HomeMy WebLinkAbout23-159 - Washington State Department of Enterprise Services - Interagency Agreement: Energy Program
IA
State of Washington
NTERAGENCY MENDMENT
EP
NERGY ROGRAM
8640
K
IAA No.:
Department of Enterprise Services
2024-269
Project No.
P.O. Box 41476
Olympia, WA 98504-1476
1
Amendment No.
City of Tukwila
nd
12424 42 Ave. SouthJune 5, 2024
Date:
Tukwila, WA 98168
IA
NTERAGENCY MENDMENT
Between
CT
ITY OF UKWILA
And
WSDES
ASHINGTON TATE EPARTMENT OF NTERPRISE ERVICES
The parties to this Amendment, the Department of Enterprise Services, Energy Program, hereinafter
referred to as “DES”, and City of Tukwila, hereinafter referred to as the “CLIENT AGENCY”,
hereby amend the Agreement as follows:
1.TERM. The term of the agreement commences October 20, 2023, and ending on December 31,
2027 unless altered or amended as provided herein.
2.STAT
EMENT OF WORK; COMPENSATION. Energy Program shall provide the following
services, for the following compensation, to Client Agency.
a.SERVICES: DESshall 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.
2a.1 Cit
y of Tukwila Community Center Boiler & Building Controls Upgrades
outlined in the McKinstry Essention, LLCEnergy Services Proposal dated June
4, 2024, Project No. 2024-269
2a.2 Review of Measurement and Verification reports for the City of Tukwila
Community Center Boiler & Building Controls Upgradesoutlined inthe
McKinstry Essention, LLCEnergy Services Proposal dated June 4, 2024, Project
No. 2024-269.
The CLIENT AGENCYshall 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.
b.COMPENSATION. 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.
i.Project Management Services (AttachmentA): For Project Management Services
provided by DES, the CLIENT AGENCYwill pay DESa Project Management Fee for
services based on the total project value per Project Management Fees Schedule set forth
in Attachment “B”.
ii.Termination Fee: If the CLIENT AGENCYafter authorizing an investment grade audit
and Energy Services Proposal, decides not to proceed with an Energy/Utility
Conservation projectthat meets the CLIENT AGENCY’s cost effective criteria, then the
CLIENT AGENCYwill 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 Energy Services Company
(ESCO).
iii.Measurement & Verification Services (AttachmentC):If measurementand verification
servicesbeyond the first three years following the Notice of Commencement of Energy
Servicesare requested by the CLIENT AGENCY, and provided by DES under
Attachment “C” of this Agreement, the CLIENT AGENCYwill pay DES $2,000.00
annually for each year that monitoring and verification services are provided.
c.PAYMENT OF ESCO SERVICES. Compensation for services provided by the ESCOshall
be paid directly to the ESCO by the CLIENT AGENCY, after DEShas reviewed,
recommended approval, and sent the invoices to the CLIENT AGENCY for payment.
2c.1 Energy Project Management Fee for the work described in Section 2a.1 is
$58,300.00. Anticipated billing date for this Amendment is January 1, 2025.
Project No. 2024-269
2c.2 Measurement and Verification(M&V)Fee for the work described in Section 2a.2
is included in the project management fee for the first three years.Duration of the
M&V period for this Amendment is one year.Anticipated M&V review datefor
this Amendment is January 2026, Project No. 2024-269
The new total Agreement value is $58,300.00.
Interagency Agreement No. K8640Page 2 of 3
Sections d. through e. terms and conditions of the original Agreement remain in full force and
effect.
3.INVOICES; BILLING.
a.BILLING PROCEDURE.Energy Program shall submit a single invoice to the CLIENT
AGENCY upon substantial completionof 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 the notice of commencement of energy savings issued
by the ESCO.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. Energy Program will invoice for any remaining services within 60 days of the
expiration or termination of this Agreement.
b.The CLIENT AGENCYshall pay all invoices received from the
PAYMENT PROCEDURE.
