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Investment Grade Audit Agreement
w INVESTMENT GRADE AUDIT AGREEMENT This Investment Grade Audit Agreement(the"Agreement") is made and entered into between Johnson Controls (ESCO), having its principal offices at 9850 Legler Rd Lenexa, Ks 66219 and City of Salina at Salina, Ks 67402 WITNESSETH WHEREAS, ESCO was selected pursuant to RFP#10189 to provide energy service company services to State Agencies and Municipalities through the State of Kansas' Facility Conservation Improvement Program; and WHEREAS, Customer desires to enter into an agreement to have ESCO perform an Investment Grade Audit (IGA) to determine the feasibility of entering into an Energy Performance Contract to provide for the installation and implementation of energy, water and other operating cost saving measures at Customer's facilities. WHEREAS, if such measures are determined to be feasible, and if the amount of savings can be reasonably sufficient to cover all costs, or a substantial amount of the costs associated with an energy performance contracting project, the Customer, with the approval of the Kansas Corporation Commission Energy Division (KCC-ED), may negotiate an Energy Performance Contract under which the ESCO will design, procure, install, implement, maintain and/or monitor such measures. However, this Agreement does not require Customer to enter into such Energy Performance Contract. THEREFORE, the parties agree as follows: 1. Contract Documents 1.1. This Investment Grade Audit Agreement 1.2. Attachment"A"—Contract Terms and Conditions (from Exhibit E of RFP#10189) 1.3. Attachment"B"—The List of Buildings 2. Amendments or Modifications to the Contract Documents. 2.1. The Contract Documents may only be amended or modified by written modification on a change order signed by the parties and issued by the Div. of Purchases and Kansas Corporation Commission. 3. Investment Grade Energy Audit 3.1. ESCO agrees to perform an Investment Grade Energy Audit in accordance with the Scope of Work described below. ESCO agrees to complete the Investment Grade Audit and present to Customer a final report within «days—to—complete)) business days from the execution of this agreement. Customer agrees to assist the ESCO in performing the Investment Grade Audit in accordance with the Scope of Work described below. 3.2. Customer agrees to work diligently to provide full and accurate information. ESCO agrees to work diligently to assess validity of information provided and to confirm or correct the information as needed. 3.3. ESCO agrees to offer in the Investment Grade Audit a proposal of Energy Performance Contract terms and conditions, based on a recommended package of energy and water saving measures selected by the ESCO. The proposal will include details as specified in the Scope of Work below. 4. Compensation 4.1. The following is the basis upon which a fee ("Report fee") of(dGA—Cost)) shall be due to the ESCO from Customer. This fee is provided as a negotiated cost by the ESCO under the assumption that Customer has the intent to enter into an Energy Performance Contract. 4.2. If the Customer accepts the Investment Grade Audit and enters into an Energy Performance Contract with the ESCO to implement the energy, water and other operating cost saving measures, Customer shall have no up-front payment obligations under this Agreement, but acknowledges that the report fee shall be incorporated into ESCO'S project costs. 4.3. If the Customer accepts the Investment Grade Audit but fails to enter into an Energy Performance Contract with the ESCO to implement the energy and water saving measures within thirty business days, Customer shall pay the ESCO the Report Fee and the agreement will terminate without any further liability to either party. 4.4. Should the Customer, during the Investment Grade Audit, terminate this Agreement by written notice from the Customer to the ESCO, Customer shall pay the ESCO all proportional contractual payments earned up to the date of termination. The ESCO will be entitled to no other payments in case of termination and the agreement will terminate without any further liability to either party. 4.5. Should the ESCO determine any time during the Investment Grade Audit that sufficient savings cannot be attained to meet Customer's terms as set forth in the RFP, the Investment Grade Audit will be terminated by written notice from the ESCO to the Customer. In this event this Agreement shall be cancelled and Customer shall have no obligation to pay, in whole or in part, the amount specified. 4.6. If the Customer does not accept the Investment Grade Audit report within thirty business days, and the ESCO deems the basis for non-acceptance to be unreasonable, the ESCO may appeal to the KCC-ED to assist with resolution or to arrange mediation or arbitration. 5. Scope of Work. The Investment Grade Audit and Project Development Agreement shall be performed as described below: 5.1. Establish allowable cost and savings factors with Customer: 5.1.1. Customer will provide ESCO with relevant information and assistance in developing savings estimates. 