Res 145-2017 11/7/2017Resolution No. _145-2017__
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 Texas Interlocal Purchasing
System
WHEREAS, Ameresco Incorporated conducted a preliminary study of the City’s
street light system, and that study indicated that installation of Light Emitting Diode
(LED) Lighting could benefit the City and will likely save the City considerable energy
and maintenance expense in the future; 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 cooperativ e 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 under
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 Texas Co operative
Purchasing Network Program
PASSED AND APPROVED this the 7th day of November, 2017
______________________________
M A Y O R
ATTEST:
____________________
City Clerk
STREET LIGHTING AUDIT AGREEMENT NO. _______
THIS STREET LIGHTING AUDIT AGREEMENT (the “Audit Agreement”) is entered into as of the
_____ day of _________, 2017 (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 2375 E. Camelback Road, Suite 400, Phoenix, Arizona 85016
(“Ameresco”). Ameresco and Owner are also referred to individually as “Party” and collectively as the
“Parties”.
Whereas, the Owner desires that Ameresco perform a Street Lighting Audit of street lights
owned by the City of Wichita Falls, Texas;
Whereas, performance of the Street Lighting Audit constitutes the first phase (“Phase 1”) of an
energy conservation project (the “Project”).
Whereas, if Ameresco is directed by the Owner to proceed with the implementation of the
recommendations following the Street Lighting 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 Street Lighting 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 – Street Lighting Audit.
(a) After execution of this Audit Agreement, Ameresco will conduct a Street Lighting Audit of all
City of Wichita Falls, Texas owned street lighting systems. As used in this Audit Agreement, “Energy
Audit” means a process including (i) the collection of data related to Owner’s use and operation of street
lighting, observations of the existing lighting systems, determination of base year energy consumption,
financial analysis of the cost and benefit of LED upgrades and lighting control measures that are
recommended to be installed, and (ii) the preparation of a detailed Street Lighting Audit Report, which
analyzes current energy consumption, recommendations for energy efficient equipment upgrades,
energy conservation measures and a detailed analysis of implementation costs, anticipated energy
savings resulting from such improvements and assumptions upon which the projected savings are
based. The Street Lighting 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
Street Lighting Audit Report that the anticipated energy 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 Street
Lighting Audit activities, in which case Owner will not be charged for any Street Lighting Audit activities
performed by Ameresco.
Street Lighting Audit Price: $62,500
1.2 Phase 2 – Implementation.
(a) If the Owner decides to proceed with the design and implementation of the measures
described in the Street Lighting Audit Report, 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
Street Lighting Audit Report, Ameresco will not bill Owner for the Street Lighting Audit Price, but will
include such Street Lighting Audit Price in the cost of the work to be performed under the ESA.
(b) Owner acknowledges that the price for the Street Lighting 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 af ter 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 Street Lighting Audit Report, for steel, copper and sim ilar 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.
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 Street Lighting Audit. Ameresco will thereafter promptly
initiate the Street Lighting Audit.
(b) Ameresco does not assume responsibility to Owner for the anticipated energy savings
projected in the Street Lighting Audit Report if Owner selects another firm for the design and
implementation of the energy conservation measures or chooses to implement the energy conservation
with its own forces.
(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.
(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:
Title: Vice President Title: