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AG 17-015 RETURN TO: PW ADMIN EXT: 2700 ID#: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: PUBLIIC WORKS/ 2. ORIGINATING STAFF PERSON: `.)WOC- kkc .e- V vrn�L, ExT: 3. DATE REQ.BY: 3. TYPE OF DOCUMENT(CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP,RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G.BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION cO Trt tii T a.7f NI}MLl+aT(AG#):VI-ot) Q INTERLOCAL ❑ OTHER 14. PROJECT NAME: `1 1 lit 5. NAME OF CONTRACTOR: L r R , 1/ 'JI ADDRESS: TELEPHONE: E-MAIL: FAX: SIGNATURE NAME: TITLE: 6. EXHIBITS AND ATTACHMENTS:❑ SCOPE,WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS ; CFW LICENSE# BL,EXP 12/31/ UBI# EXP. 7. TERM: COMMENCEMENT DATE: COMPLETION DATE: S. TOTAL COMPENSATION:$ — �� (INCLUDE EtAND S� SALES TAX,IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLEO�RATES) REIMBURSABLE EXPENSE: ❑YES ❑NO IF YES,MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED: ❑YES ❑NO IF YES,$ PAID BY: ❑CONTRACTOR ❑CITY RETAINAGE: RETAINAGE AMOUNT: a RETAINAGE AGREEMENT(SEE CONTRACT) OR a RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE TO: 9. DOCUMENT/CONTRACT REYIEW INuuLL i'D,A;k:RLVIE WT-D INITIAL DATE APP awp ❑ PROJECT MANAGER • 9-LNUION MANAGER EPLITY DIRECTOR S Ill' � L.v SI-DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW DEPT 10. COUNCIL APPROVAL(IF APPLICABLE) SCHEDULED COMMITTEE DATE: COMMITTEE APPROVAL DATE: SCHEDULED COUNCIL DATE: COUNCIL APPROVAL DATE: 11. CONTRACT SIGNATURE ROUTING ❑ SENTTO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES,EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTTFIC.ATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (INCLUDE DEPT.SUPPORT STAFF IF NECESSARY AND FEEL FREE TO SET NOTIFICATION MORE THAN A MONTH IN ADVANCE IF COUNCIL APPROVAL IS NEEDED.) INITIAL/DATE SIGNED ❑ FINANCE DEPARTMENT ❑ LAw DEPT l SIGNATORY(MAYOR OR IRECTOR) l0 vo c ❑ CITY CLERK CA(I ❑ ASSIGNED AG# AG# t Q ❑ SIGNED COPY RETURNED DATE SENT. ❑RETURN ONE ORIGINAL COMMENTS: C C9-R �� _ EXECUTE° "ORIGINALS VI-0 4 vii 1/20I8 DES Energy Program COP-FA Coversheet Client Name City of Federal Way COP/FA Number 2 Project Number 2017-141 G (1-1) Project Title Street Lighting Upgrades Date 2/13/2020 Construction Additional IFIXtUre Scope $ 1,837.22 Ameres-co-- Site Supervisin $ 2,06-.—oo Additional Gateway $ 3*296.00 Sub-total $ 7,533.22 Bond (26/G) 2.00% $ 150.66 Subtotal $ 7,683.88 Sales Tax 0.0% lConstruction Subtotal $ 7,683.8-8- Professional Services Percent Design 0% $ 819.66 CM 0% $ 2,087.37 OH&P 0% $ - Subtotal $ 2,907.03 Sales Tax 0.00% $ - PS Subtotal $ 2,907.03 Total Cost of Change = 10,590.6-1-1 Use contingency funds Q Use additional owner funds EI Acknowledgement of Total Cost of Change Date Client Agency --,730:21 1,51 iH I., ESCO DES Energy Project Manager 2- -2,1 - ZO Zo � Washington State Department of r(�Enterprise Services FACILITIES DIVISION C€ty of ruderal trVay CONTRACT 2017-141 G ENGINEERING&ARCHITECTURAL SERVICES(E&AS) CLIENT(AGENCY) NO. (1-1) ENERGY CONTRACT CHANGE ORDER PROPOSAL(COP) Strect 1_Irjl�kinn [.117rjr;:ln: _ — COP No. 2 PROJECT TITLE TO. Ameresco (ESCO) PROPOSAL REQUEST DATE: 2/1312020 You are directed to prepare a cost proposal for the work described below and/or detailed on the attachments referred to: The installation of 24 additional fixtures,3 additional gateways and troubleshooting of 24 fixtures with issues,Purchase two a'di[ional gateways. U.1 Y- W C9 J Q Yp 0 a O a - REASON FOR CHANGLO DESIGN ERRORS O DESIGN OMMISSIONS o AGENCY O LATENTCONDITIONS o CODE REQUIREMENTS o VALUE ENGINEERING # EXPLANATION: DATE PROPOSAL REQUIRED: CHANGE ORIGINATED BY: Ameresco,Inc (14 days from Request Date,unless other date agreed to) Y PROPOSAL REQUESTED BY: Marcus Eidal TO: Ameresco _(ESCO) TO: Steve Butros PM(E&AS) CONTRACT SUM: ❑ NO CHANGE $7,683.88 o INCREASE OF Seven thousand six hundred eighty three&881100 $ ran (WASHINGTON STATE SALES TAX NOT INCLUDED) IL ❑ DECREASE 92 In accordance with the General Conditions,Cost Estimate Detail Sheet(s)are attached hereto. o CONTRACT TIME: V Ya NO CHANGE o ❑ INCREASE OF _ CALENDAR DAYS ❑ DECREASE The foregoing amount covers everything required in connection with the change. All other provisions of the contract remain in full force and effect. We understand that this proposal does not constitute authorization to proceed with the specified changes in the work until incorporation of this COP into a Change Order by the Department of FE rpiIF,-Se+v'r.^s. Ameresco BY »-�_ �—• i—`_ `/ ESCO SIGNATURE DATE o TO:The Department of Enterprise Services'Authorizing Signator i-_: We have carefully exam' I roposal and find the cost to be reason:ablo. Therefam,we recommend acceptance. r❑ z ESCO DATE E&AS COST VERIFICAT10N DATE ECJ i•..�. Liu CLIENT DATE E&A5 P€airCT MANAGER DATE FORM DES-EA-099 (Revised 112512013) fry— ; ��• �� .i � � _ l_ HANGE ORDER RDR PR ` ' O ALProviding TEGGElectrical Services CCN# 10 Seahurst Electric Date: 1/22/2020 2915 Chestnut St Project Name: Ameresco-Federal Way Lighting Everett,WA 98201 Project Number. 115850 Contact: Justin Kerr Page Number: 1 E-mail: Jkerr@Seahurst_com Client Address: Ameresco Contact Marcus Eidal 222 Williams Ave S Suite 100 Renton, Washington Contact: Marcus Eidal E-mail: meidal@ameresco.com Work Description We reserve the right to correct this quote for errors and omissions. SCOPE: Install 3 additional gateways,All gateway and gateway hardware to be supplied by Others. EXCLUSIONS: This quote covers direct costs only and we reserve the right to claim for impact and consequential costs. This price is good for acceptance within 10 days from the date of receipt. We request a time extension of X days. We will supply and install all materials,labor,and equipment as per your instructions on CCN#10. Itemized Breakdown Description Qty Net Price Total Mat LaborU Total Hrs. #12 XHHW BLACK 900 289.86 M 260.87 0.00M 0.00 1872A MULTI-MEDIA 4P CAT6 CMR CBL 150 236.51 M 35.48 0.00M 0.00 Foreman Labor for Gateway 3 0.00 E 0.00 8.00E 24.00 Electrician Labor for Gateway 3 0.00E 0.00 8.00E 24.00 Totals 1,056 296.35 48.00 Summary General Materials 296.35 Total Material 296.35 ELECTRICIAN (24.00 Hrs @$90.02) 2,160.48 FOREMAN (24.00 Hrs @$96.40) 2,313.60 Bucket Trude (3.00 @ 8.00 @$65.00+0.000%+0.000%+0.000%) 1,560.00 Subtotal 6,330.43 Overhead (@ 10.000%) 633.04 Markup (@ 5.000%) 348.17 Subtotal 7,311.64 ORIGINAL CHANGE ORDER PROPOSAL Client Address: Seahurst Electric CCN# 10 Ameresco Date: 1/2212020 Ever Chestnut 222 Williams Ave S Suite 100 Project Name: Ameresco-Federal Way Lighting Everett,WA 98200 1 Renton, Washington Project Number: 115850 Page Number: 2 Summary (Cont'd) Final Amount $7,311.64 CLIENTACCEPTANCE CCN M 10 Final Amount:$7,311.64 Name: Date: Signature: Change Order#: I hereb/accept Y-7777 and aLAharize the cormaaor n ax plew Gie:&,-- -i vmdc ORIGINAL L 9!7LECTRIC Providing TEGIF Electrical Services CHANGE ORDER R Fes—R POSAL Seahurst Electric CCN# 12 Date_ 1/3112020 2915 Chestnut St Justin Kerr Project Name: Ameresco-Federal Way Lighting Contact u Everett, 982001 ProjectNumber: 115850 E-mail: Jkerr@Seahurst.com Page Number: 1 Client Address: Ameresco Contact: Marcus Eidal 222 Williams Ave S Suite 100 Renton, Washington Contact: Marcus Eidal E-mail: meidal@ameresco.com Work Description We reserve the right to correct this quote for errors and omissions. SCOPE: Replace the (24) below listed fixtures. EXCLUSIONS:Any additional beyond typical traffic control not included.Any light fixture closer than 1 Oft to overhead line voltage power lines. This proposal excludes the light on Military and 296th as this is already being replaced per original contract. This quote covers direct costs only and we reserve the right to claim for impact and consequential costs. 'chis price is goad for acceptance within 10 days from the date of receipt. We request a time extension of X days. VVe will supply and install all materials,labor,and equipment as per your instructions on CCN#12. Itemized Breakdown Description Qty Net Price Total Mat LaborU Total Hrs. Foreman Labor 3 0.00E 0.00 8.00 E 24.00 Electrician Labor 3 0.00 E 0.00 8.00 E 24.00 Totals 6 0.00 48.00 Summary ELECTRICIAN (24.00 Hrs @$90.02) 2,160.48 FOREMAN (24.00 Hrs @$96.40) 2,313,60 Bucket Truck (48.00 @ 0.50 @$65.00+0.000%+0.000%+0.000%) 1,560.00 Subtotal Overhead (@ 10.000%) 6,034.08 Markup (@ 5.000%) 603.41 331.87 Subtotal 6,969.36 Final Amount $6,969.36 CLIENTACCEPTANCE ORIGINAL CHANGE ORDER PROPOSAL Client Address: Seahurst Electric CCN# 12 2915 Chestnut St Ameresco Date: 1/31/2020 Everett,WA 98201 222 Williams Ave S Suite 100 Project Name: Amerescn-Federal Way Lighting Renton, Washington Project Number: 115850 Page Number: 2 CCN#:12 Final Amount:$6,969.36 Name: Date: Signature: Change Order#: ORIGINAL T, Providing TE6C Electrical Services `� , `` ORDER, �D PROPOSAL CCN# 13 Seahurst Electric Date: 1/31/2020 2915 Chestnut St Project Name: Ameresco-Federal Way Lighting Everett,WA 98201 Project Number: 115850 Contact: Justin Kerr Page Number: 1 E-mail: Jkerr@Seahurst.com Client Address: Ameresco Contact Marcus Eidal 222 Williams Ave S Suite 100 Renton, Washington Contact: Marcus Eidal E-mail: meidal@ameresco.com Work Description We reserve the right to correct this quote for errors and omissions. SCOPE:Troubleshoot the attached fixture locations for power,fuse,cobrahead and node operational verification.This will be priced at a T&M rate using the below costs. ROM for 1 Hr per fixture at 24 Fixtures equals 'f(o f ? '! AA, EXCLUSIONS: P's 04 a This quote covers direct costs only and we reserve the right to claim for impact and consequential costs. This price is good for acceptance within 10 days from the date of receipt. We request a time extension of_X days. We will supply and install all materials,labor,and equipment as per your instructions on CCN#13. Itemized Breakdown Description Qty Net PriceU Total Mat. LaborU Total Hrs. Foreman Labor 1 0.00 E 0.00 1.00E 1.00 Electrician Labor 1 0.00E 0.00 1.00 E 1.00 Totals 2 0.00 2.00 Summary ELECTRICIAN (1.00 Hrs @$90.02) 90.02 JOURNEYMAN (1.00 Hrs @$96.40) 96.40 Bucket Truck (2.00 @ 0.50 @$65.00+0.000%+0.000%+0.000%) 65.00 Subtotal 251.42 Overhead (@ 10.000%) 25.14 Markup (@ 5.000%) 13.83 Subtotal 290.39 Final Amount $290.39 ORIGINAL CHANGE ORDER PROPOSAL Client Address: Seahurst Electric CCN# 13 Ameresco Date: 1/31/2020 2915 Chestnut St 222 Williams Ave S Suite 100 Project Name: Ameresco-Federal Way Lighting Everett,WA 98201 Renton, Washington Project Number: 115850 Page Number: 2 CLIENTACCEPTANCE CCN#.13 Final Amount:$290.39 Name: Date: Signature: Change Order#: ORIGINAL Date: Feb 14, 2020 Quote: GRASB20-17524-2 O}� `Page 112 works to your advantage Graybar Electric Company, Inc. 1919 6th Avenue SOLIth Seattle WA 98134 Phone, (206) 292-4848 Fax: (206) 701-2949 From: NATIONAL2 Project New Project-AMERESCO-CITY OF Quoter Ph: FEDERAL WAY email: Location FEDERALWAY WA Quote GRASB20-17524-2 To: Marcus Eidel For Ameresco Bid Date Feb 14, 2020 222 Willaims Avenue S. Expires Mar 15, 2020 Suite 100 Renton WA 98057 Phone: (206) 708-2936 EMail: meidal@ameresco.com QTY Type MFG Part Price UQ ExtPrice 2 CIMCON LTG WG-U-ATT $1,648.00 $3,296.00 Total: $3,296.00 Graybar Electric Company, Inc. NATIONAL2 Page 112 RETURN TO: PW ADMIN EXT: 2700 ID#:. q CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: PUBLIC WORKS/ 2. ORIGINATING STAFF PERSON: (�)V<& ': �l�V'- EXT: .G I 1 3. DATE REQ.BY: I-/V C 3. TYPE OF DOCUMENT(CHECK ONE): o CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,REP,RFQ) ❑ PUBLIC WORKS CONTRACT 0 SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT 0 MAINTENANCE AGREEMENT o GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG o REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G.BOND RELATED DOCUMENTS) o ORDINANCE 015— ❑ RESOLUTION CONTRACT AMENDMENT(AG#): l1. aINTERLOCAL . THER C '1G.6qz C` Q v — cka A ( (N1 1VE Sj S4Q YNR lo SC 1L `- vuA nc • t � ( rl 4. PROJECT NAME: �( T A 1 ".,,.`= C-� , lel ,. L.`/-'i1 k,.„iv.S `• ,L.--L/ Cc 14(,U?IS�(,1.`i ( ►' (.� -tt�c�t=CCV Gi. v� ,z j .. . 'C.A � � f.4. -1)1'/ 4 5. NAME OF CONTRACTOR: P.'t ii t 0r t I.r ` "t Av:t`r i k/' .S- 1\.,•Ply i'.5 l C k .-'((1,.,---(7-6(Gj ADDRESS: [ TELEPHONE: E-MAIL: FAX: SIGNATURE NAME: TITLE: 6. EXHIBITS AND ATTACHMENTS:o SCOPE,WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS o PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES 0 PRIOR CONTRACT/AMENDMENTS CFW LICENSE# BL,EXP. 12/31/_ UBI# 11 EXP. / / 7)1.51) (t.�:..Lek: C}tr ' • ,/,. 7. TERM: COMMENCEMENT DATE: COMPLETION DATE: 12./ 31 / Z Z.- -�„10:31f;Hl.v: +•'yell-5/.3c 8. TOTL COMPENSATION:$ " a,V'14-1 Vi3. -36- (INCLUDE EXPENSES AND SALES TAX,IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑YES 0 NO IF YES,MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED: 0 YES 0 NO IF YES, PAID BY: 0 CONTRACTOR 0 CITY RETAINAGE: RETAINAGE AMOUNT: C„2.�„ (ii"itii ' ❑RETAINAGE •GREEMENT(SEE CONTRACT) OR ❑RETAINAGE BOND PROVIDED PURCHASING: PLEASE CHARGE TO: ,' / ! ,iv A i 'A 9. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED o PROJECT MANAGER o DIVISION MANAGER 7<DEPUTY DIRECTOR -'LL/ i r G DIRECTOR V 1-/ 1 \LZ,1�_ ❑ K MANAGEMENT (IF APPLICABLE) AW DEPT t(/4//4 it 10. COUNCIL APPROVAL(IF APPLICABLE) SCHEDULED COMMITTEE DATE: COMMITTEE APPROVAL DATE: I SCHEDULED COUNCIL DATE: COUNCILAPPROVALDATE: 4 11. CO TRACT SIGNATURE ROUTING `' /, •2��a�I�i' jl • /� SENT TO VENDOR/CONTRACTOR DATE SENT: „__jJQTERREVD: (J ❑ TTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LI ENSES,EXHIBITS 02 1( o CREATE ELECTRONIC REMINDER/NOTIFICATION FOR I MONTH PRIOR TO EXPIRATION DATE 49M 4' (INCLUDE DEPT.SUPPORT STAFF IF NECESSARY AND FEEL FREE TO SET NOTIFICATION MORE THAN A MONTH IN ADVANCE IF COUNCIL APPROVAL IS NEEDED.) �/�. INITIAL/DATE SIGNED 07, IX I INANCE DEPARTMENT WO 4v , o LAW DEPT VSIGNATORY AYOR•••• DIRECTOR) � � � �- �� '/ L • �� Ii CITY CLERK / ilIZ AI RO N D 4n ..I VA SIGNEDAG# AG• t-^c�\5 h‘ • VIGNED COPY RETURNED DATE SENT: d•%.\q 7* ❑RETURN ONE ORIGINAL COMMENTS: EXECUTE' "ORIGINALS 1:A , 11, 2v11 Q ,..v4 ,•�,1 ••AVJ1A, I'rvi(0.'. e d S 4<e_ st- k,.,.<\� # -i . -. -1-,1 Co\iv,1 Vvi Os" -E V- C'.0,v�14-.4E t e6 1u p .14 F � tteUI GA, 1/2018 4 f t4&ft co. - r /Ey I, I�(/ I A irl S 1 4 1 a 5 871C cc ,) ,�i (1/1 ffeal . , ,,,,,,„„ 1.:. ..4.1 ,,114 .4- „i,, , . STATE OF WASHINGTON DEPARTMENT OF ENTERPRISE SERVICES 1500 Jefferson St. SE,Olympia, WA 98501 PO Box 41478,Olympia, WA 98504-1476 March 15, 2019 TO: Jim Ferrell, City of Federal Way FROM: Kim Obi, Contracts Special'st, (360)407-8273 RE Agreement No. 2017-141 A (1), Amendment No. 2 Project No. 2017-141 G (1-1), Change Order No. 1 Street Lighting Upgrades IAA No. K4360 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): ESCO Professional Services Total-Amendment No. 2 $ 140,397.72 ESCO Construction Total-Change Order No. 1 $ 446354.63 Total Funding $ 587,152.35 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/client agency bears the liability for any issues related to the funding for this project Byam ; 4/1401 D�'C. 3 to I ' / e Title D Please sign and return this form to E&AS. If you have any questions,please call me. 3ES Energy Program ram COP-FA Coversheet Client Name City of Federal Way COP/FA Number 1 Project Number 2017-141 G (1-1) Project Title Street Lighting Upgrades Date 2/5/20190414Sal e 4r-l'16 It Construction apt"cub t�c °n h it Additional Scope -wireless controls $ _ 412,934.47 -cot 'QO`'"`_� v p $ - - Cod . Sub-total $ 412,934.47 , Sales tax on roadway lighting materials $ 25,561.47 Bond (2%) 2.00% $ 8,258.69 Subtotal $ 446,754.63 Sales Tax (on materials only) 0.0% $ - Construction Subtotal $ 446,754.63 Professional Services Percent Design 10% $ 41,293.45 CM 6% $ 24,776.07 OH&P 18% $ 74,328.20 Subtotal $ 140,397.72 Sales Tax (on materials only) 0.00% $ - PS Subtotal $ 140,397.72 Total Cost of Change $ 587,152.35 Use contingency funds rl Use additional owner funds i1 Acknowledgement of Total Cost of Change Date Client Agency ?//u/ 41 ESCO 7--47 2/7' /ct" DES Energy Project Manager -.'"":,---7------ .1-7: ,'--:dZ„ 7.k) 161 Agreement No. 2017-141 A (1), Amendment No. 2 Project No. 2017-141 G (1-1), Change Order No. 1 Funding Approval Detail ESCO Professional Services Design and Implementation of Energy Conservation Measures $ 140,397.72 Total $ 140,397.72 ESCO Construction ESCO Contract Amount $ 446,754.63 Total $ 446,754.63 2017141 Aamd2fundko )Washington State Department of (( Enterprise Services FACILITIES DIVISION City of Federal Way CONTRACT 2017-141 G ENGINEERING&ARCHITECTURAL SERVICES(E&AS) CLIENT(AGENCY) NO. (1-1) ENERGY CONTRACT CHANGE ORDER PROPOSAL (COP) Street Lighting Upgrades COP No. 1 PROJECT TITLE TO: Ameresco (ESCO) PROPOSAL REQUEST DATE: 2/5/2019 You are directed to prepare a cost proposal for the work described below and/or detailed on the attachments referred to: COP-1 adjusts the quantity of luminaires in the base scope based on the field survey. Energy savings guarantee is also corrected. COP-1 also adds wireless controls as requested by the City. wSee the attached Supplemental Information for details. coa REASON FOR CHANGE?DESIGN ERRORS 0 DESIGN OMMISSIONS OO AGENCY 0 LATENT CONDITIONS 0 CODE REQUIREMENTS 0 VALUE ENGINEERING -Adjust fixture quantity to match field survey and Owner preference. EXPLANATION: -Add wireless controls. -Updateq_uaranteed energy savings to reflect revised scope. DATE PROPOSAL REQUIRED: CHANGE ORIGINATED BY: Ameresco,Inc (14 days from Request Date,unless other date agreed to) PROPOSAL REQUESTED BY: Doug Rogers TO: Ameresco (ESCO) TO: Steve Butros PM (E&AS) WE AGREE TO PERFORM ALL CHANGE IN THE WORK DESCRIBED IN THE PROPOSAL REQUEST FOR: CONTRACT SUM: ❑ NO CHANGE Four hundred Forty-Six thousand Seven hundred Fifty- -1 ifty-Q O INCREASE OF Four and 63/100 $ 446,754.63 (WASHINGTON STATE SALES TAX a. 0 DECREASE INCLUDED ON MATERIALS ONLY) oa. In accordance with the General Conditions, Cost Estimate Detail Sheet(s)are attached hereto. o CONTRACT TIME: U ❑ NO CHANGE a n INCREASE OF 350 CALENDAR DAYS 0 DECREASE The foregoing amount covers everything required in connection with the change. All other provisions of the contract remain in full force and effect. We understand that this proposal does not constitute authorization to proceed with the specified changes in the work until incorporation of this COP into a Change Order by the Department of Enterprise Service --- Ameresco BY 2-_ 7 ESCOISG ATURE DAT 0 Z TO: The Department of Enterprise Services'Authorizing Signator We have careful) xami• . thi ' ro sa and ind the cost to be reasonable. Therefore,we recommend acceptance. I, o ESCO DA E E&AS COST VERIFICATION DATE O •U � E&AS PROJECT MANAGER DATE •RM DES-EA-099 (Revised 1/25/2013) • N N II 'c a W m m N 0 Nr N 0 0) (0 o 0 a 00 to t` io t0 0) o) N rn e an N t9 t9 69 69 N 0 U) N. N 0 6- N- 0 N- a ✓ O rn 0 (D N (- O O a 0) ' O) N) v NZ .- O) r ' ri N .- ' N Q0) 0) (- 0 c07 CCO 00) N 0 CD a N O (D /0+) r U) N N a0 N- U) N CI co N co a O) O (4 t9 to t9 t9 to 69 69 t9 t9 69 0 t9 69 t9 aO O 0 O CO ' O (+) O M O ttOO co O co CD V O 3 N) N 0 U) 69 69 to to M t9 t9 t9 t9 t9 W F y a) o o o 0 0 2• ' CO OO OO CO a O — .0 7 CO O -) I t9 to t9 t9 t9 to 0 to 0 LD O u) O 3, a Co 0 O N 'a' .0 CO NO 00)N (NO 0 7 < C0 , O CO .2 .2/ CO V M t7 r b 0 M CO O O 0 Om) a U) N N 0 N- .0• ,- N U) 19 69 09 0 69 29 0 to 69 r- C.)l +) 0 0) n N 0 0 h V' 0 CO (D N LOO Cr. U :- h O 00 (D N o) - n V) c U) r P07 COSN (0D W 0 3 N V N 0 O N a Q3 o co ^ (00 3 Q. w i t • co gg co.— 0 a) co () u () O T a) _ 01 d 29 to 69 t9 t9 0 » 69 to a)LL 2- .c = Y 0 N �O : J a3 (D N N H N hi 11 0 N 8 aa U) N 037 c P. a 0▪ w Q E o g c E u m c N u E E' 8 8 o co � E Y9 a)re w D a as m • V d as c >.�'- E a v , m O mV c 8 sE 1110 3 d a _ U s 0 • Qm' y m= EE 0 -0c c t0 (0 -0 E a ) N N 3 ` a 6. O E 3 a) 3 P. O co c 2@ o c N O .c Z Q o c c•1 co IL4 B t7 2 _ M f (n Ua'0 aZ H Z 6iev AMERESCO di" Green • Clean • Sustainable t 222 Williams Avenue South,Suite 100 Renton,WA 98057 P:206 522 4270 F:425 687 3171 ameresco.com January 4,2019 Mr.Steve Butros Department of Enterprise Services 1500 Jefferson Street SE PO Box 41476 Olympia,WA 98504-1401 SUBJECT; City of Federal Way—Roadway Lighting COP-1 Supplemental Information Steve, The following shall serve as an attachment to Change Order Proposal COP-1. Base scope adiustment The fixture quantity used in the Energy Services Proposal was based on the inventory available at the time. A GIS field survey was completed as part of the design effort. Inventories used in the ESP and field-verified in the GIS survey are shown below. ESP Inventory: 50 100 150 200 250 400 Total Cobrahead 4 316 283 74 370 759 1806 Decorative 536 536 Total 4 316 819 74 370 759 2342 Field-verified inventory: 50 60 100 150 200 250 310 400 90 65 Total Cobrahead 0 90 322 211 41 293 4 673 157 1791 Decorative 388 67 455 Total 0 90 322 599 41 293 4 673 157 67 2246 The field-verified inventory includes 274 existing LED cobraheads. The City has chosen to leave them as- Is;they will not be replaced. City of Federal Way Roadway Lighting Page 2 of 3 Energy baseline consumption has decreased from 2,736,573 kWh to 2,395,285 kWh due to the revised inventory. Energy savings calculations used in the ESP were based on a wattage-for-wattage replacement strategy. The design process considered roadway classification, width, and pole height and spacing. Luminaires were selected to meet light level requirements as defined by RP-8 and City roadway lighting standards. Energy savings guarantee has increased from 1,598,506 kWh to 1,606,802 kWh. The design effort took longer than anticipated but resulted in 12%more savings despite a baseline reduction of 9%. Design related to the control system is approximately 90%complete. Wireless controls are not yet part of the project scope but influence luminaire selection. Additional scope—wireless controls The City has expressed interest in adding a Cimcon wireless control system to the project. The proposed system includes an ISLC-3100 twist-lock controller for each cobrahead-style fixture. The controller mounts in a 7-pin NEMA socket on top of each fixture. Controllers will be installed on all new fixtures and also the existing LED cobraheads. It is assumed that each has a suitable NEMA socket. Decorative fixtures will be controlled by an ISLC-3300 wireless controller. Controllers will mount to a bracket beneath the pole cap. Costs include brackets and wiring harnesses to extend from the pole cap to the new fixture head. The Cimcon system also supports a DC-powered wireless controller suitable for control of school zone flashers and pedestrian beacons, although control of these devices is not In the proposed change order scope. Communication is accomplished with a wireless mesh network. Five Ethernet gateways will be deployed around the city. • Initial energy savings are attributed to dimming. A dusk and dawn trimming strategy will be implemented to ramp luminaire output from zero to 100%over a 20-minute period at dusk;this sequence is repeated at dawn. Additionally, fixture density at intersections allows dimming while still meeting light level requirements. Initial energy savings estimate from the above strategy total 121,252 kWh per year. Guaranteed energy savings will increase by 109,127 kWh(90%of estimate). The proposed change order cost includes software configuration and commissioning and five years of annual licensing for a complete system. Annual licensing costs beyond the five-year term is the responsibility of the City. The Cimcon system also establishes a Smart-city platform and enables the use of many other sensors and applications. Additional Time Additional contract time is required to accommodate additional design and construction of added controls scope,as well as to work through roadway and intersection classification,review GIS survey inventory with City of Federal Way Roadway Lighting Page 3 of 3 PSE inventory to identify and remove duplicates, and to coordinate final products and color temperature with the City. I Date: Dec 6,2018 Quote: GRASB18-12574-4 Quote Graybalt, Page 1/3 works to your advantage Graybar Electric Company, Inc. 1919 6th Avenue South Seattle WA 98134 Phone: (206)292-4848 Fax: (206)701-2949 From: PROJECTSI Project NEwERAL W-AYMERESCO-CITY OF Quoter Ph: Location FEDERALWAY WA email: Quote GRASBI8-12574-4 To: Mr Doug Rogers For Ameresco Bid Date Nov 26, 2018 222 Willaims Avenue S. Expires Dec 26, 2018 Suite 100 Renton WA 98057 Phone:(206)708-2945 EMail: drogers@ameresco.com QTY Type MFG Part Price UQ ExtPrlce LOT CONTROLS-CIMCON 4 WG-U-ETHERNET $1,577.43 $6,309.72 Line Note: REPLACE"XX"WITH DESIGNATION FOR CELLULAR PROVIDER OR ETHERNET 1,816 ISLC-3100-7P-U-A-G-IO-CATB-05 $110.00 $199,760.00 455 ISLC-3300-240-A-(0-05 $108.89 $49,544.95 2,271 SAAS-0001 $6.67 $15,147.57 Line Note: CONNECTWORKS SOFTWARE AS A SERVICE,ONE YEAR 2,271 ECONFIG $2.22 $5,041.62 1 PRE WIRE START UP $2,389.50 $2,369.50 1 FACTORY START UP $8,841.11 $8,841.11 1 10%TAX ON MATERIAL $25,614.47 $25,614.47 Total for:LOT CONTROLS-CIMCON $314,110.69 SUBSCRIPTION 1 3 YR SUBSCRIPTION $42,626.00 $42,626.00 Total for:SUBSCRIPTION $42,626.00 SUBSCRIPTION 1 5 YR SUBSCRIPTION $65,027.00 $65,027.00 Total for:SUBSCRIPTION $65,027.00 DECORATIVE 455 LUMEC CANDI-65W42LED3K-G2-PC-C-RLE3-240-[DMG086]- $1,011.24 $460,114.20 GNBTX Graybar Electric Company,Inc. PROJECTSI Page 1/3 Date: Dec 6, 2018 Quote: GRASBI8-12574-4 Quote GYaye Page 2/3 n works to your advantage Graybar Electric Company, Inc 1919 6th Avenue South Seattle WA 98134 Phone: (206)292-4848 Fax: (206)701-2949 From: PROJECTSI Project FEDERAL W-AYMERESCO-CITY OF Quoter Ph: Location FEDERALWAY WA email: Quote GRASBI8-12574-4 QTY Type MFG Part Price UQ ExtPrice 455 LUMEC RETRO-137203-90-CN1-1A-[DECOCAP- $62.92 $28,628.60 007]GN8TXLMS 12511 U 250 LUMEC REPL-ADAPTOR-MAR-GN8TX $138.20 $34,550.00 455 LUMEC WIRE HARNESS$TBD $75.28 $34,252.40 1 10%TAX ON MATERIAL $55,754.52 $55,754.52 Total for:DECORATIVE $613,299.72 STREET WORK 838 COOPER ARCH-M-AF46-90-D-U-T2R-4N7-10K-AP $181.00 $151,678.00 113 COOPER ARCH-AF24-60-D-U-T2R-4N7-10K-AP $117.19 $13,242.47 591 COOPER ARCH-AF16-50-D-U-T2R 4N7-10K-AP $112.00 $66,192.00 1 10%TAX ON MATERIAL $23,111.24 $23,111.24 Total for:STREET WORK $254,223.71 Total: $1,287,825.37 Graybar Electric Company,Inc. PROJECTSI Page 2/3 GRAYBAR ELECTRIC COMPANY,INC.TERMS AND CONDITIONS OF SALE ACCEPTANCE OF ORDER;TERMINATION-Acceptance of any order is subject to credit approval and acceptance of osier by Gmybar Electric Company,Inc("Graybar") and,when applicable,Gnrybar's suppliers.R'credit of the buyer of the goods("Buyer")becomes uusulisfactory to Gruybtu-,Graybar reserves the right to terminate upon notice to Buyer and without liability to Graybar, 2.PRICES AND SHIPMENTS-Unless otherwise quoted,prices shall be those in effect at time of shipment,which shall be made F.O,B.shipping point,prepaid and bill,3. RETURN OF GOODS-Credit may be allowed for goods returned with prior approtal,A deduction may be made loam credits issued to cover cost of handling. 4,TAXES-Prices shown do not include sales or other taxes imposed on the sale of goods.Taxes now or hereafter imposed upon sales or shipments will be added to the purchase price.Buyer agrees to reimburse Graybar for any such tax or provide Graybar with acceptable tae exemption certificate, 5.DELAY iN DELIVERY-Graybar is not to be accountable for delays in delivery occasioned by Acts of God,failure of its suppliers to ship or deliver on time,or other circumstances beyond Gmyber's reasonable control,Factory shipment or delis cry dates are the best estimates of our suppliers,and in no case stall Gmybur be liable for any consequential or special damages arising from any delay in shipment or delivery, 6.LIMITED WARRANTIES-Gmytarr warrants that alit goods sold are free of any security interest and wilt make mailable to Buycrell transferable warranties(including without limitation warranties with respect to intellectual property infringement)made to Gray bar by the manufacturer of the goods.GRAYBAR MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES,AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING BUT NOT LiMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PURPOSE.UNLESS OTHERWISE AGREED IN WRITING BY AN AUTHORIZED REPRESENTATIVE OF GRAYBAR, PRODUCTS SOLD HEREUNDER ARE NOT INTENDED FOR USE IN OR IN CONNECTION WITH(I)ANY SAFETY APPLICATION OR THE CONTAINMENT AREA OF A NUCLEAR FACILITY,OR(2)TN A HEALTHCARE APPLICATION,WHERE THE GOODS HAVE POTENTIAL FOR DIRECT PATIENT CONTACT OR WHERE A SiX(6)FOOT CLEARANCE FROM A PATIENT CANNOT BE MAINTAINED AT ALLTIMES, 7.LIMITATION OF LIABILITY-Buyer's remedies under this agreement are subject to any unitarians contained in manufacturer's terms and conditions to Graybar,a copy of which will be furnished upon written request.Furthermore,Gray bur's liability shall be limited to either repair or replacement of the goods ur refund ol'the purchase price,all at Gmybur's option,and IN NO CASE SHALL GRAYBAR BE LIABLE FOR INCIDENTAL,SPECIAL,OR CONSEQUENTIAL DAMAGES.In addition,claims for shortages, other than loss in transit.must be made In welling not mora thap five(5)days after receipt of shipment. R.WAIVER-The failure of Graybar to insist upon the performance of any of the terms or conditions of this agreement or to exercise any right hereunder shall not be deemed tube a waiver of such terms,conditions,or rights in the future,nor shall it he deemed to be a waiver of any other term,condition,or right under this agreement. 9,MODIFICATION OF TERMS AND CONDITIONS-These leans and eonditio s supersede all other communications,negotiations,and prior oral or written statements regarding the subject mutter of these terms and conditions.No change,modification,rescission,discharge,abandonment,ur waiver of these terns and conditions shall be binding upon Graybar unless made in writing and signed un its behalf by a duly authorized representative or Graybar.No conditions,usage of trade,course of dealing or performance, undetstnnding or agreement,purporting to modify,r'try,explain,or supplement these terms and conditions shall be binding minus hareufter made in writing and signed by the patty to be bound.Any proposed modifications or additional neons are specifically rejected and deemed a material alterations hereof.If this document shall be deemed an acceptance 01 a prior oiler by Buyer,such acceptance is expressly conditional upon Buyer's assent to any additiurad urdifferent terms set forth herein. 10.REELS-When Gmybar ships returnable reels,a reel deposit may be included in the invoice.The Buyer should contact the nearest Graybar service locution to return reels. l I.CERTIFICATION-Graybar hereby certifies that these goods were produced in compliance with alt applicublo requirements of Sections 6,7,and 12 of the Fair Labor Standards Act,as amended,and of regulations and orders of the United States Department of Labor issued under Section 14 thereof.This agreement is subject to Executive Order 1 1246,as amended,the Rehubililellon Act of 1973,as amended,the Vietnam Veterans'Readjustment Assistance Act of 1974,as amended,E.O.13496,29 CFR Part 471, Appendix A to Subpart A,and the corresponding regulations,to the extent required by law.41 CFR 60-1.4,60-741.5,and 60-250.5 arc incorporated herein by reference,to the extent legally required, • 12.FOREIGN CORRUPT PRACTICF.S ACT-Buyer shall comply with applicable laws and regulations relating lu anti-corruption,including,without limitation,(i)the United States Foreign Corrupt Practices Act(FCPA)(15 U.S.C,gg7Rdd-t,et.seq.)irrespective of the place of performance,and(11)law's and regulations implementing the Organization for Economic Cooperation and Development's Convention on Combating Bribery of Foreign Public Officials in international Raciness Transactions,the U.N,Convention Against Corruption,and the Enter-American Convention Against Corruptions in Buyer's country or any country where performance of this agreement or delivery of goods will occur. 13.ASSiGNMEN'T-Buyer shall nal assign its rights or delegate its duties hereunder or any interest herein without the prior written consent of Graybar,and any such assignment, svithuut such consent,shall be void. 14,GENERAL PROVISIONS-All typographical or clerical errors made by Graybar in any gaotation,acknowledgment or publication are subject to correction.This agreement shall be governed by the laws of the Stale of Missouri applicable to contracts lobe formed and fully performed within the Stale of Missouri,without giving effect to the choice or conflicts of law provisions thereof.All sults arising from or concerning this agreement shall be tiled in the Circuit Cour of SI.Louis County,Missouri,or the United States District Cour for the Eastern Dislrictof Missouri,and no other place unless otherwise determined in Geayba's sole discretion.Buyer hereby irrevocably consents to the jurisdiction of such court or escorts and agrees to appear in any such action upon written notice thereof 15.PAYMENT TERMS-Payment terms shall be as stated on Gmybar's intake or as olnenvise mutually agreed,As u condition of the sales agreement,a monthly service charge of the lesser of 1-1/2%or the maximum permitted by law may be added to all accounts not paid by net due date.Visa,MasterCard,American Express,arid Discover credit cards arc accepted at point of purchase only, 16.EXPORTING-Buyer acknowledges that this order and the petformmnce thereof are subject to compliance wills any and all applicable United Stales iaan's,regulations,or orders.Buyer agrees to comply with all such laws,regulations,and orders,including,if applicable,all requirements of the International Traffic in Arms Regulations andtar the Export Administration Act,as maybe amended Buyer further agrees that If the export laws arc applicable,it will not disclose or re-export any technical data received under this order to any countries for which the United States government requires as export license or other supporting documentation at the time of export or transfer,unless Buyer has obtained prior written authorization from the United States Office of Export Control ur other authority responsible for such matters, 6. Designed Electrical Services 2915 Chestnut Street Ameresco Everett,WA 98201 ■ 425.258.1882 LECTRIC Roadway Lighting Upgrade www.Seahurst.com Providing TWO Electrical Services City of Federal Way,WA State Contract No.2017-141 G (1-1) Proposal Number: 720370 Lighting Upgrade Energy Conservation Project Scope of Work Fixture Retrofit/Replacement: Seahurst Electric Is pleased to submit our proposal for the above referenced turn-key project to include labor, tools,materials,permits,and equipment to perform the following scope of work: Install Lighting Upgrade and Energy Conservation Project per proposal 720370 Project Cost Summary-Simple Return On Investment Total Labor Cost(all work related installing Cobraheads&Decorative Fixtures,including Material Handling&Demo's completed) $460,843.89 Controls(Installing controls on all new Cobraheads, Decoratives&247 existing Cobraheads) $60,873.00 Project Sub Total $ 521,716.89 Bonding $ 10,434.34 Total Project Cost $532,151.2 Clarifications&.Exclusions *Pricing is subject to review and subsequent revisions after thirty(30)days from date of issue. *Pricing is based on work being performed during Day Shift [Monday through Friday]. *Pricing includes wiring/materials, disposal/recycling of old fixtures, and electrical permit. *Pricing includes One(1)year warranty on labor *Pricing Includes disposal except for PCBs *Pricing excludes any/all NEC Code Corrections/upgrades to existing Equipment and/or installations. *Pricing excludes any and all hidden conditions *Pricing excludes any material delays or expenses due to Incorrect material or damaged material. Terms of Payment: **Payments due based on Schedule of Values and work performed Agreement: Customer Date Seahurst Electric Date RETURN TO: PW ADMIN EXT: 2700 ID #: % 1 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT /DIV: PUBLIC WORKS / \ r `/ 3 ' 7 2. ORIGINATING STAFF PERSON: �j `QQ LO \` EXT: 1� 27 1 1 3. DATE REQ. BY: Cl / 27// 1 3. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ,ONTRACT AMENDMEN (AG #): ( TERL1 OCAL (� t❑�IN' 1�L �,/ ❑ OTHER 1, *J- '!'_�Wl,� o-1 `' �f' T, '- 0 J�"�`�-"��? A' 4. PROJECT NAME: ��P/�C%L',LA- 114"1 C.-W 'a"� 1" Q0� � MartI AI�j Iu(� 5. NAME OF CONT • , CTOR: . AN r� '/ `, r /Jl 11 r ( S u ✓ •/ ADDRESS: *. PI. :M. i IN MN I : ��f� U - i TELEPHONE: E -MAIL: FAX: SIGNATURE NAME: , or' • . . A • .. i../ ■ TITLE: 6. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURAN E REQUIREMENTS /CERTIFICATE o ALL OTHER REFERENCED EXHIBIT ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES PRIOR CONTRACT /AMENDMENTS CFW LICENSE # Vik BL, EXP. 12/31/ UBI # EXP. / /_ 7. TERM: COMMENCEMENT DATE: COMPLETION DATE: f2-1 51 772- 8. TOTAL COMPENSATION: $ 2/ Qfb` k-k■ ■ t (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES .0 fNO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED: ❑ YES .e'1G0 Y��E YE; $ PAID BY: ❑ CONTRACTOR ❑ CITY RETAINAGE: RETAIN AGE AMOI INT. S€ Q1ttc vktd. ❑R, E�TAIMAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED )' PURCHASING: PLEASE CHARGE TO: e' � C i, "t"" 9. DOCUMENT / CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED ❑ PROJECT MANAGER DIVISION MANAGER As ,❑ PUTY DIRECTOR , 5''c 'i'iC(- (1 to —ya 3C 1 `X DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) AN XAW DEPT rr / 10. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL ATE: Vr�.■ COUNCIL APPROVAL DATE:_ 10! 3 /(.7 _ 11. C T� SENT TO VENDOR/CONTRACTOR (30•1,-C DATE SENT O 101j7 / DATE RECD: ( C I ("1117 JO ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (INCLUDE DEPT. SUPPORT STAFF IF NECESSARY AND FEEL FREE TO SET NOTIFICATION MORE THAN A MONTH IN ADVANCE IF COUNCIL APPROVAL IS NEEDED.) INITIAL / DATE SIGNED ❑ FINANCE DEPARTMENT )kSIIG HOR (MAYOR Ow. M He'roR) r!�i��/I7 /)Y ❑ CITY CLERK ✓ /I�ai l Iio ASSIGNED AG # AG# ifliggallar I X SIGNED COPY RETURNED DATE SENT: ii1•1 'Qf- ❑ RETURN ONE ORIGINAL COMMENTS: EXECUTE " " ORIGINALS *- pk. r c7r i o1nui 42c&+— &AO /SW 13 a2R. d,Vo c cJ• i, y tk., C r I- ,_ ,\ ' ! L \ :Q/1CUA I, `' :uiq L. % . . .. ■ . YES 4/2017 INTERAGENCY Amendment Department of Enterprise Services Date: September 8, 2017 Agreement No: K4360 Project No.: 2017 -141 Amendment No: 1 Interagency Agreement Between the State of Washington Department of Enterprise Services and City of Federal Way The parties to this Agreement, the Department of Enterprise Services, Engineering & Architectural Services, hereinafter referred to as "DES ", and City of Federal Way, hereinafter referred to as the "CLIENT AGENCY ". hereby amend the Agreement as follows: 1. Statement of Work DES shall furnish the necessary personnel and services and otherwise do all things necessary for or incidental to the performance of the work set forth in Attachment "A -1" and Attachment "C -1 ", attached hereto and incorporated herein by reference. Unless otherwise specified, DES shall be responsible for performing all fiscal and program responsibilities as set forth in Attachment "A -1" and Attachment "C -1 ". Energy/Utility Conservation projects shall be authorized by Amendment to this Agreement. 1.1 Street Lighting Upgrades outlined in the Ameresco, Inc. Energy Services Proposal dated March 2, 2017, revised August 11, 2017. Attachment "A" Scope of Work Energy /Utility Conservation Projects Management Services is revised to Attachment "A -1" and Attachment "C" Scope of Work Energy /Utility Conservation Projects Monitoring Services is revised to Attachment "C -1" to update the Statewide Energy Performance Contracting Program Master Energy Services Agreement number from Agreement No. 2015 -181 to Agreement No. 2017 -193, attached hereto and incorporated herein by reference. 4. Consideration Compensation under this Agreement shall be by Amendment to this Agreement for each authorized project. Each Amendment will include a payment schedule for the specific project. For Project Management Services provided by DES under Attachment "A -1" of this Agreement, the CLIENT AGENCY will pay DES a Project Management Fee for services Interagency Agreement No. K4360 Page 1 of 2 based on the total project value per Project Management Fees Schedule set forth in Attachment "B -1 ". If the CLIENT AGENCY decides not to proceed with an Energy /Utility Conservation project that meets the CLIENT AGENCY's cost effective criteria, then the CLIENT AGENCY will be charged a Termination Fee per Attachment "B -1 ". The Termination Fee will be based on the estimated Total Project Value outlined in the Energy Audit and Energy Services Proposal prepared by the Energy Services Company (ESCO). If measurement and verification services are requested by the CLIENT AGENCY and provided by DES under Attachment "C -1" of this Agreement, the CLIENT AGENCY will pay DES $2,000.00 annually for each year of monitoring and verification services requested. Compensation for services provided by the ESCO shall be paid directly to the ESCO by the CLIENT AGENCY, after DES has reviewed, approved and sent the invoices to the CLIENT AGENCY for payment. 