Loading...
Res 061-2011 7/5/2011RESOLUTION NO. 61 -2011 Resolution Authorizing The City Manager To Execute A Memorandum Of Understanding With Noresco, LLC., To Conduct An Audit And Provide The City With A Report That Details Potential Energy Conservation Measures And Related Equipment Modernization With Implementation Costs That Can Be Repaid With Energy Savings, Rebates, Incentives, And Grants, In An Amount Of $60,000 WHEREAS, energy savings performance contracts allow energy service companies to design, engineer, and implement facility improvements and upgrades to local government facilities that produce energy savings from utilizing more efficient equipment and processes, and Texas Local Government Code Chapter 302 provides procedures to facilitate entry into these contracts; WHEREAS, under an energy savings performance contract, the energy service company guarantees the owner that a specific amount of savings will occur over the course of the performance contract from reduced utility bills and maintenance savings, and that savings can be used to pay back the initial capital investment; and WHEREAS, City staff requested proposals from qualified energy service companies, reviewed those proposals, interviewed finalists, and selected Noresco, LLC as the most qualified firm to perform this work, and Noresco will begin this process by providing a detailed energy audit of the City's facilities to identify potential energy conservation measures that will pay for their initial investment through future energy savings. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WICHITA FALLS, TEXAS, THAT: The City Manager is authorized to sign the attached Memorandum of Understanding (attached without selected exhibits thereto), subject to such changes and exhibits as approved by the City Attorney, with Noresco LLC., to conduct an audit and provide the City with a report that details potential energy conservation measures and related equipment modernization with implementation costs that can be repaid with energy savings, rebates, incentives, and grants, in an amount of approximately $60,000. PASSED AND APPROVED this the 5th day of July, 11. 2.1 MAYOR Memorandum of Understanding ENERGY SERVICES - PROJECT DEVELOPMENT STAGE City of Wichita Falls 1300 Seventh Street Wichita Falls, Tx. 76301 This memorandum, when counter- signed on behalf of NORESCO, LLC ( "NORESCO "), shall constitute a Memorandum of Understanding ( "MOU ") between the City of Wichita Falls, (the "City") and NORESCO for NORESCO to conduct an Investment Grade Audit for the purpose of providing the City with a report that details the potential electric, gas, trash, sewer, and/or water conservation measures and related equipment modernization at the City's locations listed in Exhibit A, which is hereby incorporated by reference. Unless expressly reserved herein, the terms of this MOU are binding on NORESCO and the City. (1) Scope of Analysis and Report Through the Investment Grade Audit, NORESCO will identify and develop energy and water conservation strategies and energy and water related modernization projects. NORESCO will identify all applicable funding sources for implementing the identfied energy and water conservation strategies, including private financing, public utility incentives and grants. NORESCO shall compile such energy and water conservation strategies and potential funding sources in a report ( "Investment Grade Audit Report" or "Report"), which NORESCO will present to the City as outlined in Exhibit B — Scope of Services, which is hereby incorporated by reference. Delivery of the Report will be based on the mutually agreed upon schedule which NORESCO will develop as part of the Investment Grade Audit Plan. All potential solutions and funding will be structured, to the extent practical, within the framework established by Local Government Code 302, self- funding energy- related projects for public agencies. The appropriate City personnel will assist NORESCO project development staff with the creation of the Investment Grade Audit Report by providing historical energy records, access to buildings and equipment, accurate occupancy levels, building operating schedules, and any other reasonable information necessary for the calculations in the Report. During the preparation of the Report for the City, NORESCO and the City intend to commence negotiations, on an exclusive basis, for the purpose of entering into an Energy Services Agreement ( "ESA" or the "Agreement") - in substantially the same form as Exhibit C - to implement all or some of the energy and water conservation measures identified in the Investment Grade Audit Report. The Report will include the following technical administrative or financial reauirements in the Report: 1. The project will be self- funding from energy savings, rebates, incentives, and grants from sources other than local government entities. 2. The project will be self- funding and budget neutral on a twenty (20) year basis; 3. The City can elect to fund any portion of the project with operational or capital budgets. 4. The Report will be presented in a manner that will allow the project's payback to be analyzed on the basis of its components and enable the project to be adopted in whole or in part. 5. Cost projections will include estimates of any disposal and remediation costs that will be necessitated by the components of the project. (2) Ownership and Reuse of Documents (a) The original of all documents, including but not limited to; drawings, calculations, test results, recommendations, technical specifications, renderings, exhibits, models, prints, photographs, or other materials prepared pursuant to this MOU by NORESCO shall be and remain the property of the City upon full payment to NORESCO of the Investment Grade Audit Report fees or execution of an ESA with NORESCO. (b) Reuse of the design and/or corresponding contract documents or portions thereof by the City shall be limited to the City. When reuse is contemplated, all title blocks and references to NORESCO shall be removed from drawings to the extent legally permissible unless written consent for reuse is given by NORESCO. (c) The City shall release NORESCO, its