Energy Program within 90 days of receipt of properly executed invoice vouchers. The
CLIENT AGENCYshall notify DESin writing if the CLIENT AGENCYcannot pay an
invoice within 90 days.
c.BD. Each invoice submitted to Client Agency by Energy Program shall include
ILLING ETAIL
information as is necessary for Client Agency to determine the exact nature of all
expenditures.At a minimum, the invoice shall reference this Agreement and include the
following:
The date(s) such services were provided
Brief description of the services provided
Total invoice amount
d.A. Invoices shall be delivered to Client Agency electronically.
BILLING DDRESS
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 of TukwilaDepartment of Enterprise Services
Energy Program
Kirsten G. Wilson, PE
Energy Program Manager
Title
DateTitleDate
K8640IAAamd1ko
Interagency Agreement No. K8640
Page 3 of 3
AA
TTACHMENT
PMSSW
ROJECT ANAGEMENT ERVICES COPE OF ORK
Energy/Utility Conservation Projects
Statewide Energy Performance Contracting Program
Energy Program will provide the following project management services for each specific project
for the Client Agency.Each individual project shall be authorized by an 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.Assist in negotiating scope of work and fee for an 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 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 ESCO invoice voucher(s) received for reasonableness and forward to Client Agency
for review and payment.
9.Assist with final project acceptance.
10.Assist in resolution of disputes with the ESCO that arise during this Agreemen t, not to include
formal disputes.
11.Review up to the first three years of the ESCO’s annual Measurement and Verification (M&V)
reports for completeness and accuracy. Review any ESCO guarantee compared to reported
results and resolve differences, if needed. Review and forward ESCO invoice vouchers for
payment by the Client Agency.
Interagency Agreement No. K8640
A B
TTACHMENT
MFS
P
ROJECT ANAGEMENT EE CHEDULE
2023-2025 Interagency Reimbursement Costs
for Project Management Fees to AdministerEnergy/Utility Conservation Projects
PROJECT
NAGEMENT FEETERMINATIONFEE
TOTAL PROJECT VALUEMA
5,000,001….........6,000,000..................................... $68,800.................................... 25,700
4,000,001...........5,000,000....................................... 67,700.................................... 25,400
3,000,001….........4,000,000....................................... 66,700.................................... 25,000
2,000,001….........3,000,000....................................... 62,500.................................... 23,400
1,500,001….........2,000,000....................................... 58,300.................................... 21,800
1,000,001….........1,500,000....................................... 51,600.................................... 19,300
900,001.… .......1,000,000....................................... 43,800.................................... 16,400
800,001……..........900,000....................................... 41,300.................................... 15,400
700,001……..........800,000....................................... 38,300.................................... 14,400
600,001……..........700,000....................................... 36,500.................................... 13,700
500,001……..........600,000....................................... 33,800.................................... 12,600
400,001……..........500,000....................................... 30,200.................................... 11,300
300,001……..........400,000....................................... 25,800..................................... 9,700
200,001……..........300,000....................................... 20,700..................................... 7,700
100,001……..........200,000....................................... 14,400..................................... 5,400
50,001……...........100,000......................................... 7,800..................................... 3,500
20,001…….............50,000......................................... 4,200..................................... 2,000
The project management fee on projects over $6,000,000 is 1.15% of the project cost.The maximum
Energy Programtermination fee is $25,700.
1.These fees cover project management services for energy/utility conservation projects managed by
Enterprise Services’ Energy Program.
2.Termination fees cover theselection and project management costs associated with managingan
ESCO's investment grade audit and energy services proposal. No termination fee will be charged
unless Client Agencydecided not to proceed to construction based on an energy services proposal
that identifies projects that met Client Agency’s cost effectiveness criteria.
3.If the project meets Client Agency’s cost effectiveness criteria and Client Agency decides not to move
forward with a project, then Client Agency will be invoiced per the above listed TerminationFeeor
$25,700 whichever is less.If Client Agency decides to proceed with the project then the Agreement
will be amended to includethe Project Management Feelistedabove.
4.If the audit fails to produce a project that meets Client Agency’s established cost effectiveness criteria,
then there is no cost to Client Agency and no further obligation by Client Agency.