4.1 Energy Project Management Fee for the work described in Section 1.1 is $56,000.00. Anticipated billing date for this Amendment is June 1, 2018. The new total Agreement value is $56,000.00. This Amendment also revises the Interagency Reimbursement Costs outlined in Attachment "B" of the Agreement to reflect the current DES project management fees. A new Attachment "B -1" is included with this Amendment. All sections above have been fully amended and are shown in their entirety. All other terms and conditions of this Agreement remain in full force and effect. The requirements of RCW 39.34.030 are satisfied by the underlying Agreement and are incorporated by reference herein. Each party signatory hereto, having first had the opportunity to read this Amendment and discuss the same with independent legal counsel, in execution of this document hereby mutually agree to all terms and conditions contained herein, and as incorporated by reference in the original Agreement. City ` ederal Way Department of Enterprise Services Engineering & Architectural Services Roger A. igfielc'.E., Energy Program Manager /c2/7 Title ' Date Title Date K4360IAAamdlko Interagency Agreement No. K4360 Page 2 of 2 ATTACHMENT A -1 Scope of Work Energy/Utility Conservation Projects Management Services Statewide Energy Performance Contracting Program Master Energy Services Agreement No. 2017 -193 DES will provide the following project management services for each specific project for the CLIENT AGENCY. Each individual project shall be authorized by Amendment to this Agreement. 1. Assist the CLIENT AGENCY in the selection of an Energy Service Company (ESCO) consistent with the requirements of RCW 39.35A for local governments; or 39.35C for state agencies and school districts. 2. Assist in identifying potential energy /utility conservation measures and estimated cost savings. 3. Negotiate scope of work and fee for ESCO audit of the facility(s). 4. Assist in identifying appropriate project funding sources and assist with obtaining project funding. 5. Assist in negotiating the technical, financial and legal issues associated with the ESCO's Energy Services Proposal. 6. Review and recommend approval of ESCO energy /utility audits and Energy Services Proposals. 7. Provide assistance during the design, construction and commissioning processes. 8. Review and approve the ESCO invoice vouchers for payment. 9. Assist with final project acceptance. 10. Provide other services as required to complete a successful energy performance contract. Interagency Agreement No. K4360 ATTACHMENT B -1 Fee Schedule 2017 -19 Interagency Reimbursement Costs for Project Management Fees to Administer Energy/Utility Conservation Projects PROJECT TOTAL PROJECT VALUE MANAGEMENT FEE TERMINATION 5,000,001 6,000,000 $66,000 25,700 4,000,001.......5,000,000 65,000 25,400 3,000,001 4,000,000 64,000 25,000 2,000,001 3,000,000 60,000 23,400 1.500,001 .......2,000,000 56,000 21,800 1,000,001.. 1,500,000 49,500 19,300 900,001...... 1,000,000 42,000 16,400 800,001 ..900,000 39,600 15,400 700,001 800,000 36,800 14,400 600,001 ..700,000 35,000 13,700 500,001 ..600,000 32,400 12,600 400,001 ..500,000 29,000 11,300 300,001 ..400,000 24,800 9,700 200,001 300,000 19,800 7,700 100,001 ..200,000 13,800 5,400 50,001 ..100,000 7,500 3,500 20,001 50,000 4,000 2,000 0 20,000 2,000 1,000 The project management fee on projects over $6,000,000 is 1.1% of the project cost. The maximum DES termination fee is $25,700. 1. These fees cover project management services for energy /utility conservation projects managed by DES's Energy Program. 2. Termination fees cover the selection and project management costs associated with managing the ESCO's investment grade audit and proposal that identifies cost effective conservation measures if the CLIENT AGENCY decides not to proceed with the project through DES. 3. If the project meets the CLIENT AGENCY's cost effectiveness criteria and the CLIENT AGENCY decides not to move forward with a project, then the CLIENT AGENCY will be invoiced per Attachment B Termination or $25,700.00 whichever is less. If the CLIENT AGENCY decides to proceed with the project then the Agreement will be amended per Attachment B for Project Management Fee. 4. If the audit fails to produce a project that meets the CLIENT AGENCY's established Cost Effectiveness Criteria, then there is no cost to the CLIENT AGENCY and no further obligation by the CLIENT AGENCY. Interagency Agreement No. K4360 Rev. 3/12/2012 ATTACHMENT C -1 Scope of Work Energy/Utility Conservation Projects Monitoring Services Statewide Energy Performance Contracting Program Master Energy Services Agreement No. 2017 -193 If requested DES will provide the following monitoring services for each specific project for the CLIENT AGENCY. 1. Monitor actual energy use and dollar costs. compare with the ESCO's annual Measurement and Verification (M &V) report and any ESCO guarantee, resolve differences, if needed, and approve any vouchers for payment. 2. Monitor facility operations including any changes in operating hours, changes in square footage, additional energy consuming equipment and negotiate changes in baseline energy use which may impact energy savings. 3. Provide annual letter report describing the ESCO's performance, equipment performance and operation, energy savings and additional opportunities, if any, to reduce energy costs. Interagency Agreement No. K4360 STATE OF WASHINGTON DEPARTMENT OF ENTERPRISE SERVICES 1500 Jefferson St. SE. Olympia, WA 98501 PO Box 41476, Olympia, WA 985044476 September 8, 2017 TO: Jim Ferrell, City of Federal Way FROM: Courtney Brush, Contracts Specialist, (360) 407 -8247 RE: Authorization No. 2017 -141 A (1) Amendment No. 1 Project Title Roadway Lighting Upgrade Ameresco, Inc. SUBJECT: Funding Approval The Department of Enterprise Services, Energy Program, requires funding approval for the above referenced contract document(s). The amount required is as follows: Design & Implementation of Energy Conservation Measures $409,935.00 TOTAL $409,935.00 In accordance with the provisions of RCW 43.88, the signature affixed below certifies to the 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/client agency bears the liability for any issues related to the funding for this project. By pI1 D to Please sign and return this form to the Energy Program. If you have any questions, please call me. 2017141Aamd1fundko ENERGY SERVICES AUTHORIZATION AMENDMENT NO. 1 Project Title Roadway Lighting Upgrade Authorization No. 2017 -141 A (1) Facility City of Federal Way This Amendment, when properly signed, shall be be modified. Authorization (this sheet) Scope of Work Options: Modify Basic Services Date September 8, 2017 the basis on which the Subject Authorization shall Project Completion and Compensation Approvals Energy Services Company: Ameresco, Inc. 222 Williams Ave. South, Suite 100 Renton, WA 98057 By: Name: Title: Date: Owner: City of Federal Way acting through the Department of Enterprise Services Energy Program Ron Haxton 142 Roger . WigfiejjP.E., Energy Program Manager Compensation for Energy Services Value of this Amendment = $409,935.00 (Plus Washington State Sales Tax) Authorization No. 2017 -141 A (1) Page 1 of 2 COMPENSATION Basic Services Current New Previous Energy Audit and Energy Services Proposal $ 5,720.00 $ 0.00 $ 5,720.00 Design $ 81,987.00 $ 81,987.00 $ 0.00 Construction Management $ 81,987.00 $ 81,987.00 $ 0.00 Overhead and Profit $ 245,961.00 $ 245,961.00 $ 0.00 Grand Total (Plus WSST as applicable) $ 415,655.00 $ 409,935.00 $ 5,720.00 Value of this Amendment = $409,935.00 (Plus Washington State Sales Tax) Authorization No. 2017 -141 A (1) Page 1 of 2 Scope of Work Energy efficiency measures under Contract No. 2017 -141 G (1 -1) will include Roadway Lighting Upgrade, including any and all necessary ancillary equipment. The ESCO will perform a detailed engineering design as needed to obtain Owner review and approval of the proposed systems and to obtain bids as required. The ESCO will provide construction management, as -built drawings, and O &M manuals. All work is per the City of Federal Way Energy Services Proposal dated March 2, 2017, revised August 11, 2017. Schedule For Completion Final completion 270 days from execution of this Amendment. 2017141Aamdlko Authorization No. 2017 -141 A (1) Page 2 of 2 STATE OF WASHINGTON DEPARTMENT OF ENTERPRISE SERVICES 1500 Jalfe son St. SE, Olympia, WA 98501 PO Box 41476, Olympia, WA 98504 -1476 September 8, 2017 TO: Jim Ferrell, City of Federal Way FROM: Courtney Brush, Contracts Specialist, (360) 407 -8247 RE: Agreement No. 2017 -141 B (2) Street Lighting Upgrades - M &V Ameresco, Inc. SUBJECT: Funding Approval The Department of Enterprise Services, Energy Program, requires funding approval for the above referenced contract document(s). The amount required is as follows: First Year Measurement & Verification Total $ 12,478.00 $ 12,478.00 In accordance with the provisions of RCW 43.88, the signature affixed below certifies to the 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/client agency t li for any issues related to the funding for this project. By /46n7 N a /Title Date Please sign and return this form to the Energy Program. If you have any questions, please call me. 2017141Bfndko MEASUREMENT & VERIFICATION (M &V) AUTHORIZATION No. 2017 -141 B (2) City of Federal Way Street Lighting Upgrades September 8, 2017 MASTER ENERGY SERVICES AGREEMENT NO. 2017 -193 A (1) The Owner and the Energy Services Company (ESCO) named below do hereby enter into an Agreement under terms described in the following sections: Authorization to Proceed Compensation Schedule Project Conditions Scope of Work Compensation for M &V Services Schedule for M &V Services I. AUTHORIZATION TO PROCEED: Energy Services Company: Ameresco, Inc. 222 Williams Ave. South, Suite 100 Renton, WA 98057 Telephone No. (206) 522 -4270 Fax No. (425) 687 -3173 E -Mail Address emartino @ameresco.com By Name Title Date State of Washington Contractor's License No. WA Revenue Registration No. Federal Tax Identification No. MWBE Certification No. Owner: City of Federal Way acting through the Department of Enterprise Services Energy Program PO Box 41476 Olympia, WA 98504 By 1�. Wig1�l Name oger fie , P.E.; Title Energy Progr Manager Date /c 7/-7 AMEREI* 004PZ 602 062 980 04- 3512838 II. COMPENSATION SCHEDULE: Total Services being provided under this Agreement: Services Compensation New Measurement and Verification Services Year 1 $ 12,478.00 Grand Total 1 lus WSST as a 1 . licable) $ 12,478.00 Authorization No. 2017 -141 B (2) Page 1 of 2 III. PROJECT CONDITIONS: The Project Conditions contained in the Master Energy Services Agreement will be used unless specifically changed herein. Specifically, after the project is constructed and the Notice of Commencement of Energy Cost Savings (NCES) has been issued, the Measurement and Verification (M &V) period begins. The guarantee of savings by the ESCO shall remain in effect for the term of the M &V Agreement. IV. SCOPE OF WORK: Provide M &V reporting for one year starting immediately after Owner acceptance of the NCES for the Street Lighting Upgrades, 2017 -141 G (1 -1), per the City of Federal Way Energy Services Proposal dated March 2, 2017, revised August 11, 2017. The ESCO shall submit within sixty (60) days of the end of the annual M &V period, an M &V report consistent with the M &V procedures described in the ESCO's approved Energy Services Proposal (ESP). The M &V report shall describe the energy savings and equipment performance for the previous twelve -month period. The M &V report shall be consistent with and incorporate relevant data described in the ESCO energy audit, ESP and the project's Energy Services Authorization. Utility bill reporting, if appropriate, shall include reporting of current billing utility units compared to the baseline use both in tabular and graphic form, for the previous 12 months. Relevant data and calculations will support the conclusions and findings of the M &V report. It is understood that the ESCO and the Owner have agreed that the International Performance Measurement & Verification Protocol, will be used as a reference for the M &V report should there be questions or disagreements on the form or content of the report. V. COMPENSATION FOR M &V SERVICES: The Owner shall reimburse the ESCO annually, in accordance with the M &V fee schedule included in the original ESP or as agreed to under a separate proposal for ongoing M &V services. The total compensation for M &V services shall be $12,478.00, from the guaranteed savings for the M &V services. The M &V fee shall be paid to the ESCO within sixty (60) days following acceptance of the M &V report. Payment to the ESCO shall be contingent upon the Owner's acceptance of the ESCO's M &V report. The ESCO's M &V report shall be considered accepted 30 days after its submission; unless the ESCO is notified in writing that the report has been rejected. VI. SCHEDULE FOR M &V SERVICES: M &V Services shall start immediately after Owner acceptance of the NCES and will run for one year plus 60 days for final report preparation, unless this Authorization is amended earlier to add additional years of M &V services. The amendment shall be based upon a proposal by the ESCO for ongoing M &V services. The proposal shall indicate the length of the guarantee period and the cost of required annual M &V reporting. 2017141Bagrko Authorization No. 2017 -141 B (2) Page 2 of 2 STATE OF WASHINGTON DEPARTMENT OF ENTERPRISE SERVICES 1500 Jefferson St. SE, Olympia. WA 98501 PO Box 41476, Olympsa WA 985041476 September 8, 2017 TO: Jim Ferrell, City of Federal Way FROM: Courtney Brush, Contracts Specialist, (360) 407 -8247 RE: Contract No. 2017 -141 G (1 -1) Street Lighting Upgrades Ameresco, Inc. SUBJECT: Funding Approval The Department of Enterprise Services, Energy Program, requires funding approval for the above referenced contract document. The amount required is as follows: ESCO Contract Amount $ 1,479,535.00 Sales Tax (10.0 %) $ 0.00 Contingency Amount (with Tax) $ 68,323.00 Total $ 1,547,858.00 In accordance with the provisions of RCW 43.88, the signature affixed below certifies to the 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/client agency b he liability for any issues related to the funding for this project. By e / Title � �/Da e 1 Please sign and return this form to the Energy Program. If you have any questions, please call me. 2017141 Gconfundcb STATE OF WASHINGTON DEPARTMENT OF ENTERPRISE SERVICES 1500 Jefferson St. SE, Olympia, WA 98501 PO Box 41476, Olympia, WA 98504-1476 October 17, 2017 Ameresco, Inc. 222 Williams Ave. South, Suite 100 Renton, WA 98057 RE: Contract No. 2017 -141 G (1 -1) Street Lighting Upgrades City of Federal Way NOTICE TO PROCEED Energy Savings Performance Contracting This is your official notice to proceed with the work of our contract on October 17, 2017. Enclosed is a copy of our executed contract. Please complete and have approved by L & I the "Intent to Pay Prevailing Wages" forms for yourself and any Subcontractors. These forms must be submitted to me with your first invoice voucher. In accordance with the "Supplemental Conditions for Washington State Energy Savings Performance Contracting PART 5.22 ", the Contractor shall provide all subcontractor /supplier and payment data on a monthly basis. This information must be entered into the DES Diversity Compliance system (B2GNow) at https: / /des.diversitycoinpliance.com. Failure to do so may result in Owner withholding payment. Invoice voucher forms and instructions can be obtained at http : / /www . des. w a. gov/ services / facilities /C o nstruction/Forms /Pages /Forms. aspx#energyforms. Should you have any questions or concerns, please call me at (360) 407 -9381. Sincerely, cro- Steve Butros, Energy Engineer SB:ko Enclosures cc: Desiree S. Winkler, City of Federal Way STATE OF WASHINGTON DEPARTMENT OF ENTERPRISE SERVICES. September 8, 2017 1500 Jefferson St. SE, Olympia, WA 98501 PO Box 41476, Olympia, WA 98504 -1476 RETAINAGE INVESTMENT ESCO Contractor Ameresco, Inc. ESCO Contract No. 2017 -141 G (1 -1) Description Street Lighting Upgrades Client Agency City of Federal Way Pursuant to R.C.W. 60.28, you are required to exercise your option, IN WRITING, on whether or not monies reserved from the amounts due you on the above contract shall be placed in escrow. You are therefore directed to complete and return this form with the signed copy of the above contract to the Energy Program. Should you desire to have the retained monies invested, it will then be necessary that you enter into an escrow agreement with a bank, trust or savings and loan company, and the above Client Agency. This form will be transmitted to the Client Agency for further action in preparing the escrow agreement. ENERGY SERVICES CONTRACTOR'S OPTION I do not request retainage on the above contract to be invested. I hereby request retainage on the above contract be invested. I hereby request retainage on the above contract be invested and converted into bonds .1. curet' - s. ature Title Ron Haxton Vice Nresident - NW Region V/z//7 Date ESCO Contract No. 2017 -141 G (1 -1) Project Street Lighting Upgrades Agency City of Federal Way Date September 8, 2017 STATE OF WASHINGTON ENERGY SERVICE COMPANY (ESCO) CONSTRUCTION CONTRACT For the DEPT. OF ENTERPRISE SERVICES, ENERGY PROGRAM This Energy Service Company (ESCO) Construction Contract, made and entered into this 8th day of September, 2017, shall be the agreed basis of performing the following work by and between the State of Washington, City of Federal Way acting through the Department of Enterprise Services, Energy Program, hereinafter referred to as the Owner, and Ameresco, Inc. 222 Williams Avenue South, Suite 100 Renton, WA 98057 Telephone: (206) 522 -4270 E -mail: emartino @ameresco.com hereinafter referred to as the ESCO or Contractor. WITNESSETH: Whereas the parties hereto have mutually covenanted and by these presents do covenant and agree with each other as follows: FIRST: The said ESCO agrees to furnish all permits, material, labor, tools, equipment, apparatus, facilities, etc., necessary to perform and complete in a workmanship like manner the work called for in the attached Scope of Work, Energy Services Proposal dated March 2, 2017 and the revision dated August 11, 2017, for: Energy Services Authorization No. 2017 -141 A (1) Master Energy Services Agreement No. 2017 -193 A (1) Audits and Proposals for this project were prepared by the ESCO according to the terms of the Contract Documents which include, but are not limited to, the Master Energy Services Agreement, Energy Services Authorization(s), the accepted Proposal, General Conditions for Washington State Energy Savings Performance Contracting, Addenda, Specifications, Drawings, Bond, and this Construction Contract. SECOND: Time of Completion: The work to be performed under this contract shall commence as soon as the ESCO has been officially notified to proceed and shall be substantially complete within 270 consecutive calendar days after the date of Notice to Proceed. ESCO Construction Contract No. 2017 -141 G (1 -1) Page 1 of 3 THIRD: In consideration of the Performance of the Work, herein contained on the part of the ESCO, the Owner hereby agrees to pay the ESCO for said work completed according to the Contract Documents, for not more than the sum of $1,479,535.00, which includes Washington state sales tax consisting of the following: ESCO Contract Cost $1,479,535.00 The ESCO shall bond this contract in accordance with