Res 036-2015 3/17/2015
Resolution No. 36-2015
Resolution authorizing the City Manager to enter into an Investment
Grade Audit Agreement with Ameresco Incorporated in an amount
not to exceed $62,500 through The Interlocal Purchasing System
WHEREAS, Ameresco Incorporated conducted a preliminary study of the City’s
water meters and meter reading systems, and that study indicated that installation of an
Advanced Meter Infrastructure System could benefit the City and might be budget
neutral over a 20-year period; and,
WHEREAS, the City would like for Ameresco to conduct a more detailed
analysis of such a project through an Investment Grade Audit ; and,
WHEREAS, Texas Local Government Code §252.022 exempts items purchased
through interlocal cooperative purchasing contracts from the State’s competitive
bidding requirements as follows:
This chapter does not apply to expenditure for. . . (12) personal property sold:. .
under an interlocal contract for cooperative purchasing administered by a
regional planning commission established und er Chapter 391.
WHEREAS, the City Council of the City of Wichita Falls has passed a resolution
approving the participation in such cooperative agreements .
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF WICHITA FALLS, TEXAS, THAT:
The City Manager is authorized to enter into an Investment Grade Audit
Agreement with Ameresco Incorporated, which is attached and made a part of this
resolution, in an amount not to exceed $62,500 through The Interlocal Purchasing
System.
PASSED AND APPROVED this the 17th day of March, 2015.
______________________________
M A Y O R
ATTEST:
____________________
City Clerk
INVESTMENT GRADE AUDIT AGREEMENT NO. _______
THIS INVESTMENT GRADE AUDIT AGREEMENT (the “Audit Agreement”) is entered into as of
the _____ day of _________, 2015 (the “Effective Date”) by and between the City of Wichita Falls,
Texas, whose principal offices are located at 1300 7th Street, Wichita Falls, TX 76301 (the “Owner”) and
Ameresco, Inc., with an address of 60 East Rio Salado Parkway, Suite 1001, Tempe, Arizona 85281
(“Ameresco”). Ameresco and Owner are also referred to individually as “Party” and collectively as the
“Parties”.
Whereas, the Owner desires that Ameresco perform an Investment Grade Audit (as hereinafter
defined) at its facilities and water meters described in Schedule A (the “Premises”);
Whereas, performance of the Investment Grade Audit constitutes the first phase (“Phase 1”) of
an energy and water conservation project (the “Project”).
Whereas, if Ameresco is directed by the Owner to proceed with the implementation of the
recommendations following the Investment Grade Audit, the second phase of the Project (“Phase 2”) will
consist of the design and installation of energy conservation measures described and recommended in
the Investment Grade Audit Report (defined below).
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Owner and Ameresco agree as follows.
PHASES OF PROJECT
Phase I -- Investment Grade Audit.
(a) After execution of this Audit Agreement, Ameresco will conduct an Investment Grade Audit at
the Premises. As used in this Audit Agreement, “Investment Grade Audit” means a process including (i)
the collection of data related to Owner’s use and operation of the Premises, observations of the
Premises, determination of base year energy and/or water consumption and/or water billings, financial
analysis of the cost and benefit of energy and water conservation measures and renewable energy
projects that are recommended to be installed at the Premises, determination of potential water and
sewer revenue enhancements from meter accuracy improvements, and operational and maintenance
benefits from new water meters, and (ii) the preparation of a detailed Investment Grade Audit Report,
which analyzes current energy consumption at the Premises, recommendations for energy and water
efficient equipment upgrades, energy conservation measures and a detailed analysis of implementation
costs, anticipated energy and water savings resulting from such improvements and assumptions upon
which the projected savings are based. The Investment Grade Audit Report is intended to provide the
Owner with the information necessary for the evaluation of the costs and benefits of proceeding with the
second phase of the Project.
(b) Should Ameresco determine, in its sole discretion, at any time before the completion of the
Investment Grade Audit Report that the anticipated energy and water conservation savings cannot be
achieved at the Premises in compliance with the financial criteria mandated by federal or state laws
pertaining to energy conservation programs, Ameresco will provide written notice to Owner and cease all
further Investment Grade Audit activities, in which case Owner will not be charged for any Investment
Grade Audit activities performed by Ameresco.
Investment Grade Audit Price: $62,500
1.2 Phase 2 – Implementation.
Rev. 2012 Page 1 of 4 Pages
(a) If the Owner decides to proceed with the design and implementation of the energy and water
conservation measures described in the Investment Grade Audit Report or identified as part of the
Special Investment Grade Audit, the Parties shall execute a mutually-acceptable energy services
agreement (the “ESA”). If the Parties enter into an ESA which includes the scope of work in the
Investment Grade Audit Report, Ameresco will not bill Owner for the Investment Grade Audit Price, but
will include such Investment Grade Audit Price in the cost of the work to be performed under the ESA.
(b) Owner acknowledges that the price for the Investment Grade Audit is $62,500 and will be
included in the ESA. Owner also acknowledges that if Ameresco prepares and identifies a workable
project that qualifies under Local Government Code 302 and does not proceed with the project within 60
days after completion of the audit, Ameresco will submit a bill not to exceed $62,500 due and payable.
(c) Owner acknowledges that the price for the Project is based on the market cost as of the date
of the Investment Grade Audit Report, for steel, copper and similar raw materials incorporated into
equipment and material used for the Project. Price increases for such equipment and materials after the
Audit Report was issued may either result in a project price increase or a corresponding decrease in the
project size, but once the ESA to complete the Project is executed by both parties, the Project price will
not be contingent on those fluctuations.
(d) In the event Owner instructs Ameresco to prepare a detailed analysis of water and/or waste
water treatment facilities, co-generation projects, park and sports lighting, manufacturing or production
analyses, or renewable energy projects, which require pre-design activities in order to determine the
implementation costs for such improvements (“Special Investment Grade Audit”), or if the Owner adds
additional facilities to the scope of the Investment Grade Audit (“Additional Work”), the Owner shall
compensate Ameresco for the Special Investment Grade Audit or Additional Work at a mutually agreed
upon price, which will be reflected as an increase to the Investment Grade Audit Price.
1.3 Other Terms and Conditions.
(a) Ameresco’s receipt of an executed copy of this Audit Agreement shall serve as
notification to Ameresco to proceed with the Investment Grade Audit. Ameresco will thereafter promptly
initiate the Investment Grade Audit.
(b) Ameresco does not assume responsibility to Owner for the anticipated energy savings
projected in the Investment Grade Audit Report unless Ameresco completes the recommended energy
conservation measures.
(c) Owner hereby agrees to provide timely and complete access to all necessary property
and energy consumption cost records for the three years preceding the commencement of Ameresco’s
services.
1.4 Miscellaneous Terms and Conditions.
(a) This Audit Agreement is hereby executed as of the Effective Date, written above.
(b) The signatories hereto represent that they have been duly authorized to enter into to this
Audit Agreement on behalf of the Party for whom they sign.
(c) The laws of the State of Texas shall govern the interpretation and enforcement of the terms
and conditions stated herein.
Page 2 of 4 Pages
Rev. 2012
(d) This Audit Agreement may not be amended unless in writing signed by authorized
representatives of both Parties.
(e) Neither Party may assign this Audit Agreement to another party without the prior written
consent of the non-assigning Party, which will not be unreasonably withheld, delayed or conditioned. No
un-consented-to assignment will be legally binding upon the non-assigning Party.
AMERESCO, INC. City of Wichita Falls, Texas
By:__________________________ By:_____________________________
Name: Robert Georgeoff Name: Darron Leiker
Title: Vice President Title: City Manager
Page 3 of 4 Pages
Rev. 2012
SCHEDULE A
FACILITIES LIST
Water Distribution System, including water meters - this table is an approximation of common
engineering, project management, and installation services that occur during the investment grade audit
agreement:
Scope
Ameresco
Personnel
Approximate
Timeline
Database extract from billing system and entry to Ameresco meter evaluation
software Engineer Week 1-3
Establish which residential meters to pull from representative meter population
(quantity 68) Engineer Week 2-4
Establish testing methodology for intermediate size meters based on database
extract of meter quantity and type Engineer Week 2-4
Coordinate and host meter manufacturer workshops for City to evaluate
technology of their choice Engineer Week 3-4
Coordinate RFP with meter manufacturer Project Manager Week 3-4
Coordinate RFP with meter installation subcontractor Project Manager Week 3-4
Purchase meter test set for residential meters Project Manager Week 4-6
Coordinate shipping and receiving of meter test set Project Manager Week 4-6
Issue a subcontract to meter test set installation company Project Manager Week 4-6
Coordinate with City and residents on meter change-outs by providing door
hangers Project Manager Week 5-7
Coordinate with City and businesses on large meter tests (verify shut-off
valves) Project Manager Week 4-6
Pull residential meters and replace Engineer Week 6-8
Ship and bench test residential meters Project Manager Week 8-9
Engineer survey via field verification or software analysis of all meters 3” or
larger Engineer Week 6-8
Software model of 3” or larger meters that need testing Engineer Week 8-12
Analyze system for automated leak detection technology in the water distribution
system by evaluating length of mains, piping materials, and economic payback. Engineer Week 8-12
Mobilize equipment for in-ground testing of 290 large meters 3” and larger that
merit field testing (based on our software analysis from billing system and field
surveys of vault sizes and conditions, we will determine which of the 290 large
meters provide enough economic benefit to be tested)
Project Manager Week 12-16
Coordinate RFPs and finalize pricing with City’s desired meter manufacturer Project Manager Week 12-16
Billing Software Integration Options Engineer Week 12-16
Finalized pricing and scope for Energy Services Agreement and guarantee
terms per Texas Local Government Code 302
Management and
Engineering Team Week 14-18
Page 4 of 4 Pages
Rev. 2012