IAN.K8640Page 9
NTERAGENCY GREEMENTO
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AC–SW
TTACHMENT COPE OF ORK
Energy/Utility Conservation Projects
M&VS
EASUREMENT ERIFICATION ERVICES
Statewide Energy Performance Contracting Program
If requested DES will provide the following measurement and verification services following the
Notice of Commencement of Energy Savings by the ESCO for the specific Client Agency project:
1.Review the ESCO’s annual Measurement and Verification (M&V) report for completeness
and accuracy. Review any ESCO guarantee compared to reported results and resolve
differences, if needed.Review and recommend approval of any ESCO invoice vouchers for
payment by the Client Agency.
2.Where necessary, review Client Agency facility operations including any changes in operating
hours, changes in square footage, additional energy consuming equipment and negotiate
changes in baseline energy use with the ESCO and the Client Agency that may impact achieved
energy savings.
3.Attend a meeting or meetings with the Client Agency and the ESCO to review and discuss the
annual M&V report.
Interagency Agreement No. K8640
State of Washington
IA
NTERAGENCY GREEMENT
EP
NERGY ROGRAM
Department of Enterprise Services
IAA No.:
8640
K
P.O. Box 41476
Olympia, WA 98504-1476
City of Tukwila
Parks & Recreation
Date:
September 1, 2023
12424 42 nd Ave. South
Tukwila, WA 98168
IA
NTERAGENCY GREEMENT
B
ETWEEN
CT
ITY OF UKWILA
AND
WSDES
ASHINGTON TATE EPARTMENT OF NTERPRISE ERVICES
Pursuant to RCW chapter 39.34 and RCW chapter 39.35C, this Interagency Agreement (Agreement) is
made and entered into by and between the State of Washington acting by and through the Energy
Program of the Department of Enterprise Services, a Washington State governmental agency (“Enterprise
Services”) and City of Tukwila, a Washington State governmental agency (“Client Agency”) and is dated
and effective as of the date of the last signature.
R E C I T A L S
A.Enterprise Services, through its Energy Program (“Energy Program”), helps owners of public facilities
reduce energy and operational costs. The Energy Program is a national leader in developing and
managing energy savings performance contracts that help reduce energy and operational costs in
publicly-owned facilities.
B.Upgrading to energy efficient infrastructure helps reduce long-term operations and maintenance
costs. This allows owners to be better financial stewards while achieving their mission, so that
Washington is a better place to live, learn, and work.
C.Acting as the owner’s advocate, the Energy Program delivers professional expertise and contract
management services. By leveraging capital investments, owners can achieve efficiencies, improve
facilities, and reduce carbon emissions in their publicly-owned facilities. Energy Program also creates
value to owners by managing risk through guaranteed total project costs, equipment performance,
and energy savings.
D.Client Agency, an owner of a public facility, desires to contract with Energy Program to access and
obtain certain Energy Program Services.
E.The purpose of this Agreement is to establish a vehicle for Energy Program to provide future
energy/utility conservation project management services to Client Agency and to authorize the
development of the energy services proposal in a cost-effective, efficient manner.
A G R E E M E N T
NT, in consideration of the mutual covenants and agreements set forth herein, the parties
OW HEREFORE
agree as follows:
1.T. The term of this Agreement commences onthe date of the last signatureand ends December
ERM
31, 2027.
2.SW.
TATEMENT OF ORK
P. Energy Program agrees to provide thefollowingServices:
A.E
NERGY ROGRAM
i.Upon request by Client Agencyfor energy services for a specific Energy/Utility
Conservation Project(s), the Parties shall execute an amendment to this
Agreement to specify theprojectand associated project management feesas set
forthby Attachment B. Enterprise Servicesshall furnish necessary personnel and
servicesas specified and set forth in AttachmentA, Project Management Services
Scope of Work.
ii.Assist in Dispute Resolution.Dispute resolution is an ongoing process throughout
the project. However, this assistance does not include formal dispute resolution,
arbitration or legal advice or representation in any legal action, and does not
include legal fees and costs related to any dispute. Formal dispute resolution
begins when a written claim is received demanding arbitration or other legal
process is received. All formal dispute fees and costs will be borne separately by
Client Agency.The Attorney General cannot and will not represent or advise a
non-state agency.