Section 2.04 of the General Conditions for Washington State Energy Savings Performance Contracting. The construction value plus contingency is a guaranteed maximum not -to- exceed cost and final payment to the ESCO shall be reconciled to reflect the actual installed cost provided it does not exceed the guaranteed maximum cost. FOURTH: ESCO payments to subcontractors and materialmen shall not be contingent upon the ESCO receiving payment from the Owner. Unless otherwise agreed upon, payment to the ESCO shall be made only after completion of the energy efficiency measure(s) and the ESCO has issued a Notice of Commencement of Energy Savings and the Owner has accepted such Notice. IN WITNESS WHEREOF: The said Department of Enterprise Services, Energy Program, has caused this ESCO Construction Contract to be subscribed in its behalf, and the said ESCO has signed this ESCO Construction Contract the day and year first above written. ESCO: Ameresco, Inc. By Name Title Date Ron Haxton 9 /i Vjce P%`7 j- NW Rcginn Owner: City of Federal Way acting through the Department of Enterprise Services Energy Progr By Name ' over • Winfield Title Energy Program arlager Date 46// /77 WA State Contractor's License No. AMEREI *004PZ Federal Tax ID No. 04- 3512838 UBI Number 602 062 980 MWBE Certification No. 2017141Gconcb ESCO Construction Contract No. 2017 -141 G (1 -1) Page 2 of 3 September 8, 2017 SCOPE OF WORK ESCO Contract No. 2017 -141 G (1 -1) Street Lighting Upgrades City of Federal Way Furnish and install the energy efficiency measures, including any and all necessary ancillary equipment, as described in the City of Federal Way Energy Services Proposal dated March 2, 2017, and the revision dated August 11, 2017. ESCO Construction Contract No. 2017 -141 G (1 -1) Page 3 of 3 CNA Performance Bond Document A312TM - 2010 Conforms with The American Institute of Architects AIA Document 312 CONTRACTOR: (Name, legal status and address) Ameresco, Inc. 222 Williams Avenue South, Suite 100 Renton, WA 98057 l..ih,cr,ty 1Vl t t t t_I II 1 Bond# 30005694 & 012027027 SURETY: (Name, legal status and principal place of business) Western Surety Company 333 South Wasash Ave., 41st Fl Chicago, IL 60604 OWNER: (Name, legal status and address) State of Washington, City of Federal Way acting through the Department of Enterprise Services, Energy Program P.O. Box 41476, Olympia, WA 98504 CONSTRUCTION CONTRACT Date: 8th of September, 2017 And Liberty Mutual Insurance Company 175 Berkley St. Boston, MA 02116 This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. Any singular reference to Contractor, Surety, Owner or other party shall be considered plural where applicable. AIA Document A312 -2010 combines two separate bonds, a Performance Bond and a Payment Bond, into one form. This is not a single combined Performance and Payment Bond. Amount: One Million Four Hundred Seventy Nine Thousand Five Hundred Thirty Five & 00 /100THS Dollars ($1,479,535.00) Description: (Name and location) ESCO Contract# 2017 -141 G (1 -1), Street Lighting Upgrades. BOND 4 Date: 12th of September, 2017 (Not earlier than Construction Contract Date) Amount: One Million Four Hundred Seventy Nine Thousand Five Hundred Thirty Five & 00 /100THS Dollars ($1,479,535.00) Modifications to this Bond: n None CONTRACTOR AS PRINCIPAL Company: (Corporate Seal) Ameresco, Inc. Name 1.4 t-t t(tlLi.� and Title: v.'r1 t-t 11 NJ 7 See Section 16 SURETY Company: (Corporate Seal) Western Surety Company Signature: Name ichael F. Carney and Title: Attorney -in -Fact (Any additional signatures appear on the last page of this Performance Bond.) (FOR INFORMATION ONLY — Ncune, address and telephone) AGENT or BROKER: OWNER'S REPRESENTATIVE: DeSanctis Insurance Agency, Inc. (Architect, Engineer or other party..) 100 Unicorn Park Drive Woburn, MA 01801 (781) 935 -8480 Printed in cooperation with the American Institute of Architects (AIA). The language in this document conforms to the language used in AIA Document A312 – Performance Bond – 2010 Edition 1 § 1 The Contractor and Surety, jointly and severally, bind themselves, their heirs, executors, administrators, successors and assigns to the Owner for the performance of the Construction Contract, which is incorporated herein by reference. § 2 If the Contractor performs the Construction Contract, the Surety and the Contractor shall have no obligation under this Bond, except when applicable to participate in a conference as provided in Section 3. § 3 If there is no Owner Default under the Construction Contract, the Surety's obligation under this Bond shall arise after • .1 the Owner first provides notice to the Contractor and the Surety that the Owner is considering declaring a Contractor Default. Such notice shall indicate whether the Owner is requesting a conference among the Owner, Contractor and Surety to discuss the Contractor's performance. If the Owner does not request a conference, the Surety may, within five (5) business days after receipt of the Owner's notice, request such a conference. If the Surety timely requests a conference, the Owner shall attend. Unless the Owner agrees otherwise, any conference requested under this Section 3.1 shall be held within ten (10) business days of the Surety's receipt of the Owner's notice. If the Owner, the Contractor and the Surety agree, the Contractor shall be allowed a reasonable time to perform the Construction Contract, but such an agreement shall not waive the Owner's right, if any, subsequently to declare a Contractor Default; .2 the Owner declares a Contractor Default, terminates the Construction Contract and notifies the Surety; and .3 the Owner has agreed to pay the Balance of the Contract Price in accordance with the terms of the Construction Contract to the Surety or to a contractor selected to perform the Construction Contract. § 4 Failure on the part of the Owner to comply with the notice requirement in Section 3.1 shall not constitute a failure to comply with a condition precedent to the Surety's obligations, or release the Surety from its obligations, except to the extent the Surety demonstrates actual prejudice. § 5 When the Owner has satisfied the conditions of Section 3, the Surety shall promptly and at the Surety's expense take one of the following actions: § 5.1 Arrange for the Contractor, with the consent of the Owner, to perform and complete the Construction Contract; § 5.2 Undertake to perform and complete the Construction Contract itself, through its agents or independent contractors; § 5.3 Obtain bids or negotiated proposals from qualified contractors acceptable to the Owner for a contract for performance and completion of the Construction Contract, arrange for a contract to be prepared for execution by the Owner and a contractor selected with the Owner's concurrence, to be secured with performance and payment bonds executed by a qualified surety equivalent to the bonds issued on the Construction Contract, and pay to the Owner the amount of damages as described in Section 7 in excess of the Balance of the Contract Price incurred by the Owner as a result of the Contractor Default; or § 5.4 Waive its right to perform and complete, arrange for completion, or obtain a new contractor and with reasonable promptness under the circumstances: .1 After investigation, determine the amount for which it may be liable to the Owner and, as soon as practicable after the amount is determined, make payment to the Owner; or .2 Deny liability in whole or in part and notify the Owner, citing the reasons for denial. § 6 If the Surety does not proceed as provided in Section 5 with reasonable promptness, the Surety shall be deemed to be in default on this Bond seven days after receipt of an additional written notice from the Owner to the Surety demanding that the Surety perform its obligations under this Bond, and the Owner shall be entitled to enforce any remedy available to the Owner. If the Surety proceeds as provided in Section 5.4, and the Owner refuses the payment or the Surety has denied liability, in whole or in part, without further notice the Owner shall be entitled to enforce any remedy available to the Owner. Printed in cooperation with the American Institute of Architects (AIA). The language in this document conforms to the language used in AIA Document A312 — Performance Bond — 2010 Edition 2 § 7 If the Surety elects to act under Section 5.1, 5.2 or 5.3, then the responsibilities of the Surety to the Owner shall not be greater than those of the Contractor under the Construction Contract, and the responsibilities of the Owner to the Surety shall not be greater than those of the Owner under the Construction Contract. Subject to the commitment by the Owner to pay the Balance of the Contract Price, the Surety is obligated, without duplication, for .1 the responsibilities of the Contractor for correction of defective work and completion of the Construction Contract; .2 additional legal, design professional and delay costs resulting from the Contractor's Default, and resulting from the actions or failure to act of the Surety under Section 5; and .3 liquidated damages, or if no liquidated damages are specified in the Construction Contract, actual damages caused by delayed performance or non- perfonnance of the Contractor. § 8 If the Surety elects to act under Section 5.1, 5.3 or 5.4, the Surety's liability is limited to the amount of this Bond. § 9 The Surety shall not be liable to the Owner or others for obligations of the Contractor that are unrelated to the Construction Contract, and the Balance of the Contract Price shall not be reduced or set off on account of any such unrelated obligations. No right of action shall accrue on this Bond to any person or entity other than the Owner or its heirs, executors, administrators, successors and assigns. § 10 The Surety hereby waives notice of any change, including changes of time, to the Construction Contract or to related subcontracts, purchase orders and other obligations. § 11 Any proceeding, legal or equitable, under this Bond may be instituted in any court of competent jurisdiction in the location in which the work or part of the work is located and shall be instituted within two years after a declaration of Contractor Default or within two years after the Contractor ceased working or within two years after the Surety refuses or fails to perform its obligations under this Bond, whichever occurs first. If the provisions of this Paragraph are void or prohibited by law, the minimum period of limitation available to sureties as a defense in the jurisdiction of the suit shall be applicable. § 12 Notice to the Surety, the Owner or the Contractor shall be mailed or delivered to the address shown on the page on which their signature appears. § 13 When this Bond has been furnished to comply with a statutory or other legal requirement in the location where the construction was to be performed, any provision in this Bond conflicting with said statutory or legal requirement shall be deemed deleted herefrom and provisions conforming to such statutory or other legal requirement shall be deemed incorporated herein. When so furnished, the intent is that this Bond shall be construed as a statutory bond and not as a common law bond. § 14 Definitions § 14.1 Balance of the Contract Price. The total amount payable by the Owner to the Contractor under the Construction Contract after all proper adjustments have been made, including allowance to the Contractor of any amounts received or to be received by the Owner in settlement of insurance or other claims for damages to which the Contractor is entitled, reduced by all valid and proper payments made to or on behalf of the Contractor under the Construction Contract. § 14.2 Construction Contract. The agreement between the Owner and Contractor identified on the cover page, including all Contract Documents and changes made to the agreement and the Contract Documents. • § 14.3 Contractor Default. Failure of the Contractor, which has not been remedied or waived, to perform or otherwise to comply with a material term of the Construction Contract. § 14.4 Owner Default. Failure of the Owner, which has not been remedied or waived, to pay the Contractor as required under the Construction Contract or to perform and complete or comply with the other material terms of the Construction Contract. § 14.5 Contract Documents. All the documents that comprise the agreement between the Owner and Contractor. § 15 If this Bond is issued for an agreement between a Contractor and subcontractor, the term Contractor in this Bond shall be deemed to be Subcontractor and the term Owner shall be deemed to be Contractor. Printed in cooperation with the American Institute of Architects (AIA). The language in this document conforms to the language used in AIA Document A312 — Performance Bond — 2010 Edition 3 § 16 Modifications to this bond are as follows: (Space is provided below for additional signatures of added parties, other than those appearing on the cover page.) CONTRACTOR AS PRINCIPAL SURETY Company: (Corporate Seal) Company: Liberty Mutual Insurance Company Signature: Name and Title: Address Signature: Name and Tit e: Michael F. C. ney, Attor ey -in -Fact Address Attention: Surety Claims De artment, 1001 4th Ave., Suite 1700, Seattle, WA 9815, (Corporate Seal) Printed in cooperation with the American Institute of Architects (AIA). The language in this document conforms to the language used in AIA Document A312 — Performance Bond — 2010 Edition 4 CNA Payment Bond Document A312TM - 2010 Conforms with The American Institute of Architects AIA Document 312 CONTRACTOR: (Name, legal status and address) Ameresco, Inc. 222 Williams Avenue South, Suite 100 Renton, WA 98057 Liberty Mutual. Bond# 30005694 & 012027027 SURETY: (Name, legal status and principal place of business) Western Surety Company 333 South Wasash Ave., 41st Fl Chicago, IL 60604 4`) OWNER: (Name, legal status and address) State of Washington, City of Federal Way acting through the Department of Enterprise Services, Energy Program P.O. Box 41476, Olympia, WA 98504 CONSTRUCTION CONTRACT Date: 8th of September, 2017 Amount: One Million Four Hundred Seventy Nine Thousand Five Hundred Thirty Five & 00 /100THS Dollars ($1,479,535.00) And This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. Any singular reference to Liberty Mutual Insurance Company Contractor, Surety, Owner or 175 Berkley St. other party shall be considered Boston, MA 02116 plural where applicable. AIA Document A312 -2010 combines two separate bonds, a Performance Bond and a Payment Bond, into one form. This is not a single combined Performance and Payment Bond. Description: (Name and location) ESCO Contract# 2017 -141 G (1 -1), Street Lighting Upgrades. BOND Date: 12th of September, 2017 (Not earlier than Construction Contract Date) Amount: One Million Four Hundred Seventy Nine Thousand Five Hundred Thirty Five & 00 /100THS Dollars ($1,479,535.00) Modifications to this Bond: © None 0 See Section 18 CONTRACTOR AS PRINCIPAL Company: Ameresco, Inc. (Corporate Seal) Signature: SURETY Company: (Corporate Seal) Western Surety Company Signature: Name N Mk ` Name Michael F. Carney and Title: y, r, w i1r3 Li and Title: Attorney -in -Fact (Arty additional signatures appear on the last page of this Payment Bond.) (FOR INFORMATION ONLY —Name, address and telephone) AGENT or BROKER: OWNER'S REPRESENTATIVE: (Architect, Engineer or other party.) DeSanctis Insurance Agency, Inc. 100 Unicorn Park Drive Woburn, MA 01801 (781) 935-8480 Printed in cooperation with the American Institute of Architects (AIA). The language in this document conforms to the language used in AIA Document A312 – Payment Bond – 2010 Edition 5 § 1 The Contractor and Surety, jointly and severally, bind themselves, their heirs, executors, administrators, successors and assigns to the Owner to pay for labor, materials and equipment furnished for use in the performance of the Construction Contract, which is incorporated herein by reference, subject to the following terms. § 2 If the Contractor promptly makes payment of all sums due to Claimants, and defends, indemnifies and holds harmless the Owner from claims, demands, liens or suits by any person or entity seeking payment for labor, materials or equipment furnished for use in the performance of the Construction Contract, then the Surety and the Contractor shall have no obligation under this Bond. § 3 If there is no Owner Default under the Construction Contract, the Surety's obligation to the Owner under this Bond shall arise after the Owner has promptly notified the Contractor and the Surety (at the address described in Section 13) of claims, demands, liens or suits against the Owner or the Owner's property by any person or entity seeking payment for labor, materials or equipment furnished for use in the performance of the Construction Contract and tendered defense of such claims, demands, liens or suits to the Contractor and the Surety. § 4 When the Owner has satisfied the conditions in Section 3, the Surety shall promptly and at the Surety's expense defend, indemnify and hold harmless the Owner against a duly tendered claim, demand, lien or suit. § 5 The Surety's obligations to a Claimant under this Bond shall arise after the following: § 5.1 Claimants, who do not have a direct contract with the Contractor, .1 have furnished a written notice of non - payment to the Contractor, stating with substantial accuracy the amount claimed and the name of the party to whom the materials were, or equipment was, furnished or supplied or for whom the labor was done or performed, within ninety (90) days after having last performed labor or last furnished materials or equipment included in the Claim; and .2 have sent a Claim to the Surety (at the address described in Section 13). § 5.2 Claimants, who are employed by or have a direct contract with the Contractor, have sent a Claim to the Surety (at the address described in Section 13). § 6 If a notice of non - payment required by Section 5.1.1 is given by the Owner to the Contractor, that is sufficient to satisfy a Claimant's obligation to famish a written notice of non - payment under Section 5.1.1. § 7 When a Claimant has satisfied the conditions of Sections 5.1 or 5.2, whichever is applicable, the Surety shall promptly and at the Surety's expense take the following actions: § 7.1 Send an answer to the Claimant, with a copy to the Owner, within sixty (60) days after receipt of the Claim, stating the amounts that are undisputed and the basis for challenging any amounts that are disputed; and § 7.2 Pay or arrange for payment of any undisputed amounts. § 7.3 The Surety's failure to discharge its obligations under Section 7.1 or Section 7.2 shall not be deemed to constitute a waiver of defenses the Surety or Contractor may have or acquire as to a Claim, except as to undisputed amounts for which the Surety and Claimant have reached agreement. If, however, the Surety fails to discharge its obligations under Section 7.1 or Section 7.2, the Surety shall indemnify the Claimant for the reasonable attorney's fees the Claimant incurs thereafter to recover any sums found to be due and owing to the Claimant. § 8 The Surety's total obligation shall not exceed the amount of this Bond, plus the amount of reasonable attorney's fees provided under Section 7.3, and the amount of this Bond shall be credited for any payments made in good faith by the Surety. § 9 Amounts owed by the Owner to the Contractor under the Construction Contract shall be used for the performance of the Construction Contract and to satisfy claims, if any, under any construction performance bond. By the Contractor furnishing and the Owner accepting this Bond, they agree that all funds earned by the Contractor in the performance of the Construction Contract are dedicated to satisfy obligations of the Contractor and Surety under this Bond, subject to the Owner's priority to use the funds for the completion of the work. Printed in cooperation with the American Institute of Architects (AIA). The language in this document conforms to the language used in AIA Document A312 — Payment Bond — 2010 Edition 6 § 10 The Surety shall not be liable to the Owner, Claimants or others for obligations of the Contractor that are unrelated to the Construction Contract. The Owner shall not be liable for the payment of any costs or expenses of any Claimant under this Bond, and shall have under this Bond no obligation to make payments to, or give notice on behalf of, Claimants or otherwise have any obligations to Claimants under this Bond. § 11 The Surety hereby waives notice of any change, including changes of time, to the Construction Contract or to related subcontracts, purchase orders and other obligations. § 12 No suit or action shall be commenced by a Claimant under this Bond other than in a court of competent jurisdiction in the state in which the project that is the subject of the Construction Contract is located or after the expiration of one year from the date (1) on which the Claimant sent a Claim to the Surety pursuant to Section 5.1.2 or 5.2, or (2) on which the last labor or service was performed by anyone or the last materials or equipment were furnished by anyone under the Construction Contract, whichever of (1) or (2) first occurs. If the provisions of this Paragraph are void or prohibited by law, the minimum period of limitation available to sureties as a defense in the jurisdiction of the suit shall be applicable. § 13 Notice and Claims to the Surety, the Owner or the Contractor shall be mailed or delivered to the address shown on the page on which their signature appears. Actual receipt of notice or Claims, however accomplished, shall be sufficient compliance as of the date received. § 14 When this Bond has been furnished to comply with a statutory or other legal requirement in the location where the construction was to be performed, any provision in this Bond conflicting with said statutory or legal requirement shall be deemed deleted herefrom and provisions conforming to such statutory or other legal requirement shall be deemed incorporated herein. When so furnished, the intent is that this Bond shall be construed as a statutory bond and not as a common law bond. § 15 Upon request by any person or entity appearing to be a potential beneficiary of this Bond, the Contractor and Owner shall promptly fumish a copy of this Bond or shall permit a copy to be made. § 16 Definitions § 16.1 Claim. A written statement by the Claimant including at a minimum: .1 the name of the Claimant; .2 the name of the person for whom the labor was done, or materials or equipment furnished; .3 a copy of the agreement or purchase order pursuant to which labor, materials or equipment was furnished for use in the performance of the Construction Contract; .4 a brief description of the labor, materials or equipment furnished; . 