officers, employees and agents from and against any and all liability to the City arising out of the reuse of the design and/or corresponding contract documents or portion thereof without the written consent of NORESCO. (3) Confidentiality The Report may contain sensitive NORESCO information that is confidential and proprietary. Any information intended by NORESCO to be confidential shall be marked "CONFIDENTIAL" by NORESCO at the top and bottom of each page. The City is authorized to use this marked confidential and proprietary information solely for the purpose of evaluating a business relationship with NORESCO. The City acknowledges that the release of the information contained in the Report to other parties could be damaging to NORESCO, and agrees, to the extent legally permissible, it shall not disclose the information contained therein to any other party, except the Texas Attorney General, a court, or appropriate City personnel on a need -to- know basis (who will be bound by the same confidentiality restrictions), without the written permission of NORESCO. The requirements of this section shall survive termination of this MOU. (4) Term of MOU The Term of this MOU shall be one hundred eighty (180) days from the execution date of this MOU unless earlier terminated in accordance with this MOU, provided that the City and NORESCO may by written amendment to this MOU, duly executed by both parties, extend the Term of this MOU for an additional period of time. 2 (5) Compensation and Payment The fee associated with the Report analysis and preparation will be included in the total project price. A list of buildings and square footage is detailed in Exhibit A. At the City's option, the payment of fees associated with this MOU may be deferred and paid as part of an ESA between the City and NORESCO. Only if the ESA is not executed would NORESCO ask for a separate payment of the Report fee of $60,000, which shall be payable to NORESCO within thirty (30) days of receipt of the associated invoice. If the project contemplated in the Report or a significant part thereof moves forward into construction through an ESA, NORESCO would account for the Investment Grade Audit Report expense within the ESA as part of the capital funding. In this case, the Investment Grade Audit Report expense will be based on the actual hours expended multiplied by the hourly rates agreed to by the City and NORESCO. (6) Termination Either party may terminate this MOU by providing the other party with written notice of termination no less than thirty (30) days prior to the date of termination. In the event of such early termination of this MOU by the City, the City shall compensate NORESCO in accordance with the percentage of the work performed to analyze and prepare the Report prior to termination. For purposes of this clause, the percentage of the work attributable to each phase of preparation of the work pursuant to this MOU is described in Exhibit B adjusted for the progress made by NORESCO in each phase as demonstrated by NORESCO. (7) Governing Law and Dispute Resolution. This MOU shall be governed by and construed in accordance with the laws of the State of Texas. Any controversy or claim arising out of or relative to this Agreement or the breach thereof that is not adjusted or disposed of by mutual agreement between the Parties, shall be first subjected to mediation in Wichita County, Texas, with the expense thereof to be shared equally by the parties to the mediation. Failure of either party to voluntarily enter mediation within 30 days after demand shall waive this requirement. (8) Indemnification and Limit of Liability Notwithstanding any other provision of this MOU, the City and NORESCO's aggregate liability pursuant to this MOU shall in all cases be limited to the sum of the payments to be received by NORESCO under Section 5 of this MOU. NORESCO expressly agrees to release, defend, indemnify and hold harmless the CITY and the City's officers, agents, and employees from liability for injuries to NORESCO or any employee, agent or subcontractor of NORESCO, regardless of whether the injury or damage is caused in whole or in part by any condition of property owned or controlled by the CITY other than concealed conditions that NORESCO should not have been reasonably expected to discover or anticipate. This indemnity shall not apply to any claim concerning work performed by any licensed engineer or architect to the extent to which the engineer or architect is prohibited from indemnifying a governmental entity pursuant to Tex. Local Gov't Code § 271.904. (9) Force Maieure In the event a Party is prevented from performing under this MOU by circumstances beyond its reasonable control (for example, act of God, war or terrorism) then any obligation owing by such Party shall be suspended without liability for the period during which the Party is so prevented from performing. (10) Notice All notices or demands to be given under this MOU by either Party to the other shall be in writing and given either by: (a) personal service or (b) U.S. Mail, mailed either by registered or certified mail, return receipt requested, with postage prepaid. Service shall be considered given when received if personally serviced or if mailed on the third day after deposit in any U.S. Post Office. The address to which notices or demands may be given by either Party may be changed by written notice given in accordance with the notice provisions_ of this section. At the date of this MOU, the addresses of the parties are as follows: City of Wichita Falls Jim Dockery Assistant City Manager /CFO 1300 Seventh Street Wichita Falls, TX 76301 (11) Waiver NORESCO, LLC David Mannherz Executive Vice President One Research Drive, Westborough, MA 01581 The waiver by either party of a breach of any term or provision of this MOU shall not operate or be construed as a waiver of any subsequent breach of the same provision or of the breach of any other term or provision of this MOU. City of Wichita Falls r 7 � 1j JiAjAckery, Date Assistant City Manager /CFO NORESCO, nherz, Executive Vice President I cagq � Date T EXHIBIT A Building List Building Address Square feet City Hall 13007 t Street 85,720 Police Headquarters 610 Holiday Street 36,000 Health Department 1700 Third Street 30,200 Library 60011 Street 49,900 Public Safety Training Center 710 Flood Street 28,000 JS Bridwell Ag Center 111 Burnett Street 122,500 Ray Clymer Exhibit Hall 1000 Fifth Street 97,000 Kay Yeager Coliseum 1000 Fifth Street 154,000 Central Service 2100 Seymour Highway 73,840 Jasper Water Treatment Plant 2901 Burnett 20,230 Cypress Water Treatment Plant 4801 Big Ed Neal 62,030 River Rd Waste Water Treatment Plant 1005 River Road 18,400 Castaway Cove Water Park 1000 Central Fwy E. TOTAL 777.820 • City wide water meters can be added to the project if directed in writing by the City's Assistant City Manager /CFO. If water meters are added, (5) Compensation and Payment, will be adjusted for testing in accordance with specific agreement between the parties to provide compensation for said testing costs. 