B.CA. Client Agencyagrees to the following:
LIENT GENCY
i.Will conform to the protocols of this Agreement, including Enterprise Services’
General Conditionsfor Washington State Energy Savings Performance
Contracting(“General Conditions”), andas supplemented.
ii.Will conform to the requirements of the General Conditions for timely processing
and approval of agreed upon changes to construction contracts involving cost,
and for payment.
iii.Will conform to the followingguidelines for communications between Client
Agency, Enterprise Servicesand ESCOs(Energy Services Company)through the
design, construction and post-construction phasesas outlined below:
a)Communications between Client Agency, Energy Program Project
Manager (“PM”) and ESCO shall go through the PM.The PM may
authorize exceptions for specific projects or situations.The PM may
authorize the ESCO to communicate directly with Client Agency
personnel to expedite the design and to avoid communication delays.
This action does not authorize additional work, change in scope, or
exclude copying all communications betweenESCO and Client
Agency to the PM.
b)All drawings, specifications, reports, and project correspondence
must contain the State Project Number and suffix.
The State Project Number consists of the fiscal year and a
numerical sequence number, for example 2018-024, followed
by an alphabetical suffix.
IAN.K8640Page 2
NTERAGENCY GREEMENTO
(9-10-2018)
Professional services agreements have suffixes A through F,
for example 2018-024 A.
Construction contracts have suffixes G through Z, for example
2018-024 G.
iv.All identification and monitoring of documentation requiredby the funding
source shall remain the responsibility of Client Agency.
3.CR.
OMPENSATIONAND EQUIREMENTS
.Compensation under this Agreement shall be by amendment to this Agreement
A.C
OMPENSATION
for each authorized project.Each amendment shallinclude a payment schedule for the specific
project.
i.Project Management ServicesScope of Work(AttachmentA):For project
management services provided by Energy Program, Client Agencyshallpay
Enterprise Servicesa Project Management Fee for services based on the total
project value(including Washington state sales tax)per the Project Management
Fee Scheduleset forth in AttachmentB.
ii.Termination Fee:If Client Agency, after authorizing an investment grade audit
and energy services proposal,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 as set forth inProject
Management Fee Schedule.The termination fee shallbe based on the estimated
total project value outlined in the energy services proposal prepared by the ESCO
as set forth in Attachment B.
iii.Measurement& Verification Services (“M&V”) Scope of Work(AttachmentC):If
M&Vare requested by Client Agency beyond thefirst three years following the
notice of commencement of energy cost savings, Client Agency shallpay
Enterprise Services$2,000.00 annually for each year thatsuch M&Vare provided.
B.PESCOS.In the event that Client Agency enters into acontract with anEnergy
AYMENT FOR ERVICES
Programpre-qualifiedESCO, pursuant to an Enterprise ServicesMain Energy Services Agreement
for ESCO Services, Client Agency shall make payment for such contracted services directly tothe
ESCO, after Energy Programhas reviewed and sent such invoices to Client Agency for payment.
C.FA.Client Agency shall provide the ESCO with any additional necessary or desired
URTHER SSURANCES
contract language to comply with Client Agency’s obligations pertaining to its use of federal, state,
or othergrants, funding restrictions, or unique contract/entity requirements.The ESCO and their
subcontractors are required to comply with all applicable federal regulations and reporting
procedures.
D.MCSFL.In all ESCO project agreements and contracts
ANAGING OMPLIANCE WITH TATE AND EDERAL AW
pertaining to this Agreement, Energy Program will require ESCO’scompliance with applicable
federal and state laws and state policies including, but not limited to, the following:
1.RCW Title 39 and 43
2.ADA Requirements
3.Buy America
4.Davis-Bacon
5.Prevailing Wage
6.DBE Participation
IAN.K8640Page 3
NTERAGENCY GREEMENTO
(9-10-2018)
7.Apprentice Participation
Upon request by Client Agency, Energy Program will collect and provide the weekly-certified
payroll to Client Agency.Client Agency, however, shall remain responsible for any documentation
required by Client Agency’s funding source.All federal verification, investigation, survey,
reporting and enforcement requirements when there is a possible violation shall remain the
responsibility of the federal grant recipient (Client Agency) unless negotiated by Energy Program
and added by amendment to this Agreement. In the event that Energy Program becomes aware
of a possible violation, it will notify Client Agency.
4.IB.