5 the date on which the Claimant last performed labor or last furnished materials or equipment for use in the performance of the Construction Contract; .6 the total amount earned by the Claimant for labor, materials or equipment furnished as of the date of the Claim; .7 the total amount of previous payments received by the Claimant; and . 8 the total amount due and unpaid to the Claimant for labor, materials or equipment furnished as of the date of the Claim. § 16.2 Claimant. An individual or entity having a direct contract with the Contractor or with a subcontractor of the Contractor to furnish labor, materials or equipment for use in the performance of the Construction Contract. The term Claimant also includes any individual or entity that has rightfully asserted a claim under an applicable mechanic's lien or similar statute against the real property upon which the Project is located. The intent of this Bond shall be to include without limitation in the terms "labor, materials or equipment" that part of water, gas, power, light, heat, oil, gasoline, telephone service or rental equipment used in the Construction Contract, architectural and engineering services required for performance of the work of the Contractor and the Contractor's subcontractors, and all other items for which a mechanic's lien may be asserted in the jurisdiction where the labor, materials or equipment were furnished. § 16.3 Construction Contract. The agreement between the Owner and Contractor identified on the cover page, including all Contract Documents and all changes made to the agreement and the Contract Documents. Printed in cooperation with the American Institute of Architects (AIA). The language in this document conforms to the language used in AIA Document A312 - Payment Bond - 2010 Edition 7 § 16.4 Owner Default. Failure of the Owner, which has not been remedied or waived, to pay the Contractor as required under the Construction Contract or to perform and complete or comply with the other material terms of the Construction Contract. § 16.5 Contract Documents. All the documents that comprise the agreement between the Owner and Contractor. § 17 If this Bond is issued for an agreement between a Contractor and subcontractor, the term Contractor in this Bond shall be deemed to be Subcontractor and the term Owner shall be deemed to be Contractor. § 18 Modifications to this bond are as follows: (Space is provided below for additional signatures of added parties, other than those appearing on the cover page.) CONTRACTOR AS PRINCIPAL SURETY Company: (Corporate Seal) Company: Liberty Mutual Insurance Company Signature: Name and Title: Address Signature: otl.7 Name and Title: Michael F. Carney, Att ney -in -Fact Address Attention: Surety Claims De artment, 1001 4th Ave., Suite 1700, Seattle, WA 9815 (Corporate Seal) Printed in cooperation with the American Institute of Architects (AIA). The language in this document conforms to the language used in AIA Document A312 — Payment Bond — 2010 Edition 8 Western Surety Company POWER OF ATTORNEY APPOINTING INDIVIDUAL ATTORNEY -IN -FACT Know All Men By These Presents, That WESTERN SURETY COMPANY, a South Dakota corporation, is a duly organized and existing corporation having its principal office in the City of Sioux Falls, and State of South Dakota, and that it does by virtue of the signature and seal herein affixed hereby make, constitute and appoint Gregory D Juwa, Richard F Caruso, James J Axon, Michael F Carney, Wilder Parks Jr, Michael T Gilbert, Adam W De Sanctis, Christine B Gallagher, Bryan F Juwa, Paul A Patalano, David A Boutiette, Rebecca Shanley, Jonathan E Duggan, Individually of Woburn, MA, its true and lawful Attorney(s) -in -Fact with full power and authority hereby conferred to sign, seal and execute for and on its behalf bonds, undertakings and other obligatory instruments of similar nature - In Unlimited Amounts - and to bind it thereby as fully and to the same extent as if such instruments were signed by a duly authorized officer of the corporation and all the acts of said Attorney, pursuant to the authority hereby given, are hereby ratified and confirmed. This Power of Attorney is made and executed pursuant to and by authority of the By -Law printed on the reverse hereof, duly adopted, as indicated, by the shareholders of the corporation. In Witness Whereof, WESTERN SURETY COMPANY has caused these presents to be signed by its Vice President and its corporate seal to be hereto affixed on this 23rd day of June, 2016. State of South Dakota County of Minnehaha } SS WESTERN SURETY COMPANY aul T. Bruflat, Vice President On this 23rd day of June, 2016, before me personally came Paul T. Bruflat, to me known, who, being by me duly sworn, did depose and say: that he resides in the City of Sioux Falls, State of South Dakota; that he is the Vice President of WESTERN SURETY COMPANY described in and which executed the above instrument; that he knows the seal of said corporation; that the seal affixed to the said instrument is such corporate seal; that it was so affixed pursuant to authority given by the Board of Directors of said corporation and that he signed his name thereto pursuant to like authority, and acknowledges same to be the act and deed of said corporation. My commission expires June 23, 2021 CERTIFICATE J. Mohr, Notary Public I, L. Nelson, Assistant Secretary of WESTERN SURETY COMPANY do hereby certify that the Power of Attorney hereinabove set forth is still in force, and further certify that the By -Law of the corporation printed on the reverse hereof is still in force. In testimony whereof I have hereunto subscribed my name and affixed the seal of the said corporation this 12th day of September 2017 Form F4280 -7 -2012 WESTERN SURETY COMPANY CDTL. Nelson, Assistant Secretary THIS POWER OF ATTORNEY IS NOT VALID UNLESS IT IS PRINTED ON RED BACKGROUND. This Power of Attorney limits the acts of those named herein, and they have no authority to bind the Company except in the manner and to the extent herein stated. Certificate No. 7564758 Liberty Mutual Insurance Company The Ohio Casualty Insurance Company West American Insurance Company POWER OF ATTORNEY KNOWN ALL PERSONS BY THESE PRESENTS: That The Ohio Casualty Insurance Company is a corporation duly organized under the laws of the State of New Hampshire, that Liberty Mutual Insurance Company is a corporation duly organized under the laws of the State of Massachusetts, and West American Insurance Company is a corporation duly organized under the laws of the State of Indiana (herein collectively called the "Companies "), pursuant to and by authority herein set forth, does hereby name, constitute and appoint, Adam W. DeSanctis; Bryan F. Juwa; Christine B. Gallagher; David A. Boutiette; Gregory D. Juwa; James J. Axon; Jonathan Duggan; Lesliann Ortiz; Lindsay A. Knowlton; Michael F. Carney; Michael T. Gilbert; Paul A. Patalano; Rebecca Shanley; Richard F. Caruso; Tonya DeGrazia; Wilder Parks, Jr all of the city of Woburn state of MA each individually if there be more than one named, its true and lawful attorney -in -fact to make, execute, seal, acknowledge and deliver, for and on its behalf as surety and as its act and deed, any and all undertakings, bonds, recognizances and other surety obligations, in pursuance of these presents and shall be as binding upon the Companies as if they have been duly signed by the president and attested by the secretary of the Companies in their own proper persons. IN WITNESS WHEREOF, this Power of Attorney has been subscribed by an authorized officer or official of the Companies and the corporate seals of the Companies have been affixed thereto this 8th day of December 2016 . STATE OF PENNSYLVANIA ss COUNTY OF MONTGOMERY By: The Ohio Casualty Insurance Company Liberty Mutual Insurance Company West merican Insurance Company David M. Carey, Assistant Secretary On this 8th day of December 2016 before me personally appeared David M. Carey, who acknowledged himself to be the Assistant Secretary of Liberty Mutual Insurance Company, The Ohio Casualty Company, and West American Insurance Company, and that he, as such, being authorized so to do, execute the foregoing instrument for the purposes therein contained by signing on behalf of the corporations by himself as a duly authorized officer. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my notarial seal at King of Prussia, Pennsylvania, on the day and year first above written. COMMONWEALTH OF PENNSYLVANIA Notarial Seal Teresa Pastella. Notary Public Upper Merion Twp., Montgomery County My Commission Expires March 28, 2017 Member. Pennsylvania Association of Notaries aA4c) Ltilitt) By Teresa Pastella, Notary Public This Power of Attorney is made and executed pursuant to and by authority of the following By -laws and Authorizations of The Ohio Casualty Insurance Company, Liberty Mutual Insurance Company, and West American Insurance Company which resolutions are now in full force and effect reading as follows: ARTICLE IV — OFFICERS — Section 12. Power of Attorney. Any officer or other official of the Corporation authorized for that purpose in writing by the Chairman or the President, and subject to such limitation as the Chairman or the President may prescribe, shall appoint such attorneys -in -fact, as may be necessary to act in behalf of the Corporation to make, execute, seal, acknowledge and deliver as surety any and all undertakings, bonds, recognizances and other surety obligations. Such attorneys -in -fact, subject to the limitations set forth in their respective powers of attomey, shall have full power to bind the Corporation by their signature and execution of any such instruments and to attach thereto the seal of the Corporation. When so executed, such instruments shall be as binding as if signed by the President and attested to by the Secretary. Any power or authority granted to any representative or attomey -in -fact under the provisions of this article may be revoked at any time by the Board, the Chairman, the President or by the officer or officers granting such power or authority. ARTICLE XIII — Execution of Contracts — SECTION 5. Surety Bonds and Undertakings. Any officer of the Company authorized for that purpose in writing by the chairman or the president, and subject to such limitations as the chairman or the president may prescribe, shall appoint such attomeys -in -fact, as may be necessary to act in behalf of the Company to make, execute, seal, acknowledge and deliver as surety any and all undertakings, bonds, recognizances and other surety obligations. Such attorneys -in -fact subject to the limitations set forth in their respective powers of attorney, shall have full power to bind the Company by their signature and execution of any such instruments and to attach thereto the seal of the Company. When so executed such instruments shall be as binding as if signed by the president and attested by the secretary. Certificate of Designation — The President of the Company, acting pursuant to the Bylaws of the Company, authorizes David M. Carey, Assistant Secretary to appoint such attorneys -in- fact as may be necessary to act on behalf of the Company to make, execute, seal, acknowledge and deliver as surety any and all undertakings, bonds, recognizances and other surety obligations. Authorization — By unanimous consent of the Company's Board of Directors, the Company consents that facsimile or mechanically reproduced signature of any assistant secretary of the Company, wherever appearing upon a certified copy of any power of attorney issued by the Company in connection with surety bonds, shall be valid and binding upon the Company with the same force and effect as though manually affixed. I, Renee C. Llewellyn, the undersigned, Assistant Secretary, The Ohio Casualty Insurance Company, Liberty Mutual Insurance Company, and West American Insurance Company do hereby certify that the original power of attomey of which the foregoing is a hill, true and correct copy of the Power of Attorney executed by said Companies, is in full force and effect and has not been revoked. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the seals of said Companies this 12th day of September 2017 LMS 12873 082016 By: Renee C. Llew , ssistant Secretary 92 of 300 Raw RY E, : iS EP 1 '17 .1 : Y., Pf•1_ .: ACORO® CERTIFICATE OF LIABILITY INSURANCE 1/4.------ DATE(MM /DD/YYYY) 9/13/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Arthur J. Gallagher Risk Management Services, Inc. 470 Atlantic Avenue Boston MA 02210 CONTACT NAME: PHONE 617-261-6700 FAX 617 - 646 -0400 (A /C_ No, Ext) to /C. No): EMAIL ADDRESS' INSURER(S) AFFORDING COVERAGE NAIC # INSURER A :Zurich American Insurance Company ,� INSURER B :National Union Fire Insurance Company of ✓ 16535 19445 INSURED AMERINC -17 Ameresco, Inc. Suite 410n Street Framingham MA 01701 INSURER c :Steadfast Insurance Company 26387 INSURER D :Zurich American Insurance Company of IL / 27855 INSURERE: INSURER F : CLAIMS -MADE COVERAGES CERTIFICATE NUMBER: 826481664 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MMIDD/YYYY) POLICY EXP (MM /DD/YYYY) LIMITS A x COMMERCIAL GENERAL LIABILITY Y GL0585238804 11/30/2016 11/30/2017 EACH OCCURRENCE $2,000,000 CLAIMS -MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $500,000 MED EXP (Any one person) $10,000 PERSONAL & ADV INJURY $2,000,000 GE 'L AGGREGATE POLICY OTHER: %( LIMIT APPLIES PECOT- X PER: LOC GENERAL AGGREGATE 84,000,000 PRODUCTS - COMP /OP AGG $4,000,000 $ A AUTOMOBILE X X LIABILITY ANY AUTO OWNED AUTOS ONLY AUTOS RED ONLY X SCHEDULED AUTOS NON -OWN AUTOS ONLY ED Y BAP585238704 11/30/2016 11/30/2017 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY accident) (Per acc dent $ PROPERTY DAMAGE (Per accident) $ $ B X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE Y 013791009 11/30/2016 11/30/2017 EACH OCCURRENCE $5,000,000 AGGREGATE $5,000,000 DED RETENTION $ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR /PARTNER /EXECUTIVE OFFICER /MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y/ N N N / A WC595394503 11/30/2016 11/30/2017 X STATUTE OTH- ER E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE $1,000,000 E.L. DISEASE - POLICY LIMIT $1,000,000 Cr, Professional Liability Property E00669274306 PWG455350513 11/30/2016 11/30/2016 11/30/2017 11/30/2017 $1,000,000 $1,479,535 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: ESCO Contract No. 2017 -141 G (1 -1) Street Lighting Upgrades Certificate holder is included as Additional Insured on the general liability policy, as per form # U -GL- 1175 -F CW, edition 04/13 and on the auto policy, as per form #CA 20 48, edition 02/99. The umbrella policy follows form to the underlying. CERTIFICATE HOLDER CANCELLATION City of Federal Way acting through the WA Dept. of Enterprise Services, Facilities Division, E&AS P.O. Box 41476 Olympia WA 98504 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ed L ACORD 25 (2016/03) ©1988 -2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD EXHIBIT 2017 -141 A ENERGY SERVICES PROPOSAL AgA CITY OF Federal Way For: City of Federal Way Street Lighting Improvements Federal Way, Washington By: Ameresco, Inc. - Doug Rogers, Project Developer Ameresco Project Number 252 - 2017 -01 March 2, 2017 Updated August 11, 2017 to reflect current tax rate Ameresco, Inc. Energy Services Proposal City of Federal Way Street Lighting Table of Contents EXECUTIVE SUMMARY 1 A. SUMMARY & PROPOSED SERVICES 1 B. PROJECT DESCRIPTION 1 C. PROJECT BENEFITS 1 D. GUARANTEES 1 E. CONCLUSION 2 I. DESCRIPTION 2 II. ENERGY CONSERVATION MEASURES (ECMS) TO BE IMPLEMENTED 3 A. CITY OF FEDERAL WAY ROADWAY LIGHTING 3 III. ESCO SERVICES 4 IV. PROJECT COSTS 5 A. MAXIMUM PROJECT COST 5 B. PROJECT COST TABLE 6 C. ITEMS INCLUDED IN MAXIMUM PROJECT COST 7 D. EXCLUSIONS 8 E. CONSTRUCTION CONTINGENCY 8 F. ONGOING SERVICES 8 G. ACCOUNTING RECORDS 8 H. RECONCILIATION OF LABOR & MATERIAL COSTS 8 I. DIVERSE BUSINESS PARTICIPATION GOALS FOR THIS PROJECT 9 V. RECOMMENDATIONS FOR REPLACEMENT OF EXISTING EQUIPMENT 9 VI. STANDARDS SERVICE 9 A. ILLUMINATION LEVELS 9 VII. BASELINE ENERGY CONSUMPTION 9 A. OVERALL RESOURCE USE 9 VIII. ESTIMATED ANNUAL SAVINGS AMOUNT AND UTILITY INCENTIVE 10 A. ELECTRICAL 10 B. UTILITY INCENTIVE 10 IX. METHOD OF CALCULATING ENERGY SAVINGS AND ENERGY COST SAVINGS 10 A. ENERGY AUDIT 10 B. CALCULATION OF SAVINGS 10 X. FINANCING 10 XI. ENERGY SAVINGS GUARANTEE 10 XII. ESCO COMPENSATION 11 A. PAYMENTS 11 XIII. TERM OF AGREEMENT 11 Ameresco, Inc. Energy Services Proposal City of Federal Way Street Lighting XIV. TERMINATION VALUE 11 XV. PROJECT SCHEDULE 11 XVI. EXTENT OF SUBCONTRACTING 11 XVII. INSURANCE AND BONDING 11 XVIII. RENEGOTIATION 12 XIX. EXHIBITS AND TABLES 12 A. TABLE 1 FINANCIAL ANALYSIS 13 B. TABLE 2 CASH FLOW 14 C. TABLE 3 FULL LIST OF MEASURES 15 D. TABLE 4 SELECTED MEASURES 16 EXHIBIT 1 EXHIBIT 2 EXHIBIT 3 Detailed Audit Calculations (provided electronically) Bond Form (provided separately & incorporated herein) Energy Services Agreement (provided separately & incorporated herein) Ameresco, Inc. Energy Services Proposal City of Federal Way Street Lighting EXECUTIVE SUMMARY A. SUMMARY & PROPOSED SERVICES Ameresco is pleased to present this proposal for the implementation of energy efficiency measures for City of Federal Way. This Proposal follows the outline contained in Section 2 of the Energy Services Agreement. It presents the contractual terms under which Ameresco, City of Federal Way, and the Department of Enterprise Services Energy Program (DES Energy Program) will work together over the term of the project. This Proposal describes the scope, costs, guarantees, and other aspects of the project. The services in this Proposal include design, construction, system verification, and Measurement and Verification (M &V) services for the first year. Although City of Federal Way will operate and maintain the new equipment, Ameresco will provide important M &V services during the first year to help ensure the predicted savings are achieved. Ongoing M &V services are also offered for an additional cost at the owner's request. B. PROJECT DESCRIPTION The project improves City of Federal Way safety and infrastructure while saving energy and maintenance costs. This project will replace more than 2,300 HID roadway luminaires with LED luminaires. C. PROJECT BENEFITS 1. Financial Benefits Table 1 shows project costs, estimated utility incentives, and savings related to this project. The guaranteed maximum project cost is $1,889,786. Including sales tax and DES Energy Program project management fees, the total project cost is $2,031,541. The estimated utility incentive for the project is $301,430. All construction costs will be open book to the Owner, and any cost savings related to savings on the ESCO's (energy services company) labor and material costs will revert to the Owner at the end of the project. The project will produce over $166,563 annually in energy savings. The project produces a positive cash flow as shown on Table 1 Financial Analysis in the first year of operation. This is based on City of Federal Way providing a capital investment of $0 and financing $1,380,111. 