energy using systems, if applicable.
The analysis shall address the following considerations:
the loads, efficiencies or hours of operation for each system (where
Facility(ies) operating or climatic conditions necessitate, engineering
estimates may be used, but for large fluctuating loads with high potential
savings appropriate measurements are required unless waived by the
City); and
2. current operating condition for each system.
The Firm shall conduct interviews with Facility(ies) operation and maintenance staff
regarding the Facility(ies)'s mechanical systems operation, occupancy patterns and
problems with comfort levels or equipment reliability.
C. Establish Base Year Consumption and Reconcile with End Use Consumption Estimates
The Firm may, upon recommendation by the City, analyze loading, usage and/or hours of
operation for all major end uses representing more than 5% of total Facility(ies)
consumption including, but not limited to:
1.
Lighting
2.
Heating
3.
Cooling
4.
HVAC motors (fans and pumps)
5.
Plug load
6.
Kitchen equipment
7.
Other equipment
8.
Miscellaneous
Where loading and/or usage are highly uncertain, .the Firm shall employ spot
measurement and/or short term monitoring at its discretion, or at the request of the City.
Reasonable applications of measurement typically include variable loads that are likely
candidates for conservation measures, such as cooling equipment. The Firm shall consult
with Facility(ies) staff and account for any unusual or anomalous utility bills which may
skew Base Year consumption from a reasonable representation.
Baseline Development: The Firm shall develop the City's Baseline model as part of the
Audit. The Firm and the City shall mutually agree on the Baseline model prior to final
contract approval by the City. The Baseline model shall represent pre-existing energy
consumption for all end uses within the building(s), not just those end uses affected by
the Firm's proposed Conservation Measures.
The Baseline model shall be developed with a whole -building simulation approach using
one of the following commercially -available energy simulation software packages:
• Carrier HAP
• Trane TRACE
• Elite (EZDOE)
15
• DOE -2 and variations (requires prior City approval)
The Firm shall use the same energy simulation software to develop the projected energy
cost savings that was used to develop the Baseline. Projected energy consumption must
be modeled using the same weather data and operating conditions as the established
Baseline model.
The Baseline model shall reflect all energy-related effects of the current design features
of the building(s) such as, but not limited to, quantity and type of glass, building
orientation with respect to the physical site, overall wall and roof thermal resistance
values, ventilation air requirements, humidity level, occupancy, and actual operating
schedules. The Baseline model shall incorporate the energy-related effects of all
renovations and/or modifications to the building envelope, internal spaces, and energy -
consuming systems subsequent to the date of original construction.
The Baseline model shall be developed in accordance with recommendations and
methods promulgated by professional societies and governmental organizations such as:
The Federal Energy Management Pro, -am 's Mcg V Guidelines: Measurement and
Verification for Federal EnerD; Management Projects i� 3, 0
The American Society) of Heating Refrigerating, and Air Conditioning Engineers
(ASHRAE)
Baseline Calibration: The Baseline model shall be developed and calibrated with the
assistance of utility bill data for no less than the immediately preceding 24 -month period
in order to develop an energy baseline model that is suitable for City consideration. A
detailed description of all existing Baseline conditions, development methods, calibration
procedures, adjustments, and assumptions for each building must be provided.
D. Develop List of Potential ECMs
The Firm shall:
1. identify and propose potential ECMs for installation or implementation at the
Facility(ies), including water conservation measures
2. estimate the cost, savings and life expectancy of each proposed ECM; specify
Facility(ies) operations and maintenance procedures which will be affected by the
installation/implementation of the proposed ECMs;
provide analysis methodology, supporting calculations and assumptions used to
estimate savings, which shall be based on the life cycle cost calculations
described in section 255.255 of the Florida Statutes. Parties may reduce financing
amount by grants, rebates, or capital funding. However, pursuant to Florida
Statute 489.145 (4)0), grants, rebates, or capital funding shall not be applied to
life cycle cost calculations.
4. provide a life cycle cost analysis of at least three (3) alternate system/equipment
schemes for potential ECMs that involve replacing major energy -consuming
M�
equipment in accordance with the Florida Energy Modeling Program (FEMP)
available from DMS.
calculate projected energy cost savings as the difference between Baseline energy
costs and the costs that are expected to result from the proposed ECMs.
6. provide access to the computer simulation program and all inputs and
assumptions used, if requested by the City.
7. provide a preliminary commissioning plan for the proposed ECMs
provide detailed calculations for any rate savings proposals
provide detailed supporting calculations for any proposed maintenance or other
operational savings;
10. estimate any environmental costs or benefits of the proposed ECMs (e.g., disposal
costs, avoided emissions, water conservation, etc.)
11. comply with all applicable state, federal and local codes and regulations in effect
at the time of this analysis for all proposed ECMs.