NVOICESANDILLING
A.BP. Enterprise Services shall submitinvoices to Client Agency uponsubstantial
ILLING ROCEDURE
completion and notice of commencement of energy cost savings of each authorized project,
unless an amendment specifies special billing conditions and timeline. Substantial completion of
the project will include the delivery and acceptance of the notice of commencement of energy
cost savings issued by the ESCO. 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.Energy Programwill invoice for any provided services within sixty (60) days of the
expiration or termination of this Agreement.
B.PP. Client Agency shall pay all invoices received from Enterprise Serviceswithin
AYMENT ROCEDURE
thirty (30) days of receipt of properly executed invoice vouchers.
D. Each invoice submitted to Client Agency by Enterprise Services shall include
C.B
ILLING ETAIL
information as is necessary for Client Agency to determine the exact nature of all expenditures.
At a minimum, the invoice shall reference this Agreement and include the following:
Amendment number and project
The date(s) such services were provided
Brief description of the services provided
Total invoice amount
D.BA. Invoices shall be delivered to Client Agency electronically to:
ILLINGDDRESS
Email: david.rosen@tukwilawa.gov
5.AM. The parties hereby designate the following Agreement administrators as the
GREEMENTANAGEMENT
respective single points of contact for purposes of this Agreement, each of whom shall be the principal
contact for business activities under this Agreement. The parties may change administrators by
written notice as set forth below.Any notices required or desired shall be in writing and sent by U.S.
mail, postage prepaid, or sent via email, and shall be sent to the respective addressee at the respective
address or email address set forth below or to such other address or email address as the parties may
specify in writing:
Enterprise ServicesClient Agency
Attn: Bei ZhangAttn: David Rosen
Energy Project ManagerFiscal Analyst
Energy ProgramCity of Tukwila
Parks & Recreation
Washington Dept. of Enterprise Services
PO Box 4147612424 42 nd Ave. South
Olympia, WA98504-1476Tukwila, WA 98168
Tel: (360) 701-8431Tel: (206) 767-2310
Email: Bei.zhang@des.wa.govEmail: david.rosen@tukwilawa.gov
IAN.K8640Page 4
NTERAGENCY GREEMENTO
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Notices shall be deemed effective upon the earlier of receipt, if mailed, or, if emailed, upon
transmission to the designated email address of said addressee.
The Client Agency representative shall be responsible for working with Energy Program, approving
billings and expenses submitted by Energy Program, and accepting any reports from Energy Program
or ESCO.
The Energy Programrepresentative shall be the contact person for all communications regarding the
conduct of work under this Agreement.
6.R.
ECORDS
A.AA.Prior to its entry into force, this Agreement shall be posted on the parties’
GREEMENT VAILABILITY
websites or other electronically retrievable public source as required by RCW39.34.040.
B.RR.Each party shall maintain records and other evidence that sufficientlyand
ECORDS ETENTION
properly reflect all direct and indirect costs expended by either party in the performance and
payment of the services.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 officials authorized by law.Suchrecords shall be retained for a period of six (6) years
following expiration or termination of this Agreement or final payment for any service placed
against this Agreement, whichever is later; Provided, however, that if any litigation, claim, or audit
is commenced prior to the expiration of this period, such period shall extend until all such
litigation, claims,or audits have been resolved.
C.O.Records and other information, in any medium, furnished by one party to this
WNERSHIP
Agreement to the other party, will remain the property of the furnishing party, unless otherwise
agreed.The receiving party will not disclose or make available this material to any third party
without first providing notice to the other party and allowing ten (10) business days in which to
file, at its sole expense, a motion seeking a protective order, or other legal action.Each party will
utilize reasonable security procedures and protections to assure that records and information
provided by the other party are not erroneously disclosed to third parties.
D.PR.This Agreement and all related records are subject to public disclosure as required
UBLIC ECORDS
by RCW 42.56, the Public Records Act (PRA).
7.RP.Each party to this Agreement assumes responsibility for claims and/or
ESPONSIBILITY OF THE ARTIES
damages to persons and/or property resulting from any act or omission on the part of itself, its
employees, or its agents.Neither party assumes any responsibility to the other party for any third
party claims.