2. Maintenance Related Benefits Over $60,156 in annual lighting maintenance savings is factored into the financial analysis. 3. Environmental Benefits In addition to building improvements and energy savings, there is a significant positive impact on the environment because of this project. The energy savings produced as a result of this project will directly reduce the amount of power produced by the utilities and reduce CO2 emissions by over 725 lbs. annually. D. GUARANTEES Ameresco guarantees that the project cost, related specifically to energy savings and the project scope, will not exceed the maximum price of $1,889,786 (project cost before sales tax and DES Energy Program project management fee). Also, Ameresco is guaranteeing that the project will perform such that electrical savings will not be less than 1,598,506 kWh per year. This corresponds with 90% of the estimated energy savings. Page 1 Ameresco, Inc. Energy Services Proposal City of Federal Way Street Lighting E. CONCLUSION This project represents an excellent opportunity for the City of Federal Way to improve their roadway lighting while saving energy. The project provides over $2,000,000 in facility improvements. Ameresco looks forward to working with City of Federal Way and DES Energy Program in making this project a success. I. DESCRIPTION 1. Roadway Lighting Roadway lighting consists of high pressure sodium luminaires of various wattage serving arterials, collectors, and local roads. Luminaires are typically cobrahead style with some decorative style based on application. Metered luminaires are billed by Puget Sound Energy based upon actual energy consumption under Schedule 24. Luminaire maintenance is provided by King County and is billed on a per- incident basis. Non - metered luminaires are billed by Puget Sound Energy on a per- fixture basis by quantity and wattage under Schedules 53 and 54. Maintenance costs are included in these rate schedules. Existing metered and non - metered luminaires are controlled by photocell. Metered and non - metered luminaires appear as separate measures due to differences in energy and maintenance cost calculations. The project only affects City -owned roadway luminaires. Utility -owned luminaires will be addressed in a separate project between the City and utility. See lighting audit spreadsheets for additional detail. Page 2 Ameresco, Inc. Energy Services Proposal City of Federal Way Street Lighting II. ENERGY CONSERVATION MEASURES (ECMs) TO BE IMPLEMENTED A. CITY OF FEDERAL WAY ROADWAY LIGHTING 1. Lighting Conservation Measures a) ECM- FW -L1a: Lighting Retrofit (roadway): This measure will replace City - owned roadway lighting with LED (METERED) Measure replaces existing high pressure sodium luminaires with LED luminaires based upon the following quantities and wattages: Quantity Wattage Style 4 50 Cobrahead 314 100 Cobrahead 283 150 Cobrahead 536 150 Non- cobrahead decorative 32 200 Cobrahead 328 250 Cobrahead 632 400 Cobrahead 2. Lighting Conservation Measures a) ECM -FW -L1 b: Lighting Retrofit (roadway): This measure will replace City- owned roadway lighting with LED (NON- METERED) Measure replaces existing high pressure sodium luminaires with LED luminaires based upon the following quantities and wattages: Quantity Wattage Style 2 100 Cobrahead 42 200 Cobrahead 42 250 Cobrahead 127 400 Cobrahead General Basis of design is AEL Autobahn Series. New luminaires will be provided with photocells. Cobrahead -style luminaires will be provided with 7 -pin photocontrol receptacles for future use with controls. Budget includes costs for replacement of fuses. New "slow- blow" fuses will be installed for each luminaire as the inrush current of LED luminaires often results in nuisance tripping of traditional fast - acting fuses. Budget also includes all costs associated with permits, lifts, traffic control, and disposal of old luminaires. An updated GIS inventory of City -owned luminaires will be created during the design process. Page 3 Ameresco, Inc. Energy Services Proposal City of Federal Way Street Lighting III. ESCO SERVICES Ameresco will provide the following services: 1. Energy Audit: The energy audit is complete and is incorporated herein. 2. Design Services: Provide a detailed engineering design as needed to obtain Owner review and approval of the proposed system and to obtain competitive bids. Provide construction support services, start-up, and testing. Provide as -built drawings and relevant O &M manuals. 3. Construction: Provide, or cause to be provided, all material, labor, and equipment, including paying for permits, fees, bonds, and insurance, required for the complete and working installation of the ESCO equipment. a) The ESCO may perform portions of the construction work or may subcontract portions to qualified firms. In either case, the ESCO will share information regarding actual costs of the work with the Owner. b) The lighting retrofit is substantially a maintenance activity. As such, lighting maintenance workers will be used to perform fixture retrofits. These workers will be paid the applicable Washington State Department of Labor & Industries prevailing wage for the county of the work under a classification of "Electrical Fixture Maintenance Workers" or equivalent. c) When the ESCO has completed the installation of the Equipment, including start-up and operation verification and training in accordance with the Proposal, the ESCO will provide to Owner a "Notice of Commencement of Energy Savings" and Owner shall have 10 days within which to accept the Notice. d) After the last phase of the project, the ESCO will submit a "Notice of Substantial Completion" to the Owner. 4. Construction Management: Provide construction management services to coordinate and supervise the work. The Owner is expected to coordinate day -to -day communications with tenants and any scheduling of tenant relocations in and around occupied areas. The ESCO will provide construction superintendence of the work and will coordinate any impact upon building tenants with the Owner. 5. Operation training: The ESCO will provide on -going training for the building staff during construction. 6. Performance Maintenance: The ESCO will provide on -going measurement and verification to help ensure the predicted savings are achieved throughout the first year of the agreement. Specific tasks will include: a) Year One: 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), Section IX — Method of Calculating Energy Savings and Energy Cost Savings, and the following Measurement and Verification table: Page 4 Ameresco, Inc. City of Federal Way Street Lighting Energy Services Proposal ECM Conservation Measure IPMVP Option Work to be Performed N Performance Indicators Stipulated Variables Years to be Done Work To Be Performed By Owner Responsibilities FWiia Lighting Retrofit (roadway): This measure will replace City-owned roadway lighting with LED. Options for controls will be p considered. (METERED) A • A sample of fixtures will be measured during the first year for both baseline and as-installed power use (kW). The system's actual total demand will be matched against Inc Lighting Audit gains g g (Exhibit 1). Fixture (kW) Bum hours 1 Amareaco Provide the ESCO with the annual maintenance cost required to maintain fixture operation and energy savings and include the fixture failure rates. FWLib Lighting Retrofit (roadway)'. This measure will replxe City-owned roadway lighting with LED. Options for controls will be considered. (NON - METERED) A • A sample of fixtures will be measured during the first year for both baseline and asinstalled power use (kW). The system's actual total demand will be matched against the Lighting Audit (Exhibit 1). Fixture (kW) Bum hours 1 Ameresco Provide the ESCO with the annual maintenance Cost required to maintain fixture operation and energy savings and include the fixture failure rates. b) The ESCO will attend one annual meeting to review the Measurement & Verification results and reconcile energy savings. 7. Equipment Maintenance: The ESCO will provide no equipment maintenance or repairs after the warranty period. Following the completion of the installation and Owner acceptance of the Equipment, the Owner shall provide all necessary service, repairs, and adjustments to the Equipment so that the Equipment will perform in the manner and to the extent set forth in the Proposal. The ESCO shall have no obligation to service or maintain the Equipment after the warranty period. 8. Operation and Maintenance Procedures: None provided for existing equipment. Operation and maintenance manual will be provided for the installed equipment. 9. Warranty: The ESCO will warrant Equipment for one year following Notice of Substantial Completion. Notice of Substantial Completion will be issued on a measure by measure basis as measures are completed, saving energy, and accepted by the owner. 10. Hazardous Waste: Should the project require removal or disposal of hazardous material, the ESCO may have the hazardous material or substances removed and disposed of at the request of the Owner. The ESCO will not assume ownership of the material, but may act on behalf of the Owner to properly remove and dispose of the material. The Owner shall pay the ESCO for the cost of such work. The Owner agrees and acknowledges that it has not relied on or employed the ESCO to analyze or identify the presence of any hazardous substance on the Owner's premises. The cost of hazardous material abatement and disposal is not included in this proposal except for PCB ballasts. IV. PROJECT COSTS A. MAXIMUM PROJECT COST The ESCO guarantees that the Maximum Project Cost will not exceed One Million Eight Hundred Eighty Nine Thousand Seven Hundred Eighty Six Dollars and No Cents ($1,889,786). This cost does not include sales tax, DES Energy Program project management fees, or continued measurement and verification charges. With sales tax and DES Energy Program project management fees the Total Project Cost is Two Million Thirty One Thousand Five Hundred Forty One Dollars and No Cents ($2,031,541). The ESCO does not guarantee the value of sales tax or DES Energy Program project management fees. Page 5 Ameresco, Inc. City of Federal Way Street Lighting B. PROJECT COST TABLE Energy Services Proposal PROJECT COSTS Mech.VVuo*r, General Lighting Total Project Costs Engineering Audit Estimated Labor and Material Cost $ - $-_-__5,270- $ 1,366,451 $ 1.366.451 K4.VV.G Design @1O.0%of Labor &Material $ ' $ ' Lighting Design @0DY6of Labor &Material $ 81'987 $ 81,987 Construction M9t @ 6.0% of Labor & Material $ - $ - $ - $ 81.987 $ 27,329 $ 136.845 $ 81,987 $ 27,329 $ 136'045 Bond in82_28Y6of Labor &Material ESCO Overhead @1O.V%of Labor &Material ESCO Profit 08.O%of Labor &Material $ - $ 109,316 $ 100.310 $ 12,478 1st Year ofAn�o�sooM&V 1, Subtotal: $ - $ 1.808.885 �� $ 1.821.-.. Construction Contingency 5.0% of CC $ - $ - $ 68,323 $ 1.877.308 $ 68^323 $ 1.889.780 Subtotal - Maximum Project Cost: Est. Sales Tax j 0.0% of RoW LJhtin9 Materials Cost $ - $ 187,731 $ 85,755 $ - $ - 0 Additional Yeu�ofK4&V'Amanosoo (includes taxi__ 1 Years nfM&V'DES ' DES Project gementFees TOTAL PROJECT PRICE: --`_------------'--____--Estimated .'Utility Incentive '$___------_'- Commerce Grant Request EodmatedC|ientNe Cost (emoudingaddllynars M&V/ $ 50.000 $ - $ 2.065.039 $ 2,031,541 '_-301,430-'{$__--301,430 �$---_-35O,00O $ 1.380.111 Client Initial Cash Payment of Non-State Dollars $ - Client lnitial Cash Payrnent of State Dollars $ - Amount to be Financed by Client: $ 1.380.111 Year 1 Estimated Cash Flow: $ 73.780 Year Cash FIow Based on Guaranteed Energy Savings (90%): $ 57.104 Page 6 Ameresco, Inc. Energy Services Proposal City of Federal Way Street Lighting C. ITEMS INCLUDED IN MAXIMUM PROJECT COST 1. Maximum project costs include the following: a) Engineering audit, including the cost for preparation of this proposal. This is a fixed fee. b) Engineering design. The engineering design fee for lighting is calculated at 6% of labor and material. These are fixed fees. c) Construction management services. The construction management fee is calculated at 6% of labor and material. This is a fixed fee. d) Installation of the ESCO Equipment including the following costs: (1) All costs paid by the ESCO for the installation of the ESCO Equipment. This includes costs paid to subcontractors or directly to ESCO personnel when related to installation or system verification of the ESCO Equipment. (2) The portion of reasonable travel, lodging, and meal expenses of the ESCO or of its officers or employees incurred while traveling in discharge of duties connected with the Work. (3) Cost of all equipment, materials, supplies and equipment incorporated in the Work, including costs of transportation thereof. (4) Cost or rental charges, including transportation and maintenance, of all materials, supplies, equipment, temporary facilities, and hand tools not owned by the workers which are consumed in the performance of the Work, and the cost less salvage value on such items used but not consumed which remain the property of the ESCO. (5) Cost of premiums for all bonds and insurance, which the ESCO is required to purchase and maintain. (6) Permit fees, royalties, and deposits lost for causes other than the ESCO's negligence. (7) Losses and expenses not compensated by insurance or otherwise sustained by the ESCO in connection with the Work, provided they have resulted from causes other than the fault or neglect of the ESCO. Such losses shall include settlements made with the written consent and approval of the Owner. If, however, such loss requires reconstruction and the ESCO is placed in charge thereof, the ESCO shall be paid for its services a fee. (8) Minor expenses such as copies, long distance telephone calls, telephone service at the site, express mail services, and similar petty cash items. (9) Demolition cost and cost of removal of all debris. (10) Costs incurred due to an emergency affecting the safety of persons and property. (11) Other costs incurred in the performance of the Work if and to the extent approved in advance in writing by the Owner. (12) The cost of construction financing including contingency and an allowance for Owner initiated scope improvements only if agreed to by the Owner and DES Energy Program in advance. (13) Cost of equipment startup, training, system verification and balancing performed by the ESCO. (14) Bonding, Liability Insurance, and Builder's Risk Insurance. Page 7 Ameresco, Inc. Energy Services Proposal City of Federal Way Street Lighting (15) Overhead and Profit. This includes the ESCO's remuneration for compensation of personnel, expenses, risks related to the project, and profit. Overhead is calculated at 10% of the labor and material, and profit is calculated at 8% of labor and material. These are fixed fees. (16) Metering equipment costs for any permanent metering or monitoring equipment left on site. (17) The ESCO shall provide a Schedule of Values at the end of construction bidding. The schedule of values will include all costs related to the installation of the ESCO equipment, excepting fixed fee items. D. EXCLUSIONS 1. Maximum project costs do not include the following: a) Modifications or upgrades of electrical service or distribution systems. b) Modifications to existing street lighting pole distribution or correcting existing lighting deficiencies. E. CONSTRUCTION CONTINGENCY A construction contingency of $68,323 (not including sales tax) has been established for this project. The contingency is for items necessary to complete the original scope of work upon approval by the Owner and DES Energy Program. Such approval for the use of contingency funds for work in the original scope shall not be unreasonably withheld. The ESCO shall not be allowed to mark -up contingency funds expended for items included in the original scope of this project. The ESCO and Owner will jointly manage any contingency left after the project scope is completed. The ESCO shall be allowed to mark -up items beyond the original scope and approved by Owner. All unused construction contingency funds shall reduce the overall project cost to the Owner. F. ONGOING SERVICES Ongoing measurement and verification for the first year are included in the project fees. After the end of Year 1, the ESCO will present a proposal to the Owner for ongoing measurement and verification services for future years, at the owner's request. These services will verify energy savings and provide engineering assistance in maintaining the savings as described in Section III. The owner may cancel these services at any time. Such cancellation will also terminate the energy savings guarantee (Section XI). G. ACCOUNTING RECORDS The ESCO shall check all material, equipment, and labor entering into the Work and shall keep such full and detailed accounts as may be necessary for proper financial management under this Agreement. The accounting system shall be satisfactory to the Owner. The Owner shall be afforded access to all the ESCO's records, books, correspondence, instructions, drawings, receipts, vouchers, memoranda, and similar data relating to this Contract, and the Contractor shall preserve all such records for a period of three years, or for such longer period as may be required by law, after the final payment. H. RECONCILIATION OF LABOR & MATERIAL COSTS The financed amount is based on an estimate of Labor & Material costs. In recognition that actual Labor & Material costs may vary from the estimate, the following procedures are established to reconcile this difference: a) When actual Labor & Material costs exceed the estimated Labor & Material costs (plus contingency), the additional expense will be borne by the ESCO without affecting the Owner's payment. Page 8 Ameresco, Inc. Energy Services Proposal City of Federal Way Street Lighting b) When actual Labor & Material costs are less than the estimated Labor & Material costs (plus Contingency), the remaining funds will be retained by the Owner. I. DIVERSE BUSINESS PARTICIPATION GOALS FOR THIS PROJECT Ameresco supports the State of Washington's diverse business inclusion plan targets and recognizes the ability of the DES ESCO program to participate in contributing to these goals. Ameresco understands the unique nature of ESCO work and acknowledges the responsibility to DES and the client agency to provide a project that meets the client's needs while providing the guaranteed savings as agreed to and contracted. To support diverse business outreach in Washington State. Ameresco has established the following diverse business participation goals for this project: State Certified Categories Original Contract Percentages Percentage for construction (This Project) Percentage for services (This Project) Minority -owned business 10% 0% 0% Women -owned business 6% 0% 0% Veteran -owned business 5% 0% 0% Small /mini /micro business 5% 0% 0% Ameresco will not be able to meet the original diverse participation goals for the following reason: • Ameresco is providing all professional services and there will be no subcontracts used for the Audit, Design, or Construction Management. • This is a lighting -only project that will use only one subcontractor for construction. V. RECOMMENDATIONS FOR REPLACEMENT OF EXISTING EQUIPMENT Wireless controls should be considered. New luminaires will be capable of wireless control for more comprehensive control strategies and reporting. VI. STANDARDS SERVICE A. ILLUMINATION LEVELS 1. The lighting and illumination levels for lighting systems provided by the ESCO will meet or exceed existing lighting and illumination levels. VII. BASELINE ENERGY CONSUMPTION A. OVERALL RESOURCE USE Fuel Cost ($) Average Annual Consumption Time Period Utility Provider Electricity (kWh) $ 291,547 2,434,024 Jan 16 - Dec 16 PSE Page 9 Ameresco, Inc. Energy Services Proposal City of Federal Way Street Lighting VIII. ESTIMATED ANNUAL SAVINGS AMOUNT AND UTILITY INCENTIVE A. ELECTRICAL The ESCO estimates that annual electrical costs will be reduced by $166,563. This estimate is based on an annual consumption being reduced by 1,776,118 kWh. B. UTILITY INCENTIVE The ESCO estimates that an incentive in the amount of $301,430 will be provided by PSE. IX. METHOD OF CALCULATING ENERGY SAVINGS AND ENERGY COST SAVINGS A. ENERGY AUDIT The energy cost savings are calculated in Exhibit 1. These savings calculations have been reviewed and accepted by the DES Energy Program project management, the Owner and the ESCO. B. CALCULATION OF SAVINGS 1. The Owner and ESCO agree that the energy savings exists if the ESCO equipment performs as described below (as measured per Section 111.6): a) Lighting systems installed by the ESCO: The lighting systems perform properly when new components with efficiencies equal to or greater than those in Exhibit 1 are installed. 