E. Select Final Recommended ECMs
The Firm shall, in consultation with the City, recommend specific ECMs from its
preliminary compilation for installation and implementation at the Facility(ies).
F. Establish Measurement & Verification Methods
Measurement & Verification of cost savings shall be performed using a methodology
from The Federal Energy Management Program's M&V Guidelines: Measurement and
Verification for Federal Energy Management Projects 1,.3.0 and account for actual
savings as required in § 489.145(3)(d)(2) Florida Statutes. Actual savings are to be
measured against the Baseline in the Firm's Annual Reconciliation. The Firm shall state
which of the following Measurement & Verification methods will be used in the Firm's
Annual Reconciliation:
• Method A: Stipulated savings from maintenance or outside contracts shall shoe the
origin and signed agreement of acceptance by the City.
• Methods B. C. and D: Only verifiable data will be accepted. Degree Day and related
data sources shall be identified and agreed to in the audit document.
• All Measurement & Verification Methods: The Auditor and City shall agree to the
exact Measurement & Verification method for each audit on an individual CM basis
and stipulate it in the Audit.
• Each Audit: Each audit shall include the names of the Auditor, City, and review
person(s) as well as the phone number, email address, and credentials of each team
member.
G. Provide Cost and Fee Estimates
17
The Firm shall provide detailed estimates of all costs and fees associated with the
installation and implementation of the ECMs including:
1. engineering/design costs for individual ECMs
2. contractor/vendor estimates for individual ECM material and labor unit costs
I Firm construction management fees for the project
4. overhead and profit
5. commissioning costs for individual ECMs
6. contingency costs
7. initial training costs
8. annual service fees including:
- measurement and verification
- maintenance
- performance monitoring
- ongoing training services
9. other costs/fee (specify)
H. Develop Savings Estimates
The City has endeavored to provide the Firm with sufficient general and specific
guidance in this Article 1 to develop the savings estimates for the Report. In the event
that questions arise as to the calculation of savings or whether certain items will be
allowed as savings, the Firm shall seek written guidance from the City. City's rejection
of certain calculations of savings or rejection of certain items as allowable savings in the
Report shall be at the risk of the Firm.
The following items will be allowed as savings or in the development of savings:1
- City material/commodity cost
- Outside maintenance labor cost (if applicable)
- Agreed escalation rates for natural gas
- Agreed escalation rates for electricity
- Agreed escalation rates for water
- Agreed escalation rates for material/commodity cost savings
- Agreed escalation rates for allowable labor savings
The following items will not be allowed as savings or in the development of savings
without prior City approval:
City in=house labor cost
City deferred maintenance cost
Offset of future City capital cost
I. Deliver the Report
1' Unless otherwise agreed in writing, projected escalation rates shall tie to the Consumer
ZD
Price Index. The value of fuel and water unit savings shall be escalated using actual rate
increases as they occur over the term of the contract. The base rate value for each fuel and water
unit shall not devalue in the event of any rate decrease.
IN
The Firm shall complete and deliver the Report to the City by (if blank,
then ninety (90) days from the effective date of this Agreement), in the following format:
1. An executive summary which describes the Facility(ies), ECMs evaluated,
analysis methodology, results and a summary table presenting the cost and
savings estimates for each ECM.
2. A discussion of ECMs not evaluated in detail and the explanation of why a
detailed analysis was not performed.
I A summary of all utility bills, Base Year consumption and how it was established,
and end use reconciliation with respect to the Base Year including a discussion of
any unusual characteristics and findings.
4. Detailed descriptions for each ECM including analysis method, supporting
calculations (may be submitted in appendices), results, proposed equipment and
implementation issues.
Conclusions, observations and caveats regarding cost and savings estimates.
6. Thorough appendices which document the data relied upon to prepare the analysis
and how that data was collected. The appendices will include schedules A, B, E
and F to the potential Energy Performance Contract.
Acceptance of the Report by the City if ECMs are Feasible. The City shall conduct and
complete a technical review within sixty (60) days of its receipt of the Report, unless otherwise
stated in Attachment A. The City shall accept the Report if the recommended ECMs are feasible
and the projected energy cost savings are equal to or greater than the total projected costs of the
design and installation of the recommended ECMs. If the City determines that one or more of
the recommended ECMs is not feasible, the City shall give the Firm written notice of any and all
said objections, in detail, within fourteen (14) days after completing its technical review of the
Report. The Firm shall correct the Report and submit a revised draft within twenty-one (21)
days of said notification. The City shall have fourteen (14) days from receipt of the revised
Report to notify the Firm if any objections have not been corrected. This re -submission process
shall continue until (1) the date all material concerns are resolved and the Report is accepted, or
(2) the dispute is otherwise resolved.
19
ATTACHMENT B
Negotiated Payment Schedule
(Compensation)
20
Attachment C
State of Florida Contract (No. 973-320-08-1) Documents
21