5 EXHIBIT B Scope of Services The Investment Grade Audit Report will be in the form of the attachments to the Energy Services Agreement. The Report Scope of Services includes the following: Investment Grade Audit Plan 20% NORESCO will prepare a comprehensive plan for developing and completing the Investment Grade Audit Plan. This plan will be presented to the City team as part of a kickoff meeting to establish tasks, roles and responsibilities and finalize a schedule to complete the work. As part of the kickoff meeting NORESCO will complete the following: • Review of available facility blueprints and specifications provided by the City to become familiar with the facility systems and equipment • Interview operating personnel and occupants to get a better understanding about the building systems and operations, and to discuss any issues or problems that need to be addressed as part of the overall solutions that the study presents • Obtain a list of preferred contractors if available • Obtain detailed operating schedule on equipment and facility • Gather most recent utility cost (gas, electric, water and refuse) • Gather detailed current and future years 0 &M and Capital budget plans • Gather information and copies of existing Maintenance and Service Contracts • Obtain letter of authorization from the City releasing utility data to NORESCO • Obtain facilities and operational calendar • Perform an initial walk through of the facilities to become familiar with the building systems and equipment and to compare the actual systems with the original design • Perform preliminary analysis of the feasibility of the potential measures On Site Feld Audit 45% During a planned site visit, a team of NORESCO energy professionals will survey each facility and gather necessary information in order to perform the engineering and energy evaluation. Tasks that NORESCO will complete during the field visit include: • Inventory all energy related equipment • Document nameplate data of all equipment • Document locations and verifying print/layout maps • Photograph existing equipment • Conduct isolated monitoring (H necessary) • Interview staff and maintenance personnel • Obtain operating schedules, procedures and system configurations Utility Tariff Analysis 5% NORESCO will perform utility analysis of each facility using past energy history, to determine the monthly electric and gas consumption and demand profiles, and compare the energy use indices of the facility with similar facilities in the same geographic location. This step provides important preliminary information about the existing potential at each facility. Tasks that NORESCO will complete during the analysis include: • Perform utility bill analysis N • Establish base year consumption • Interview the City facility personnel on billing issues and anomalies • Integrate base year utility analysis into Measurement & Verification (M &V) plan • Develop a 25 -year rate forecast by fuel type (electric, gas, water) Energy Analysis 5% NORESCO will complete a comprehensive energy analysis of each facility using the information provided by the City, the data gathered during the on -site field audit, and the results of the utility tariff analysis. Results of the energy analysis will determine the annual energy savings by each piece of equipment for each facility. Tasks that NORESCO will complete during the energy analysis include: • Determine energy savings methodology by ECM • Perform savings evaluation • Document assumption and detailed calculations • Develop Operating Standards for all equipment by ECM • Develop M &V plan by ECM for implementation Savings methodologies will be in accordance with the Measurement & Verification Plan supporting all calculations and assumptions. Cost Benefit Analysis 10% NORESCO will complete a cost benefit analysis to demonstrate the financial impacts to the City for implementing the proposed solutions. Project costing will be based on the fee structure outlined below and will include, but is not limited to, the following: • Equipment and installation costs • Engineering costs • Detailed design costs • Construction management costs • Commissioning costs • Project development costs • Measurement & Verification costs • Administrative costs • Project contingency costs • Overhead and fees • Taxes • Construction interest Proiect Management Plan 100/0 NORESCO will prepare a project plan for implementation that will include the following: • Project installation • Construction scope of work • Equipment specification /cut sheets • Commissioning procedures • Project schedule 7 Measurement and Verification Plan 5% Goals of the Measurement and Verification (M &V) process are to provide substantial proof that the appropriate savings are achieved by the projects implemented and the persistence of savings are realized. The M &V process starts by establishing an M &V plan, which includes the parameters that will be measured, baseline definition and establishment, the measurement time period, the energy savings calculation methodology, savings adjustment methodology utilizing the International Performance Measurement and Verification Protocol (IPMVP) approach and the associated equipment. The M &V Plan is established and developed to tit the specific energy conservation measure that is being implemented. 8