2. The Owner and the ESCO agree that should the ESCO installed equipment not perform as outlined in Section IX.B.1, the ESCO shall pay the equivalent value of the guaranteed level of the calculated energy savings associated with the failed area. The Owner agrees to notify the ESCO by telephone within two working days of detecting any non - performing ESCO installed equipment with a follow -up in writing within three business days. 3. The ESCO shall have two weeks from notification to repair the ESCO equipment without reduction of savings. 4. Modifications to Baseline by Owner: The Owner shall maintain all existing facilities and installed equipment during the term of this contract at or above current maintenance levels. Owner agrees to maintain the energy efficiency of the systems installed. X. FINANCING Project financing will be provided by the Owner. XI. ENERGY SAVINGS GUARANTEE The ESCO guarantees that the equipment will perform as indicated in Section IX - Method of Calculating Energy Savings and Energy Cost Savings. This performance level is guaranteed for one year following the notice of commencement of savings (defined as Year 1), or for the duration of the monitoring and verification services, whichever is shorter. Based on this performance, and as indicated in Exhibit 1, electrical savings will not be less than 1,598,506 kWh per year. This corresponds with 90% of the estimated energy savings. Page 10 Ameresco, Inc. Energy Services Proposal City of Federal Way Street Lighting If the guaranteed performance in Year 1, pursuant to Section IX — Method of Calculating Energy Savings and Energy Cost Savings, is less than the guaranteed minimum, the ESCO shall pay the Owner in accordance with Section IX.B.2. XII. ESCO COMPENSATION A. PAYMENTS 1. Owner agrees to make progress payments based on construction progress and one subsequent payment for retainage. 2. Retainage will be released within 45 days after receipt of all lien releases, L &I releases, and Revenue and Employment Security certificates and releases by Owner. XIII. TERM OF AGREEMENT Subject to the following sentence, the term of this Contract shall be one year beginning with the Notification of Commencement of Energy Savings. Nonetheless, the Contract shall be effective and binding upon the parties immediately upon its execution, and the period from contract execution until the Commencement Date shall be known as the "Interim Period." All energy savings achieved during the Interim Period will be fully credited to Customer and may be used to offset any loss of energy savings as mutually agreed to by the DES Energy Program manager, Owner, and the ESCO. XIV. TERMINATION VALUE Upon commencement of energy savings, Owner may at any time terminate this Agreement. Any termination shall fully and finally terminate and extinguish all of the Owner's rights and all of the ESCO's obligations under this agreement. XV. PROJECT SCHEDULE The ESCO will complete design work within 90 days of Notice to Proceed. Construction work will be substantially complete within 150 days of design acceptance. Final completion will be within 180 days of design acceptance. XVI. EXTENT OF SUBCONTRACTING The ESCO may subcontract the energy audit, design, construction management, start -up, and training portions of this Contract to qualified firms at its sole discretion. Construction subcontracts may be awarded competitively or may be directly sourced to a selected contractor should the owner and ESCO agree. The ESCO will endeavor to satisfy the MWBE goals of Washington State. The ESCO will not be required to meet these goals if the project budget is exceeded and cost effectiveness is impaired. XVII. INSURANCE AND BONDING 1. The ESCO shall provide a payment and performance bond in accordance with Exhibit 3. Builders Risk Insurance will also be provided by the ESCO. 2. For the purposes of this Agreement, the "Sum Amount of Bond" shall be $1,479,535. This amount does not include any construction contingencies. 3. The bond amount consists of the following: (a) Labor and Material and Bond Cost $1,393,780 (b) Sales Tax $85,755 Page 11 Ameresco, Inc. Energy Services Proposal City of Federal Way Street Lighting (c) Bond Total $1,479,535 (1) Certificates of General Liability Insurance will be provided prior to Contract Signing. The State of Washington shall be named as An Additional Insured on all insurance certificates. 4. The ESCO shall provide a payment and performance bond in the amount of 100% of the construction cost, as defined in the Energy Services Agreement Addendum. The amount shall include all authorized changes and state sales tax. The Bond shall be in the form attached to the Conditions of the Energy Services Agreement. The Contract listed on the bond form shall be the Addendum No. and Agreement No. which incorporates the work, and the "Contract Date" shall be the date of the Addendum. The full and just sum of the Bond shall be as defined above and shall include the actual cost of purchasing and installing the ESCO equipment, job superintendent, and state sales tax. The Bond shall specifically exclude coverage for those portions of the Energy Services Agreement and /or Energy Services Agreement Addendum pertaining to design services, energy cost savings guarantee, maintenance guarantee, utility incentives, efficiency guarantees, and any other clauses which do not relate specifically to construction management and supervision of work for purchasing and installing of the ESCO Equipment or for work to be accomplished by the Owner. The Bond shall be with a Surety or Bonding Company that is registered with the State of Washington Insurance Commissioner's Office. XVIII. RENEGOTIATION Both parties recognize that during the project implementation, the DES Energy Program Manager, Owner, and the ESCO may mutually agree to various modifications and that the energy savings may change as a result. Further, local code officials may require unanticipated changes to the project scope. In either event, both parties shall negotiate in good faith to restructure the project to maintain the intent of this Agreement. XIX. EXHIBITS AND TABLES Please see attached exhibits & tables Page 12 Ameresco, Inc. City of Federal Way Street Lighting A. TABLE 1 FINANCIAL ANALYSIS Energy Services Proposal PROJECT COSTS Mech, Water, General Lighting Total Project Costs Engineering Audit 2 $ 5,270 $ 5,270 Estimated Labor and Material Cost $ - $ 1,366,451 $ 1,366,451 r M,W,G Design @ 10.0% of Labor & Material $ - Reinvest Rate $ - Lighting Design @6.0 %of Labor &Material 0.0% $ 81,987 $ 81,987 Construction Mgt @ 6.0% of Labor & Material $ - $ 81,987 $ 81,987 Bonding @ 2.0% of Labor & Material $ - $ 27,329 $ 27,329 ESCO Overhead @ 10.0% of Labor & Material $ - $ 136,645 $ 136,645 ESCO Profit @ 8.0% of Labor & Material $ - $ 109,316 $ 109,316 1st Year of Ameresco M &V 0 0 $ 12,478 Subtotal: $ - $ 1,808,985 $ 1,821,463' Construction Contingency @ 5.0% of CC $ - $ 68,323 $ 68,323 Subtotal - Maximum Proiect Cost: $ - $ 1,877,308 $ 1,889,786 Est Sales Tax @ 10.0% of RoW lighting Materials Cost $ - $ 187,731 $ 85,755 0 Additional Years of M &V - Ameresco Qincludes tax) $ - 1 Years of M&V - DES $ - DES Project Management Fees $ 56,000 TOTAL PROJECT PRICE: $ - $ 2,065,039 $ 2,031,541 Estimated Utility Incentive $ - $ 301,430 $ 301,430 $ 350,000 Commerce Grant Request Estimated Client Net Cost (excluding add'ti years M &V) $ 1,380,111 Client Initial Cash Payment of Non-State Dollars $ - $ - Client Initial Cash Payment of State Dollars Amount to be Financed by Client: $ 1,380,111 $ 73,760 Year 1 Estimated Cash Flow: Year 1 Cash Flow Based on Guaranteed Energy Savings (90 %): $ 57,104 ECONOMIC ASSUMPTIONS Interest Rate : 2.00% Financing Tenn: 10 years Payments /year. 2 Est Annual Rate of Energy Increases: 1.50% Savings Guarantee: 90%1 NPV life: 10 years Client Discount Rate: 2.0% Reinvest Rate 2.0% Marginal Tax Rate 0.0% Simple Payback Period Including Fees: 8.3 10 Yr Estimated Net Present Value $ 647,769 10 Yr Estimated Modified Internal Rate of Retum 0 Grant Metrics Commerce "$ 350,000 Non state funds '$ 1,681,541 State funds '$ - Total '$ 2,031,541 Leverage 4.80 Com. Payback 13.8 ANNUAL ENERGY SAVINGS Mechanical Water Lighting General Total Electrical Savings (kWh) 0 0 1,776118 0 1,776,118 Electrical SavingsjkW),_ 0 0 0 0 0 Nat Gas Savings (Therms) 0 0 0 0 0 Oil (Gal)_ 0 0 0 0 0 Propane (Gal) 0 0 0 0 0 WaterSavings(CCF) 0 0 0 0 0 $ Saved $ - $ - $ 166,563 $ - $ 166,563 Page 13 Energy Services Proposal O N Z to w z W w W F 2 1- U) w 2 0 0 W C/3 CO cn 0 N 2 a in Q 71 3 w LT. re E ._ a� os 8 A o .h 9 3 A 8 8 9 1 9 8 8 a a 2 a 4 4 Y 4 4 4 4 2 E. s a 4 8 8 R 81 an gi N 3 2 4 8 8 3 g 4 4 4 a 8 8 4 a 8 2 2 y� N 8 G gN N 8 8 a a g N A & } 8 II a O 2 } ww z W 0 W W F Z 0 2 0 0 W to a m cn 2 a N U w 0 re a s A 4 9 wI N im m 1� 8 m 8 3,750,241 53,949,160 is N►A 8 190.229 5 193.083 3,361,179 53,554,262 m Ni0 a a a 8 s m Im en vs se 8 6. es R ow 6 es es R 2 8 4 a 8 g8i 8 4 8 s 8 9 8 8 4 5 4 8 4 8 4 U es 8 8 8 a 8 a I 3 11 81 a �1 J N % °c a° e u Oa 2a a u 69 61 N c N O $ U< 1- U W 0 a D 5 1 1 61 61 4. 3 4 es on eso ess es 2 a V 8 I I 3 3 1 2 8 3 NET ANNUAL CASH FLOW WHEN FINANCING PROJECT: 2 2 8 2 9 8 N 9 205,185 5 208,242 $ 211,366 8 2 2 3 8 • 8 2 a 8 8 0 2 6. 5 2,365, 953 9 2,583, 708 9 2,804,729 81,731,808 51,940,051 92,151,417 4 A 4 8 a a 8 Q8 a 8 8 F 0 8 4 9 a en a 9 184,648 8 187,418 8 190,229 $ 193,083 $ 195,979 8 198,919 4 8 4 4 8 8 2 a a 4 8 A 2 8 4 Nm N 8 8 R 8 8 8 8 n 8 4 8 a N 8 8 4 8 8 a 169,218 8 224,590 5 279,735 9 334,817 9 a 8 N N os Y Energy Services Proposal TABLE 3 FULL LIST OF MEASURES U y E = c t^ 5 O 8 r. E V N a J C o — ,22 E Y 3 8 g. o ti � 7 a _ E E a q0 2 A N u' o 8 G o u W E 2 c a w c w V E 3 E 3 C Y Conservation Measure TABLE 4 SELECTED MEASURES d k a 11 ; § P. w ,/- ), ' — 1 2 to 7oN f N E= " \ ) k= )� ] 8 70 WI M !1 �3 I § 1 & _ _ } ; . !«a ;) kn )! |. ]! 7 . § §! : " ra el - ! i to a) - � \ . ) ture Tot: Use - El §2 .. . 3 !'_ °` # - _ # ! 'i\�® / Current Annual Use -I Electrical )! )# ■ § R Conservation Measure City of Federal Way LigMing_Conservation Measures Lighting Retrofit (roadway): This measure will replace City-owned roadway lighting with LED. Options for controls will be considered. (METERED) Lighting Retrofit (roadway): This measure will replace City-owned roadway fighting with LED. Options for controls will be considered. (NON - METERED) * . / k Request for Contract Contracts Information Project Description Attached is the ESP for Project # 17 -141 A IAA # K4360 Energy Program - Project Manager Steve Butros Request Date 8/14/2017 Client Agency City of Federal Way ESCO Ameresco Project Title (Include Phase #, if necessary) Street Lighting Upgrades Proposal Date 3/2/2017 Construction Period Timeline (Days) 270 Agreement Period (Days) 270 Import to B2Gnow for Reporting: Q check Now Scope: Upgrade /retrofit 2129 Metered and 213 Non - metered street lights with new LED fixtures Tota Project Costs: ESP page # 16 Contract Total Project Cost from finance table in ESP $ 2,031,541.00 Inclusion Plan Updated: Percentage Goals: Construction Cost ViO $ 1,452,206.00 Minority-owned Business: 0% Construction Bond CODS $ 27,329.00 Womareowned Business: 0% Contract Amount: $ 1,479,535.00 veteran -owned Business: 0% Contingency: SO " 0 Allotment (part of Contingency): $ 68,323.00 Small /mini /micro Business: 0% Project will not meet original inclusion plan goals due to project being lighting scope only with one subcontractor for construction. •eet lighting project (Tax on Materials Only) ix ($85,755) included in Construction Cost Total Total Contin enc g y: $ 68,323.00 Add To or Subtract From Contingency: $ Adjusted Contract Contingency: $ 68,323.00 Sales Tax Rate (Percent): Construction Sales Tax: Construction Cost with Sales Tax: $ 1,479,535.00 Construction Cost with Sales Tax & Contingency: $ 1,547,858.00 Agreement . Audit Des _ $ - 5,270.00 Inclusion Pion Updated: Percentage voois. Design - all (6 %) , 5. $ - 81,987.00 Minority -owned Business: 0% CM (6 %) ^ (y $ 81,987.00 Woman -owned Business: 0% OH&P (18%) $ 245,961.00 Veteran -owned Business: 0% Subtotal Design CM OH &P $ 409,935.00 Small/mini /miaoBusiness.- 0% Professional Services Subtotal $ 415,205.00 Over head Breakout Total: $136,645.00 Professional Services - Sales Tax: $ - Profit Breakout Total: $109,316.00 Professional Services - Agreement Total: $ 415,205.00 cni &P Total Balance: $ 245,961.00 > °a First Year M &V Costs C'. t dk 11 $ 12,47$ 00 Note: costs Indicate here if yearly M &V csts differ Years Two and On M &V Costs $ - M &V Fee Checker $ 14,990.67 Number of Years of M &V 1 Cost Per Year ODI O ESCO Initial M &V Invoice Date 6/1/19 Invoice until (year) 6/1/19 Subtotal M &V Costs: $ 12,478.00 Notes: M &V Sales Tax: $ - M &V Services Agreement Total: $ 12,478.00 < Q Energy Program Project Management Fee: S pt-0. IW WN LLL ge 56,000.00 Does fee match fee schedule ? YIN Estimated Date for Energy Program Invoicing: 11 6/1/18 Y Energy Program M &V Fee (Yrs. 2 and on): Cost per year nitial M &V Invoice Date Number of Years 1 4.. l°— Guaranteed Maximum Project Cost $ 1,975,541.00 Calculated Total Project Cost $ 2,031,541.00 Maximum Projected Project Cost 5 2,031,541.00 Energy Program Information Estimated Utility Incentives ($) $ 301,430.00 Source: Grant Amount ($)* $ 350,000.00 Source': Client loan from Treasurer (or 3rd party) ($) 9 1,380,111.00 "Specify Grant Source, such as: Commerce Grant Round 2016 or Federal, etc. Client Capital ($) Guaranteed Electric Savings (in units) 1,598,506 ' kWh Guaranteed Gas Savings (in units) E- Therms Other Guaranteed Savings (in units) Type: Guaranteed Renewable Energy (in units) Type: Annual Energy Cost Savings (9) $ 149,906.70 M &V and Case Study Information Client Contact Name Desiree Winkler E -mail Address desiree .winkler @cltyoffederalway.com Phone 11 253 -835 -2711 ESCO Contact Name Doug Rogers E -mail Address drogers@ameresco.com Phone # (425) 577 -3481 RFC - City of Federal Way - 17 -141 Page 1 RETURN TO: PW ADMIN EXT: 2700 ID# 3 L; CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: PUBLIC WORKS / 2. ORIGINATING STAFF PERSON: C� \V 2� `tv'� fir 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G, RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ExT:1G2% /1 3. DATE REQ. BY: /2 ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ REAL ESTATE DOCUMENT ❑ ORDINANCE ❑ CONTRACT AMENDMENT (AG #): t -0)5- ❑ OTHER ❑ HUMAN SERVICES / CDBG ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ RESOLUTION X INTERLOCAL 4't erg lj U('h ttCt�i C-014StV JCL +OVi 5. PROJECT NAME: 0/1()V1 l()V1 t V 1 S 13 -�C C\i l C ✓'Qj e_ VVIck/U.IgVIAktil- al/t4 6. NAME OF CONTRACTOR: k/�k 9f jO ADDRESS: .O • 1-10.1 7 to ©ly vvt Ian I a, I q- E -MAIL: CwV Sc 15tq (7rL'- 2. Q A P • W C -ycAl. SIGNATURE NAME: \`V VAr ‘,U; q p �{ ert 6,e ✓er\Iice_s -I O SO'1t—H-1 it) TELEPHONE: 3(C L10 7 - 7 � 12 FAX: _ TITLE: E LV y ero YIC:Ml iM5fV 7. EXHIBITS AND ATTACHMENTS: (SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS CFW LICENSE # BL, EXP. 12/31/ lJ,� -7 UBI # , EXP. / / ?�% 8. TERM: COMMENCEMENT DATE: /an . 2 ; %V/ T- COMPLETION DAT `'/ •O 2 eCt- 45' 11,O (Ptvvt it -e.sco v tA, T ( 'Q) 9. TOTAL COMPENSATION: $ {t, �tc� 1, - -- q coo Da i& 1,L'e CC ,UDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES f -NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED: ❑ YES NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY ❑ PURCHASING: PLEASE CHARGE TO: 10. DOCUMENT / CONTRACT REVIEW NAGER -fl- HIVISION-MANAUT EPUTY DIRECTOR IRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) X LAW DEPT INITIAL / DATE REVIEWED INITIAL / DATE APPROVED 11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING SENT TO VENDOR/CONTRACTOR ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS INITIAL / DATE SIGNED DATE SENT: `" ❑ LAW DEPT ❑ CHIEF OF STAFF SIGNATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK SSIGNED AG # SIGNED COPY RETURNED ❑ RETURN ONE ORIGINAL COMMENTS: EXECUTE °ORIGINALS COUNCIL APPROVAL DATE: DATE REC'D: G r 7/11 CA,tGw J— rDl? -L�e C1/tcU'`t° 1 /15 STATE OF WASHINGTON DEPARTMENT OF ENTERPRISE SERVICES 1500 Jefferson St. SE, Olympia, WA 98501 PO Box 41476, Olympia, WA 98504 -1476 December 22, 2016 TO: Jim Ferrell, Mayor City of Federal Way FROM: Curtis Pate, Contracts Specialist, (360) 407 -7913 Engineering & Architectural Services RE: Agreement No. 2017 -141 A (1) Roadway Lighting Upgrades Ameresco Incorporated SUBJECT: Funding Approval The Department of Enterprise Services, Engineering & Architectural Services, requires funding approval for the above referenced contract document(s). The amount required is as follows: Energy Audit and Energy Services Proposal Total $ 5,720.00 $ 5,720.00 In accordance with the provisions of RCW 43.88, the signature affixed below certifies to Engineering & Architectural Services that the above identified funds are appropriated, allotted or that funding will be obtained from other sources available to the using client /agency. The using/client agency bears the liability for any issues related to the fundi t _ or his s roject. By ��� �' e ell, Mayor, City of Federal Way 'Date ease sign and return this form to E &AS. If you have any questions, please call me. 2017141 Afndcp AMERESCO Green • Clean • Sustainable 222 Williams Avenue South, Suite 100 Renton, WA 98057 P: 206 522 4270 F: 425 687 3171 ameresco.com December 19, 2016 Mr. Steve Butros Department of Enterprise Services 1500 Jefferson Street SE PO Box 41476 Olympia, WA 98504 -1401 SUBJECT: Audit Fee Proposal City of Federal Way — Roadway Lighting Dear Steve, We are pleased to submit this proposal for the audit phase of the City of Federal Way Energy Efficiency Upgrades. The facilities which have been identified by the City are: City -owned roadway lighting. 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 (ECMs). 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 Facility and a description of those buildings and systems which will receive ESCO Equipment and ESCO Services; 2. The Cost Effective ECMs to be installed or caused to be installed by the ESCO and a description of the ECMs analyzed but disqualified under the cost effectiveness criteria; 3. The services that the ESCO 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 standards of comfort and service appropriate for the Facility; 7. The Baseline Energy Consumption for the existing roadway lighting, methodology and variables used to compute the Baseline, and the Baseline calendar period which will not be less than twelve (12) months; Printed I on letyakd nutcnd City of Federal Way Roadway Lighting Page 2 of 4 8. The guaranteed Energy Savings and estimated Energy Cost Savings that are expected to result from the installation of the ESCO Equipment and from the ESCO Service and an explanation of the method used to make the estimate; 9. The method by which Energy Savings and Energy Cost Savings will be calculated during the term of the Energy Services Agreement; 10. A description of how the ESCO will finance its acquisition of the ESCO Equipment and when title to the ESCO Equipment will pass to the Owner; 11. A description of how the Energy Savings will be guaranteed by the ESCO; 12. A description of how the ESCO proposes to be compensated; 13. The term of the Energy Services Agreement; 14. The schedule for project completion; 15. The nature and extent of work and equipment that the ESCO anticipates it will receive from other firms under sub - contract; 16. Preliminary measurement & verification (M &V) plan: The ESCO will provide on -going measurement and verification to help ensure the predicted savings are achieved throughout the first 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. The ESCO will attend one annual meeting to review the Measurement & Verification results and reconcile energy savings. Conservation measures will include items that save energy or other resources (including various cost savings measures). 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 during 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 savings, and financing costs will be neutral or positive with respect to pre - project cash flow, assuming a finance term of no more than ten years. 2. The selected Energy Conservation Measures (ECMs) will be evaluated as a bundle in determining whether 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 cost savings (purchased parts and service contracts, but not internal labor costs) will be used for determining cost - effectiveness. 6. The finance period for the proposed bundle of ECMs may not exceed their average useful life. City of Federal Way Roadway Lighting Page 3 of 4 • If Ameresco is NOT able to develop a project that meets the above cost effectiveness criteria, the associated audit fee will be waived. • If Ameresco develops a project that meets the cost effectiveness criteria, the City is responsible for the full amount of the audit; the audit fee can either be rolled into the construction contract or be paid in full by the City. Fee for Engineering Services: A. Basis and amount: Fixed Fee for Services Energy Audit: $5,720 It is understood by Ameresco that payment and terms are contingent upon the requirements set forth in the Energy Services Proposal. Schedule for Engineering Services: The Energy Audit will be completed within 90 days of the Notice to Proceed. It is understood the IGA report and associated Energy Services Proposal will be required for a Department of Commerce Energy Efficiency Grant Application on March 9, 2017. We at Ameresco, Inc. appreciate the opportunity to provide these services. If this proposal for Audit Services is satisfactory, please forward contract documents. Sincerely, Ameresco, Inc. Zi.e4 Grant A. Thorsland Regional Manager - Northwest Attachments: Fee Proposal, List of Facilities and Square Footage, Conservation Measure Lists City of Federal Way Roadway Lighting Page 4 of 4 ECM List: City of Federal Way Lighting Conservation Measures Rank FW -L1 Lighting Retrofit (roadway): This measure will replace City -owned roadway lighting with LED. Options for controls will be included. 1 -2 PAYBACK RANK NOTES: 1) Measures that are likely to pay for themselves through energy savings and utility incentives. 2) Measures that may pay for themselves, or may require some capital infusion 3) Measures that will require significant ( >50 %) capital infusion Hourly Summary: Field Audit Project Construction Project Technician / Admin. TASK Manager Manager Engineer TAB / Cx Assistant Total Hours Field /Audit 4 4 Analysis /Calculations 24 24 Evaluation of ECMs 8 8 Report Write -up 4 4 Customer Presentation 0 Travel 4 4 Total Hours: 44 0 0 0 0 44 Hourly Rate: $ 130 $ 120 $ 120 $ 105 $ 75 Estimated Fee for Services: $ 5,720 $ - $ - $ - $ - $ 5,720 Total Audit Fee - Energy Project: $ 5,720 RETURN TO: PW ADMIN EXT: 2700 ID# 2D1 l CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. 2. ORIGINATING DEPT/DIV: PUBLIC WORKS / ORIGINATING STAFF PERSON: De.,3 2 e L3 I `.1 bI W Ex r: )4 27 11 3. DATE REQ. BY: 12 -- 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ REAL ESTATE DOCUMENT ❑ ORDINANCE ❑ CONTRACT AMENDMENT (AG #): ❑ OTHER ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ MAINTENANCE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ RESOLUTION X INTERLOCAL r: ev; y U i 1 1-N coy] se yr ■3c.:c -{ c Prop 5. PROJECT NAME: MO VIA 0,13 _ C\ CC S Se' V I c S 6. NAME OF CONTRACTOR: 1/A 9f -c(� c i�• £ t to e'tg� ADDRESS: .O t I I u (D C i vvt r Lk; Q $ TELEPHONE: 3 (.Po LJ 0 '7 - - 9j 12, E -MAIL: C \ S lc iit A L S , cJGt .�c^. \J, FAX: _ SIGNATURE NAME: -V LU (cI F{ P ( A TITLE: CVlL1(q y fro citC4 \Il 7va 7. EXHIBITS AND ATTACHMENTS: )SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE J ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS CFW LICENSE # BL, EXP. 12/31/ UBI # , EXP. / / 8. TERM: COMMENCEMENT DATE: 1 /26 /2en 3- COMPLETION DAT 1 2 /3 1 / 2022- VV7ctvtcty.eVL cti4d i��'11� (/1v 1iSCci �i , b e r 9. TOTAL COMPENSATION: $ , A� �1, -- (! ,/ CC 0 Oa ix COIN UD EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED: ❑ YES NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY ❑ PURCHASING: PLEASE CHARGE To: 10. DOCUMENT / CONTRACT REVIEW $ER -o- DWISION MAI UER ?EPUTY DIRECTOR IRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) LAW DEPT INITIAL / DATE REVIEWED 11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING SENT TO VENDOR/CONTRACTOR ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS INITIAL / DATE SIGNED DATE SENT: I l 2`31 ❑ LAW DEPT ❑ CHIEF OF STAFF SIGNATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK - f AG # SIGNED COPY RETURNED ❑ RETURN ONE ORIGINAL COMMENTS' EXECUTE "ORIGINALS INITIAL / DATE APPROVED COUNCIL APPROVAL DATE: C / DATE REC'D: B-•-L �Gil� .O v.A.PlAsof 1 /15 Interagency Agreement Date: November 28, 2016 Department of Enterprise Services Interagency Agreement No: K4360 Interagency Agreement Between the State of Washington Department of Enterprise Services And the City of Federal Way This Agreement, pursuant to Chapter 39.34 RCW, is made and entered into by and between the Department of Enterprise Services, Engineering & Architectural Services, hereinafter referred to as "DES ", and the City of Federal Way, hereinafter referred to as the "CLIENT AGENCY ". The purpose of this Agreement is to establish a vehicle for DES to provide future Energy/Utility Conservation Project Management and Monitoring Services to the CLIENT AGENCY and to authorize the development of the energy services proposal. Now therefore, in consideration of the terms and conditions contained herein, or attached and incorporated by reference and made a part hereof, the above -named parties mutually agree as follows: 1. Statement of Work DES shall furnish the necessary personnel and services and otherwise do all things necessary for or incidental to the performance of the work set forth in Attachment "A" and Attachment "C ", attached hereto and incorporated herein by reference. Unless otherwise specified, DES shall be responsible for performing all fiscal and program responsibilities as set forth in Attachment "A" and Attachment "C ". Energy/Utility Conservation projects shall be authorized by Amendment to this Agreement. 2. Terms and Conditions All rights and obligations of the parties to this Agreement shall be subject to and governed by the terms and conditions contained in the text of this Agreement. The CLIENT AGENCY shall provide the Energy Services Company (ESCO) with any additional contract language necessary to comply with the requirements established under federal grants, the American Recovery & Reinvestment Act of 2009 (ARRA) and the Energy Efficiency and Conservation Block Grant (EECBG). The ESCO and their subcontractors are required to comply with all applicable federal regulations and reporting procedures. 3. Period of Performance Subject to its other provisions, the period of performance of this master Agreement shall commence when this Agreement is properly signed, and be completed on December 31, 2022 unless altered or amended as provided herein. Interagency Agreement No. K4360 Page 1 of 5 4. Consideration Compensation under this Agreement shall be by Amendment to this Agreement for each authorized project. Each Amendment will include a payment schedule for the specific project. For Project Management Services provided by DES under Attachment "A" of this Agreement, the CLIENT AGENCY will pay DES a Project Management Fee for services based on the total project value per Project Management Fees Schedule set forth in Attachment `B ". If the CLIENT AGENCY 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 per Attachment `B ". The Termination Fee will be based on the estimated Total Project Value outlined in the Energy Audit and Energy Services Proposal prepared by the ESCO. If monitoring and verification services are requested by the CLIENT AGENCY and provided by DES under Attachment "C" of this Agreement, the CLIENT AGENCY will pay DES $2,000.00 annually for each year of monitoring and verification services requested. Compensation for services provided by the ESCO shall be paid directly to the ESCO by the CLIENT AGENCY, after DES has reviewed, approved and sent the invoices to the CLIENT AGENCY for payment. 5. Billing Procedure DES 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 closeout documents and commencement of energy savings notification. Each invoice will clearly indicate that it is for the services rendered in performance under this Agreement and shall reflect this Agreement and Amendment number. DES will invoice for any remaining services within 60 days of the termination of this Agreement. 6. Payment Procedure The CLIENT AGENCY shall pay all invoices received from DES within 90 days of receipt of properly executed invoice vouchers. The CLIENT AGENCY shall notify DES in writing if the CLIENT AGENCY cannot pay an invoice within 90 days. 7. Non - Discrimination In the performance of this Agreement, DES shall comply with the provisions of Title VI of the Civil Rights Act of 1964 (42 USC 200d), Section 504 of the Rehabilitation Act of 1973 (29 USC 794), and Chapter 49.60 RCW, as now or hereafter amended. DES shall not discriminate on the grounds of race, color, national origin, sex, religion, marital status, age, creed, Vietnam -Era and Disabled Veterans status, or the presence of any sensory, mental, or physical disability in: Interagency Agreement No. 1(4360 Page 2 of 5 a) Any terms or conditions of employment to include taking affirmative action necessary to accomplish the objectives of this part and b) Denying an individual the opportunity to participate in any program provided by this Agreement through the provision of services, or otherwise afforded others. In the event of DES's non - compliance or refusal to comply with the above provisions, this Agreement may be rescinded, canceled, or terminated in whole or in part, and DES declared ineligible for further Agreement with the CLIENT AGENCY. DES shall, however, be given a reasonable time in which to cure this noncompliance. Any dispute may be resolved in accordance with the "Disputes" procedure set forth therein. 8. Records Maintenance The CLIENT AGENCY and DES shall each maintain books, records, documents, and other evidence that sufficiently and properly reflect all direct and indirect costs expended by either party in the performance of the services described herein. These records shall be subject to inspection, review, or audit by personnel of both parties, other personnel duly authorized by either party, the Office of the State Auditor, and federal officials so authorized by law. DES will retain all books, records, documents, and other material relevant to this agreement for six years after expiration; and the Office of the State Auditor, federal auditors, and any persons duly authorized by the parties shall have full access and the right to examine any of these materials during this period. 9. Contract Management a. The CLIENT AGENCY Representative on this Agreement shall be: Jim Ferrell Mayor 33325 8th Avenue South Federal Way, Washington 98003 -6325 Telephone (253) 835 -2402 The Representative shall be responsible for working with DES, approving billings and expenses submitted by DES, and accepting any reports from DES. b. The DES Project Manager on this Agreement shall be: Steve Butros, Energy Engineer Department of Enterprise Services Engineering and Architectural Services Post Office Box 41476 Olympia, Washington 98504 -1476 Telephone (360) 407 -9381 Steve Butros will be the contact person for all communications regarding the conduct of work under this Agreement. Interagency Agreement No. K4360 Page 3 of 5 10. Hold Harmless Each party to this Agreement shall be responsible for its own acts and/or omissions and those of its officers, employees and agents. No party to this Agreement shall be responsible for the acts and/or omissions of entities or individuals not a party to this Agreement. 11. Agreement Alterations and Amendments The CLIENT AGENCY and DES may mutually amend this Agreement. Such Amendments shall not be binding unless they are in writing and signed by personnel authorized to bind the CLIENT AGENCY and DES or their respective delegates. 12. Termination Except as otherwise provided in this Agreement, either party may terminate this Agreement upon thirty (30) days written notification. If this Agreement is so terminated, the terminating party shall be liable only for performance in accordance with the terms of this Agreement for performance rendered prior to the effective date of termination. 13. Disputes If a dispute arises under this Agreement, it shall be determined in the following manner: The CLIENT AGENCY shall appoint a member to the Dispute Board. The Director of DES shall appoint a member to the Dispute Board. The CLIENT AGENCY and DES shall jointly appoint a third member to the Dispute Board. The Dispute Board shall evaluate the dispute and make a determination of the dispute. The determination of the Dispute Board shall be fmal and binding on the parties hereto. 14. Order of Precedence In the event of an inconsistency in this Agreement, unless otherwise provided herein, the inconsistency shall be resolved by giving precedence in the following order: a) Applicable Federal and State Statutes and Regulations b) Terms and Conditions c) Attachment "A ", Project Management Scope of Work; Attachments "B ", Project Management Fees; and Attachment "C ", Monitoring Services Scope of Work, and d) Any other provisions of the Agreement incorporated by reference. 15. All Writings Contained Herein This Agreement contains all the terms and conditions agreed upon by the parties. No other understandings, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind any of the parties hereto. Interagency Agreement No. K4360 Page 4 of 5 AUTHORIZATION TO PROCEED Agreed to and signed by: City of Federal Way Department of Enterprise Services Engineering & Architectural Services ignat im Ferrell Roger A. Wigfield, PE Name Name Energy Program Manager Mayor Title /e/2-‘)// Dat Title Date 7 /? The Department of Enterprise Services provides equal access for all people without regard to race, creed, color, religion, national origin, age, gender, sex, marital status, or disability. Contract information is available in alternative formats. For more information, please call Curtis Pate at (360) 407 -7913. K4360IAAagrcp Interagency Agreement No. K4360 Page 5 of 5 ATTACHMENT A Scope of Work Energy/Utility Conservation Projects Management Services Statewide Energy Performance Contracting Program Master Energy Services Agreement No. 2015 -181 B (2) DES will provide the following project management services for each specific project for the CLIENT AGENCY. Each individual project shall be authorized by Amendment to this Agreement. 1. Assist the CLIENT AGENCY in the selection of an Energy Service Company (ESCO) consistent with the requirements of RCW 39.35A for local governments; or 39.35C for state agencies and school districts. 2. Assist in identifying potential energy /utility conservation measures and estimated cost savings. 3. Negotiate scope of work and fee for ESCO audit of the facility(s). 4. Assist in identifying appropriate project funding sources and assist with obtaining project funding. 5. Assist in negotiating the technical, financial and legal issues associated with the ESCO's Energy Services Proposal. 6. Review and recommend approval of ESCO energy /utility audits and Energy Services Proposals. 7. Provide assistance during the design, construction and commissioning processes. 8. Review the ESCO invoice voucher(s) received for reasonableness and forward to CLIENT AGENCY for review and payment. 9. Assist with fmal project acceptance. 10. Provide other services as required to complete a successful energy performance contract. Interagency Agreement No. K4360 ATTACHMENT B Fee Schedule 2015 -17 Interagency Reimbursement Costs for Project Management Fees to Administer Energy/Utility Conservation Projects PROJECT TOTAL PROJECT VALUE MANAGEMENT FEE TERMINATION 5,000,001......6,000,000 $66,000 25,700 4,000,001......5,000,000 65,000 25,400 3,000,001......4,000,000 64,000 25,000 2,000,001......3,000,000 60,000 23,400 1,500,001......2,000,000 56,000 21,800 1,000,001......1,500,000 49,500 19,300 900,001..... 1,000,000 42,000 16,400 800,001 ..900,000 39,600 15,400 700,001 .800,000 36,800 14,400 600,001 .700,000 35,000 13,700 500,001 .600,000 32,400 12,600 400,001 ..500,000 29,000 11,300 300,001 .400,000 24,800 9,700 200,001 .300,000 19,800 7,700 100,001 .200,000 13,800 5,400 50,001 .100,000 7,500 3,500 20,001 ...50,000 4,000 2,000 0 ...20,000 2,000 1,000 The project management fee on projects over $6,000,000 is 1.1% of the project cost. The maximum DES termination fee is $25,700. 1. These fees cover project management services for energy /utility conservation projects managed by DES's Energy Program. 2. Termination fees cover the selection and project management costs associated with managing the ESCO's investment grade audit and proposal that identifies cost effective conservation measures if the CLIENT AGENCY decides not to proceed with the project through DES. 3. If the project meets the CLIENT AGENCY's cost effectiveness criteria and the CLIENT AGENCY decides not to move forward with a project, then the CLIENT AGENCY will be invoiced per Attachment B Termination or $25,700 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. K4360 Revised 3/12/2012 ATTACHMENT C Scope of Work Energy/Utility Conservation Projects Monitoring Services Statewide Energy Performance Contracting Program Master Energy Services Agreement No. 2015 -181 B (2) If requested DES will provide the following monitoring services for each specific project for the CLIENT AGENCY. 1. Monitor actual energy use and dollar costs, compare with the ESCO's annual Measurement and Verification (M &V) report and any ESCO guarantee, resolve differences, if needed, and approve any vouchers for payment. 2. Monitor facility operations including any changes in operating hours, changes in square footage, additional energy consuming equipment and negotiate changes in baseline energy use which may impact energy savings. 3. Provide annual letter report describing the ESCO's performance, equipment performance and operation, energy savings and additional opportunities, if any, to reduce energy costs. Interagency Agreement No. K4360