8.DR.The parties shall use their best, good faith efforts cooperatively and
ISPUTE ESOLUTION
collaboratively to resolve any dispute that may arise in connection with this Agreement as efficiently
as practicable, and at the lowest possible level with authority to resolve such dispute.The parties shall
make a good faith effort to continue without delay to carry out their respective responsibilities under
this Agreement while attempting to resolve any such dispute.If, however, a dispute persists regarding
this Agreement and cannot be resolved, it may be escalated within each organization.In such
situation, upon notice by either party, each party, within five (5) business days shall produce its
description of the dispute inwriting and deliver it to the other party.The receiving party then shall
have three (3) business days to review and respond in writing.In the event that the parties cannot
then agree on a resolution of the dispute, the parties shall schedule a conference between the
respective senior managersof each organization to attempt to resolve the dispute.In the event the
partiescannotagree on a mutual resolution within fifteen (15) business days, the parties shall abide
IAN.K8640Page 5
NTERAGENCY GREEMENTO
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by the Governor’s dispute resolution process (RCW 43.17.330), if applicable, or collectively shall
appoint a third party to evaluate and resolve the dispute and such dispute resolution shall be final
and binding on the parties.
9.TC.Except as otherwise provided in this Agreement, either party may
ERMINATIONFOR ONVENIENCE
terminate this Agreement upon thirty (30) calendar days prior written notification.Upon such
termination, the partiesshall be liable only for performance rendered or costs incurred in accordance
with the terms of this Agreement prior to the effective date of such termination.
10.GP.
ENERAL ROVISIONS
A.CL.The Parties shall comply with all applicable law.
OMPLIANCE WITH AW
B.IA.This Agreement constitutes the entire agreement and understanding of
NTEGRATEDGREEMENT
the parties with respect to the subject matter and supersedes all prior negotiations,
representations, and understandings between them.There are no representations or
understandings of any kind not set forth herein.
C.AM.Except as set forth herein, this Agreement may not be amended or
MENDMENTOR ODIFICATION
modified except in writing and signed by a duly authorized representative of each party.
D.A.Each party to this Agreement, and each individual signing on behalf of each party,
UTHORITY
hereby represents and warrants to the other that it has full power and authority to enter into this
Agreement and that its execution, delivery, and performance of this Agreement has been fully
authorized and approved, andthat no further approvals or consents are required to bind such
party.
E.NA.The parties agree that no agency, partnership, or joint venture of any kind shall be or
OGENCY
is intended to be created by or under this Agreement.Neither party is an agent of the other party
nor authorized to obligate it.
F.GL.The validity, construction, performance, and enforcement of this Agreement shall
OVERNINGAW
be governed by and construed in accordance with the laws of the State of Washington, without
regard to its choice of law rules.
G.J&V.In the event that any action is brought to enforce any provision of this
URISDICTIONENUE
Agreement, the parties agree to exclusive jurisdiction in Thurston County Superior Court for the
State of Washington and agree that in any such action venue shall lie exclusively at Olympia,
Washington.
H.E.All exhibits referred to herein are deemed to be incorporated in this Agreement in their
XHIBITS
entirety.
I.C&H.The captions and headings in this Agreement are for convenience only and
APTIONSEADINGS
are not intended to, and shall not be construed to, limit, enlarge, or affect the scope or intent of
this Agreement nor the meaning of any provisions hereof.
J.ES.A signed copy of this Agreement or any other ancillary agreement
LECTRONIC IGNATURES
transmitted by facsimile, email, or other means of electronic transmission shall be deemed to
have the same legal effect as delivery of an original executed copy of this Agreement or such other
ancillary agreement for all purposes.
IAN.K8640Page 6
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K.C. This Agreement may be executed in any number of counterparts, each of which
OUNTERPARTS
shall be deemed an original and all of which counterparts together shall constitute the same
instrument which may be sufficiently evidenced by one counterpart.Execution of this Agreement
at different times and places by the parties shall not affect the validity thereof so long as all the
parties hereto execute a counterpart of this Agreement.
EEas of the date of the last signature.
XECUTED AND FFECTIVE
City of TukwilaSW
TATE OF ASHINGTON
DES
EPARTMENT OF NTERPRISE ERVICES
By: By:
Name:Name:Kirsten G. Wilson, PE
Title:Title:Energy Program Manager
Date:Date:
IAN.K8640Page 7
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AA
TTACHMENT
MSSW
P
ROJECT ANAGEMENT ERVICESCOPEOF ORK
Energy/Utility Conservation Projects
Statewide Energy Performance Contracting Program
Energy Programwill provide the following project management services for each specific project for the
Client Agency. Each individual project shall be authorized by an 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.Assist in negotiatingscope of work and fee for an 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 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 ESCO invoice voucher(s) received for reasonableness and forward to Client Agency for review
and payment.
9.Assist with final project acceptance.
10.Assist in resolution of disputes with the ESCO that arise during this Agreemen t, not to include formal
disputes.
11.Review up to the first three years of the ESCO’s annual Measurement and Verification (M&V) reports
for completeness and accuracy. Review any ESCO guarantee compared to reported results and resolve
differences, if needed. Review and forward ESCO invoice vouchers for payment by the Client Agency.
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ROJECT ANAGEMENT EE CHEDULE
2023-2025 Interagency Reimbursement Costs
for Project Management Fees to AdministerEnergy/Utility Conservation Projects
PROJECT
TOTAL PROJECT VALUEMANAGEMENT FEETERMINATIONFEE
5,000,001….........6,000,000..................................... $68,800.................................... 25,700
4,000,001...........5,000,000....................................... 67,700.................................... 25,400
3,000,001….........4,000,000....................................... 66,700.................................... 25,000
2,000,001….........3,000,000....................................... 62,500.................................... 23,400
1,500,001….........2,000,000....................................... 58,300.................................... 21,800
1,000,001….........1,500,000....................................... 51,600.................................... 19,300
900,001.… .......1,000,000....................................... 43,800.................................... 16,400
800,001……..........900,000....................................... 41,300.................................... 15,400
700,001……..........800,000....................................... 38,300.................................... 14,400
600,001……..........700,000....................................... 36,500.................................... 13,700
500,001……..........600,000....................................... 33,800.................................... 12,600
400,001……..........500,000....................................... 30,200.................................... 11,300
300,001……..........400,000....................................... 25,800..................................... 9,700
200,001……..........300,000....................................... 20,700..................................... 7,700
100,001……..........200,000....................................... 14,400..................................... 5,400
50,001……...........100,000......................................... 7,800..................................... 3,500
20,001…….............50,000......................................... 4,200..................................... 2,000
The project management fee on projects over $6,000,000 is 1.15% of the project cost.The maximum
Energy Programtermination fee is $25,700.
1.These fees cover project management services for energy/utility conservation projects managed by
Enterprise Services’ Energy Program.
2.Termination fees cover theselection and project management costs associated with managingan
ESCO's investment grade audit and energy services proposal. No termination fee will be charged
unless Client Agencydecided not to proceed to construction based on an energy services proposal
that identifies projects that met Client Agency’s cost effectiveness criteria.
3.If the project meets Client Agency’s cost effectiveness criteria and Client Agency decides not to move
forward with a project, then Client Agency will be invoiced per the above listed TerminationFeeor
$25,700 whichever is less.If Client Agency decides to proceed with the project then the Agreement
will be amended to includethe Project Management Feelistedabove.
4.If the audit fails to produce a project that meets Client Agency’s established cost effectiveness criteria,
then there is no cost to Client Agency and no further obligation by Client Agency.
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EASUREMENT ERIFICATION ERVICES COPE OF ORK
Energy/Utility Conservation Projects
Statewide Energy Performance Contracting Program
If requested, Energy Programwill provide the following measurement and verification services for each
year beyond the first three years following the Notice of Commencement of Energy Cost Savings by the
ESCO for the specific Client Agency project:
1.Reviewthe ESCO’s annual Measurement and Verification reportfor completeness and accuracy.
Reviewany ESCO guaranteecompared to reported resultsand resolve differences, if needed. Review
and forward anyESCOinvoice vouchers for paymentby the Client Agency.
2.Where necessary, review Client Agencyfacility operations including any changes in operating hours,
changes in square footage, additional energy consuming equipment and negotiate changes in baseline
energy use with the ESCO and Client Agency that may impact achieved energy savings.
3.Attend a meeting or meetings with Client Agency and ESCO to review and discuss the annual
Measurement and Verificationreport.
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