5.1.2. Savings estimates may include: a. Energy and water savings b. Customer material/commodity savings, including scheduled replacement of parts c. Outside labor cost savings, including maintenance contracts d. Customer in-house labor costs e. Customer deferred maintenance cost 5.1.3. The following items may be negotiated: a. Escalation rates for natural gas, electricity, water, material/commodity cost savings, and allowable labor savings. These are rates to be used in cash flow projections for project development purposes. Actual rates and a floor rate may be used in a subsequent performance contract. b. Interest rates (all types of financing that are available and could be considered for this project) c. Customer equity cash contribution to the project. 5.1.4. As used in this section 5.1.4, Construction Costs mean the following items: a. Labor(and normal fringe benefits) paid by ESCO, exclusive of labor for design, construction management, monitoring and commissioning. b. Materials include wiring, piping and other products incorporated into the project. c. Construction equipment includes items which are used in the construction phase, but which, are not incorporated into the project. d. Subcontractor costs include any payments to third parties relating to subcontracted work on the site exclusive of costs for design, construction management, monitoring or commissioning. e. Project equipment includes any individual item of equipment incorporated into the project. f. Miscellaneous project costs include reasonable expenses for bonds, insurance,job trailers, portable toilets,job vehicles, software licensed to the customer, and job site office space, but excludes costs (other than subcontractor costs) incurred by ESCO'S for office supplies and expenses including document reproduction, phone and fax usage; incidental job site expenses such as tools; general office supplies and expense, including document reproduction, phone and fax usage; meals; travel and overnight accommodations. g. The cost percentages in the table below shall be applied to Construction Costs and shall be used as the maximum rates for projects to be performed under any Energy Performance Contract with Customer, but such rates may be exceeded if approved in writing by both the Customer and the KCC-ED. Construction Costs include only Items listed in a. through f. above. Customer and the KCC-ED will review proposed rates for projects. These rate caps are not to be considered the standard rates to be charged for all projects. Complex, innovative projects shall be allowed to approach the maximum rates, however routine, less complex projects should not justify the maximum rates and lower rates will be expected. Rates will be a factor considered by the Customer in the selection of an ESCO for a project. Standard FCIP Less than $300,000 - $600,000 - $1.5M to More Construction Markups $300,000 $600,000 $1.5M $3M than $3M Design 8% 7.5% 6.5% 6.5% 6% Construction Management 8% 6.5% 5.5% 5% 5% Construction Period Interest 3% 3% 3% 2.5% 2.5% Commissioning 5% 5%_ 4% 4% 3% Measurement & Verification 4% 4% 4% 4% 1 3% Overhead & Profit 18% 17% 17% 17% 17% h. Audit Services shall be paid with no markup, and training and monitoring is to be negotiated if needed for a specific project. Major equipment items (chillers, boilers, etc.)can be negotiated at a separate markup. i. Payment to the ESCO shall take place as follows: • If the audit is accepted, but the customer chooses to arrange for the work outside the ESCO, the full cost of the audit will be paid by the customer. • If the ESCO is to complete the work, 90% of the audit cost shall be paid on the first construction pay request. 10%will be retained and paid upon satisfactory completion of the energy conservation measures. • The Customer shall make monthly payments to the ESCO for the value, proportionate to the amount of the allowable costs, of all work completed or materials delivered during the preceding calendar month. 10% of the cost of the above amount will be retained and paid upon satisfactory completion of the energy conservation measures. Pay requests shall be prepared and submitted using standard AIA documents. 5.2 Collect data and background information from Customer: 5.2.1 Customer will provide ESCO with information concerning facility operation and energy use for the most recent three years from the effective date of this Agreement as follows. a. Building area (square footage) b. Construction date of buildings and major additions c. Utility company invoices d. Occupancy and usage information _ y e. Description of all energy-consuming or energy-saving equipment used on the premises, as P 9Y 9 9Y 9 available f. Description of energy management procedures utilized on the premises g. Description of any energy-related improvements made or currently being implemented h. Description of any changes in structure of the facility or energy-using or water-using equipment i. Description of future plans regarding building modifications or equipment modifications and replacements j. Drawings, as available (may include mechanical, plumbing, electrical, buildings automation and temperature controls;structural,architectural, modifications, and remodels) k. Original construction submittals and factory data (specifications, pump curves, etc.), as available I. Operating engineer logs, maintenance work orders, etc. as available m. Records of maintenance expenditures on energy-using equipment, including service contracts n. Prior energy audits or studies, if any. 5.2.2. Customer agrees to work diligently to furnish ESCO, upon request, accurate and complete data and information as available. Where information is not available from Customer, ESCO will make a diligent effort to collect such information through the facility inspection, staff interviews, and utility companies. ESCO agrees to work diligently to assess validity of information provided and to confirm or correct the information as needed 5.2.3. ESCO agrees to input 13 months of utility data (water, electric, gas, etc.) into the Energy Star Portfolio Manager program and share this data with Customer and with the KCC-ED electronically. If an Energy Performance Contract is entered into, ESCO agrees to input 13 months of data, beginning the first month after project completion, into the Energy Star Portfolio Manager and share this data with Customer and the KCC-ED electronically. 5.3. Perform an inspection survey: 5.3.1. ESCO shall interview the facility manager, maintenance staff or others regarding facility operation, including: a. energy management procedures b. equipment maintenance problems c. comfort problems and requirements d. equipment reliability e. projected equipment needs f. occupancy and use schedules for the facility and specific equipment g. facility improvements, past and planned 1 5.3.2. Inspect major energy-using equipment, including: a. Lighting (indoor and outdoor) b. Heating and heat distribution systems c. Cooling systems and related equipment d. Automatic temperature control systems and equipment e. Air distribution systems and equipment f. Outdoor ventilation systems and equipment g. Exhaust systems and equipment h. Hot water systems i. Electric motors, transmission and drive systems j. Special systems (kitchen/dining equipment, swimming pools, laundry equipment, etc.) k. Renewable energy systems I. Other energy using systems m. Water consuming systems (restroom fixtures, water fountains, irrigation systems, etc.) 5.3.3. Perform "late-night' surveys outside of normal business hours or on weekends to confirm building system and occupancy schedules, if deemed necessary. 5.3.4. Develop a preliminary list of potential energy and water saving measures. Consider the following for each system: a. Comfort and maintenance problems b. Energy use, loads, proper sizing, efficiencies and hours of operation c. Current operating condition d. Remaining useful life e. Feasibility of system replacement f. Hazardous materials and other environmental concerns g. Customer's future plans for equipment replacement or building renovations h. Facility operation and maintenance procedures that could be affected. 5.3.5. Customer will allow ESCO reasonable access to facility staff to ensure understanding of existing systems and opportunities. ESCO agrees to work diligently to assess validity of information provided and to confirm or correct the information as needed 5.4. Establish base year consumption and reconcile with end use consumption estimates. 5.4.1. Examine utility bills for the past 36 months and establish base year consumption for electricity, gas, steam, water, etc. in terms of energy units (kWh, kW, ccf, Therms, gallons, or other units used in bills) and in terms of dollars. Describe the process used to determine the base year (averaging, selecting most representative contiguous 12 months, etc.). Consult with facility personnel to account for any anomalous billings that could skew the base year representation. 5.4.2. Estimate loading, usage and/or hours of operation for all major end uses representing over five percent of total facility consumption including, but not limited to: a: Lighting b. Heating c. Cooling d. HVAC motors (fans and pumps) e. Plug loads f. Kitchen equipment g. Other/miscellaneous 5.4.3. Where loading or usage are highly uncertain (including variable loads such as cooling), ESCO will use its best judgment or take direction from the Customer to use spot measurements or short- term monitoring. 5.4.4. Reconcile annual end-use estimated consumption with the annual base year consumption to within five percent for electricity(kWh), fuels and water. Also reconcile electric peak demand (kW)for each end use within five percent. The miscellaneous category can be no greater than five percent. This reconciliation will place reasonable limits on potential savings. 5.5. Develop a preliminary analysis of potential energy conservation measures (ECMs): 5.5.1. Identify ECMs, which appear in the judgment of the ESCO to be likely to be cost effective and therefore warrant detailed analysis. 5.5.2. For each ECM, prepare a preliminary estimate of energy cost savings including description of analysis methodology, supporting calculations and assumptions used to estimate savings. 5.5.3. The Customer's rejection of calculations of savings, or potential savings allowed, shall be at the risk of the ESCO. This is subject to third party review. Valid calculations cannot be rejected. ` 5.6. Preliminary Investment Grade Audit Presentation: r 5.6.1. Prepare a presentation, which includes assessment of energy use, savings potential, retrofit opportunities, and potential for developing an energy performance contract. Describe how the projected project economics meet the customer's terms for completing the requirements of the audit report. The KCC-ED shall be notified of the Preliminary Investment Grade Audit Presentation and all subsequent presentations to Customer. 5.7. Analyze each Energy Conservation Measure (ECM): 5.7.1. Consider technologies in a comprehensive approach including, but not limited to: lighting systems, heating/ventilating/air conditioning equipment and distribution systems, controls systems, building envelope, motors, kitchen equipment, pools, renewable energy systems or other special equipment. 5.7.2. For each ECM: a. Use costs provided prior to contract negotiations in all cost estimates. b. Follow the methodology of ASHRAE or,other nationally-recognized authority and be based on the engineering principle(s) identified in the description of the retrofit option. c. Use best judgment regarding the employment of instrumentation and recording durations so as to achieve an accurate and faithful characterization of energy use. d. Develop a preliminary measurement and verification plan for each ECM Prepare a detailed report as described below. 5.8. Prepare a draft"Final Investment Grade Audit" which shall include: 5.8.1. Overview Section containing: a. Contact information b. Summary table of recommended ECMs, with each ECM's estimated design and construction costs, annual maintenance costs, the first year cost avoidance (in dollars and energy units), and simple payback c. Summary of annual energy use and costs of existing or base year condition d. Calculation of annual percentage savings expected if all recommended ECMs were implemented e. Description of the existing facility, mechanical and electrical systems f. Summary description of energy conservation measures, including estimated costs and savings for each as detailed above g. Discussion of measures considered but not investigated in detail h. Conclusions and recommendations 5.8.2. ECM section containing a complete description of each ECM including: a. Full written description of each ECM to include: (1) Existing conditions . (2) Recommendations. Include discussion of facility operations and maintenance procedures that will be affected by ECM installation and implementation b. Base year energy use: (1) Summary of all utility bills (2) Base year consumption and description of how established (3) End use reconciliation with base year(include discussion of any unusual findings) c. Savings calculations: (1) Base year energy use and cost (2) Post-retrofit energy use and cost (3) Savings estimates including analysis methodology, supporting calculations and assumptions used (4) Savings estimates must be limited to savings allowed by the Customer as described above (5) Percent cost-avoidance projected (6) Description and calculations for any proposed rate changes (7) Explanation of how savings duplication or interaction between retrofit options is avoided. (8) Operation and maintenance savings, including detailed calculations and description (9) If computer simulation is used, include a short description and state key input data. If requested by Customer, access will be provided to the program and all assumptions and inputs used, and/or printouts shall be provided of all input files and important output files and'included in the Investment Grade Audit with documentation that explains how the final savings figures are derived from the simulation program output printouts (10) If manual calculations are employed, formulas, assumptions and key data shall be stated d. Cost estimate -- detailed scope of the construction work needed, suitable for cost estimating including: (1) Engineering/design costs (2) Contractor/vendor estimates for labor, materials, equipment; include special provisions, overtime, etc., as needed to accomplish the work with minimum disruption to the operations of the facilities. (3) Permit costs (4) Construction management fees (5) Performance/payment bond costs (6) Commissioning costs (7) Other costs/fees (8) Company overhead/profit (9) Environmental costs or benefits (disposal, avoided emissions, handling of hazardous materials, etc.) (10) Note that all markups and costs disclosed and negotiated prior to contract negotiations shall be used in the cost estimates (11) In lieu of work proposed to be performed by ESCO or a subcontractor recommended by ESCO, ESCO agrees the Customer may specify that certain energy conservation measure components will be subject to requests for bids to ESCO from one or more contractors acceptable to the Customer. ESCO shall provide its specifications for bids for review and comment prior to their release to bidders. Upon written request by Customer, ESCO will provide.Customer copies of all bid responses. ESCO must consent to the bidder reasonable recommended by Customer and ESCO warrants that such consent shall not be unreasonably withheld. The ninety-day timeframes provided in Sections 4.3 and 4.6 shall be extended by the number of days taken by ESCO to obtain bids and conclude bidder selection discussions with Customer. e. Other (1) Preliminary commissioning plan (2) Preliminary measurement and verification plan, explaining how each ECM is to be measured and verified (stipulated by agreement, utility bill analysis, end-use measurement and calculation, etc.) (3) Discussion of impacts that facility would incur after contract ends. Consider operation and maintenance impacts, staffing impacts, budget impacts, etc. f. Complete appendices including data used to prepare analyses and description of how data were collected. 5.9. Meet with Customer to 5.9.1. Review the ECM options proposed in the Audit, and assemble a package of options which are compatible with Customer's investment and infrastructure improvement goals. 5.9.2. Review the proposed Project Cost and list of Services to be Provided to determine which additional items or services the Customer may want ESCO to provide. 5.10. Revise Audit as requested by Customer. ' I 5.11. Prepare "Project Development Proposal" • 5.11.1. In anticipation of ESCO and Customer entering into an Energy Performance Contract to design, install, and monitor the ECMs proposed in the Investment Grade Audit ESCO with input from customer has prepared a Project Development Proposal which shall include Project Cost Proposal with a List of Services to be Provided.' Project Cost is the total amount Customer will pay for the Project. The Project Cost will include costs for ESCO'S services which may include but are not limited to: a. Engineering, designing, packaging, procuring, installing b. Maintenance fees c. Monitoring fees d. Training fees e. Legal services f. Overhead and profit margins g. Include a List of Services related to each cost 5.11.2 As per Kansas Statute 75-37, 125 (e), a FCIP fee for administrative support, resources, third- party oversight and review and other services made available by and through FCIP will be calculated in accordance with the following schedule; Project Cost FCIP Fee First$100,000 .04 Next$100,001 to$500,000 .03 Next$500,001 to$1,000,000 .02 Next$1,000,001 to$5,000,000 .01 Over$5,000,000 .005 The FCIP fee is established between the FCIP and the customer and is not a component of project costs for ESCO services. The FCIP fee amount may be included in project financing and will be payable if an energy savings performance contract is entered into throughout the FCIP. 5.11.3 Carbon credits, renewable energy credits (REC's), green tags or other marketable energy or environmental credits that are generated by a FCIP project shall accrue to the State of Kansas unless otherwise specified by agreement between the State and the customer. 5.12. Prepare a preliminary analysis of energy performance contract terms to include: 5.12.1. List of ECMs included in recommended package 5.12.2. Interest rate used in the analysis 5.12.3. Expected contract term (in number of years) 5.12.4. Analysis of annual cashflow for Customer during the contract term 5.12.5. Explanation of how savings will be calculated and adjusted due to weather(such as heating or cooling degree days), occupancy changes or other factors. 6. Termination 6.1.1. ESCO may terminate this Agreement as described in Sections 4.3, 4.4 and 4.5. Customer may terminate this Agreement upon ESCO'S failure to fulfill the terms of the Agreement. Termination shall be effective 30 days from receipt of written notice if conditions of default are not first corrected. 6.1.2. Customer may terminate this Agreement upon 30 days written notice at their convenience and pay to the ESCO all proportional contractual payments earned up to the date of termination. The ESCO will be entitled to no other payments in case of termination for convenience. 7. Insurance 7.1. Before commencing any Work under this Agreement, ESCO shall file with Customer insurance policies as specified below. 7.2 Workers Compensation Insurance with statutory limits as required by the State of Kansas, and Employer's Liability Insurance with limits of not less than $1,000,000.00 or if such is permitted, a certificate of consent to self-insure. 7.3. For the duration of the Agreement, ESCO shall maintain Comprehensive General Liability Insurance written on an "occurrence" basis. Such insurance shall bear a combined single limit per occurrence of $500,000 and annual aggregate of not less than $1,000,000.00 exclusive of defense costs. Such insurance will name Customer as an additional insured as respects ESCO's acts or omissions, and shall contain standard cross-liability or severability of interest provisions and waiver of litigation. 8. Workers' Compensation Liability 8.1. The ESCO's signature affixed herein shall constitute a certification under penalty of perjury under the laws of the State of Kansas, that the ESCO is aware of the provisions which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with provisions of that code and agrees to comply with such provisions before commencing the performance of the work of this Agreement. 9. Energy Performance Contract 9.1. The Parties intend to negotiate an Energy Performance Contract under which the ESCO will design, install and implement energy conservation measures which the Parties have agreed to and provide certain maintenance and monitoring services. However, nothing in this Agreement should be construed as an obligation on any of the Parties to execute such an agreement. The terms and provisions of such an Energy Performance Contract will be set forth in a separate agreement. 10. Notices. 10.1. All notices required by the ESA or Contract Documents to be given by one party to the other shall be effective only when sent in writing, either hand delivered, telecopied and then sent by overnight delivery by means of U.S. Express Mail, Federal Express, or similar delivery service, or mailed by U.S. registered or certified mail, return receipt requested, addressed as follows: CUSTOMER City of Salina Jason Gage PO Box 736 Salina, KS 67402 Contact Person: Mike Fraser Ph: 785-309-5700 Fax: 785-309-5747 email: mike.fraser @salina.org ESCO Johnson Controls Cris Christenson Business Development Manager 9850 Legler Rd Lenexa, KS 66210» Contact Person: Cris Christenson (913) 217-0482 Fax(913) 492-1167 email:cris.allen.christenson @jci.com 11. Disputes 11.1. Disputes that cannot be resolved by negotiation between the customer and the ESCO may be submitted to the KCC-ED to establish processes for mediation or arbitration. IN WITNESS WHEREOF, and intending to be legally bound, the parties hereto subscribe their names to this agreement on the date first written above. Johnson Controls City of Salina, ansas By: By: Christopher Schulken Samantha Pj Angell Title: Regional V.P., G.M Solutions Title: Mayor Date: / Date: Z- Attest: Lieu Ann Elsey, City Clerk ApproveA as to Form: Approved by Kansas Corporation Commission Gr g en wC�y AZ orney Pa a Petersen-Klein, Executive Director Date: Date: 26 • �7i ATTACHMENT A: CONTRACT TERMS AND CONDITIONS 1. Following are provisions that are to be used in the Investment Grade Audit Agreement and the final Energy Performance Contract. 2. Investment Grade Audit Phase 2.1. Investment Grade Audit. The ESCO'S proposed contract terms must include the presentation of results from a detailed technical energy audit of acceptable quality to Customer. If Customer decides not to enter into an energy performance contract after the audit has been accepted, Customer agrees to pay the cost of the audit as stated in the submitted proposal in accordance with the contract terms and conditions. The audit must include estimates of savings for each measure. Also, the cost estimate for each measure must include an estimate of all costs including design, engineering, installation, maintenance, repairs and debt services. 2.2. Allowable savings. 2.2.1. Customer allows savings to include: a. Energy and water savings b. Customer material/commodity savings, including scheduled replacement of parts C. Outside labor cost savings, including maintenance contracts d. Customer in house labor costs e. Customer deferred maintenance costs 2.2.2. The following items may be negotiated: a. Escalation rates b. Interest rates C. Customer equity cash outlay (Customer's option) 2.2.3. Operating and Maintenance Savings. Any cost savings related to maintenance and operation of the facilities will be rigorously reviewed and, if agreed to, will be limited to those that can be thoroughly documented and approved by Customer. 2.2.4. Use of Stated Cost Markups. The pricing methodology and individual cost markups disclosed during preliminary contract negotiations will be expected to be applied in costs presented in any subsequent technical audit or performance contract, providing the scope and size of the project remain the same as assumed when markups were disclosed. 2.2.5. Professional Architect/Engineer Involvement. A registered architect or professional engineer must review and approve design work done under this contract and be involved throughout the process of auditing, design, construction, and installation. The engineer may be an employee of the ESCO and must be registered in Kansas. 3. Construction/Implementation Phase 3.1. Open Book Pricing. Open book pricing will be required, such that the ESCO will fully disclose all costs. ESCO will maintain cost accounting records on authorized work performed under actual costs for labor and material, or other basis requiring accounting records. ESCO will afford Customer access to these records and preserve them for a period of three(3)years after final payment. Costs will be evaluated through price analysis to compare costs with reasonable criteria such as established catalog and market prices or historical prices. 3.2 Meetinq Proiect Schedule. ESCO must provide a final schedule of project milestones including equipment- servicing and preventive maintenance provisions that will become part of any final contract. ESCO is responsible for meeting scheduled deadlines or notifying customer of any schedule changes. In the event any milestone or service provision is not met as scheduled without prior approval from Customer, Customer reserves the right to consider it a default and withdraw from all contractual obligations without penalty. 3.3. Customer Inspection. Customer must have the right to inspect, test and approve the work conducted in the facilities during construction and operation. Customer shall have the right and access to the account books, records, and other compilations of data that pertain to the performance of the provisions and requirements of this agreement. Records shall be kept on a generally recognized accounting basis, and calculations will be kept on file in legible form and retained for three years after close-out. Customer retains the right to have its representative visit the site during the audit and implementation phases of the project, and to attend relevant on-site or off-site meetings of the ESCO and/or its subcontractors. 3.4. Final Approval by Customer. Customer retains final approval over the scope of work and all end-use conditions. Customer may delay the initiation of payments until approved. 3.5. Property of Drawings, Reports and Materials. All drawings, reports and materials prepared by the ESCO specifically in performance of this contract shall become the property of Customer and will be delivered to Customer no later than 45 days after completion of construction. 3.6. Compliance. All work completed under this contract must be in compliance with all applicable federal, state and local laws, rules and regulations such as building codes and appropriate accreditation, certification and licensing standards. Work must be in accordance with sound engineering and safety practices and in compliance with all Customer regulations relative to the premises. ESCO and its subcontractors will be responsible for obtaining any and all required governmental permits, consents and authorizations, and for payment of any and all state and city required taxes and fees which result from this contract. Where laws, rules or regulations require Customer to secure approvals for the work of this contract, ESCO shall assist Customer obtain such approvals and drawing review and on-site inspections, and incorporate such costs into this contract. 3.7. Handlinq of Hazardous Materials. All work completed under this contract must be in compliance with all applicable federal, state and local laws, rules and regulations regarding waste disposal and treatment/disposal of any hazardous materials that could result from this project. Work must also be in . accordance with sound engineering and safety practices, and in compliance with all reasonable Customer rules relative to the premises. In the event the ESCO encounters any such materials, the ESCO shall immediately notify the project manager and stop work pending further direction from the project manager. Customer may, in its sole discretion, suspend work on the project pending removal of such materials or terminate this Agreement. 3.8. Hiring and Wage Requirements. The ESCO will comply with all requirements for the payment of prevailing wages and minority and women-owned business enterprises, if applicable. 3.9. Subcontractor Approval. Customer retains the right to approve any ESCO selected subcontractor prior to its commencement of work on this project. Names and qualifications must be submitted at least two weeks in advance. 3.10. Bondinq Requirements. The ESCO will provide to Customer at contract signing separate performance and labor and material payment(public works) bonds, each in the sum of 100 percent of the cost of the construction work. 3.11. Standards of Comfort. Specific standards of comfort, safety and functionality will not be degraded from the existing condition and meet minimum established industry standards. The ESCO will be responsible for maintaining the levels of comfort for each building as specified in this RFP or in any final agreement. Persistent failure to maintain the defined climate and lighting conditions will constitute a default. 3.12. Construction Management. The ESCO will be required to work with current building management and maintenance personnel in order to coordinate construction and provide appropriate training in operations and maintenance of all installed improvements. 3.13. Equipment Compatibility or Standardization. All equipment installed that is comparable to similar equipment at other sites operated by Customer shall be of the same manufacturer for standardization of equipment agency-wide and/or for compatibility with existing systems, unless excepted by Customer. 3.14. As-Built Drawings. Where applicable, ESCO must provide durable, reproducible record drawings(or such electronic equivalents as may be agreed to with Customer)from the"as-built drawings"of all existing and modified conditions associated with the project, conforming to typical engineering standards. These should include architectural, mechanical, electrical, structural, and control drawings and operating manuals and will be delivered prior to acceptance. 3.15. Professional Architect/Engineer Involvement. A registered architect or professional engineer must review and approve design work done under this contract and be involved throughout the process of auditing, design, construction, and installation. The engineer may be an employee of the ESCO and must be registered in the State of Kansas. 4. Commissioning/Monitoring Phase 4.1. Contract Term. No contract shall exceed thirty years in duration and is subject to annual appropriations. 4.2. Guaranteed Cost Savings. Improvements and services must result in guaranteed minimum cost savings to be achieved each year. Allowable savings are defined below. The guarantee is required to equal the calculated savings attributable to all energy saving measures for each year during the contract period. The combined annual savings must be sufficient to cover all project costs, including debt service and contractor fees, and maintenance, monitoring and other services,for the duration of the contract term. Annual cost savings beyond the guaranteed minimum savings will be held by Customer, and will not be allocated to shortfalls in other years. 4.3. Customer Payments. Payments must be based on actual measurements comparing post-retrofit improvements to building performance before the installation of any energy systems and service improvements. 4.4. Annual Reconciliation. As per negotiated agreement between Customer and ESCO annual savings may or may not be verified at specific time each year to determine if the ESCO guarantee was satisfied. 4.5. Methodology to Adjust for Changes. The contract must contain a mutually acceptable clause whereby unanticipated changes in facility use, occupancy, schedule and/or utility rates can be accommodated in a fair manner agreeable to both parties. The ESCO'S proposed method for adjusting the energy use baseline should be identified in the RFP response and listed in a schedule to the contract. 4.6. Pre-Payment Non-Penalty. The contract must permit Customer to prepay the debt, in part or in whole, without penalty. 4.7. Contract Re-negotiation. Customer reserves the right to renegotiate the terms of the contract due to changes in the regulatory or utility climates or Customer's non-discretionary use of energy, or if Customer desires to add sites as defined in this RFP. 4.8. Preventive Maintenance Schedule. Upon completion of the contract, ESCO shall provide to Customer a single comprehensive schedule of necessary preventive maintenance for all installations for the five(5)years following contract expiration or termination. 4.9. Contract Cancellation. Customer reserves the right to cancel, for cause or convenience, any contract resulting from this RFP by providing timely written notice to the contractor. 4.10. Availability of Funds. Financial obligations of Customer payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted and otherwise made available. In the event funds are not appropriated, any resulting contract will become null and void, without penalty to Customer. 4.11. Maintenance Responsibilities. No equipment or other improvements will be installed that would require Customer to hire additional personnel unless contract negotiations produce an explicit exemption for a specific installation. Maintenance responsibilities shall be proposed in detail in the contract. 4.12. Follow-up Monitoring and Maintenance Services. Following the installation and implementation of improvements the ESCO will be responsible for maintaining and monitoring the measures to ensure optimal performance, however, Customer has the option to decline these services or negotiate for a reduced term of services. All maintenance and monitoring fees will be paid through guaranteed savings. i 4.13. Operation and Maintenance Manuals. At least three(3)maintenance manuals for each site will be provided for all equipment replacements and/or upgrades at each location. Manuals are subject to approval of Customer. 4.14. Training. ESCO shall provide training for Customer personnel on all equipment and software provided by ESCO and necessary books, manuals and related educational and technical information. 4.15. Customer Activities. Customer reserves the right to make energy and water improvements to the work sites and to monitor the performance of the installations independently of the ESCO. Additionally, Customer may wish to integrate other identified capital needs with ESCO projects, which may or may not contain energy and water saving opportunities 5. General Issues 5.1. Standard Contract. The customer will incorporate standard state contract provisions(Special Provisions) into any contract resulting from this RFP. 5.2. Assignment and Delegation. Except for assignment of antitrust claims, neither party to any resulting contract may assign or delegate any portion of the agreement without the prior written consent of the other party. 5.3. Insurance. Prior to the commencement of work, the ESCO must provide evidence of insurance for both the construction and operations phases of the,project in the amounts specified in this Contract. 5.3.1. The contractor shall procure, at its own expense, and maintain for the duration of the work, the following insurance coverage's; the Customer shall be issued certificates as an additional insured. a. Standard Workers' Compensation and Employer Liability as required by state statute, including occupational disease, covering all employees on or off the work site, acting within the course and scope of their employment. b. General and/or Personal Injury and/or Professional and/or Automobile Liability- (including bodily injury, personal injury and property damage)with the following minimum coverage, depending on the policy format: (1) Occurrence basis policy-combined single limit of$500,000. (2) Annual Aggregate limit policy- not less than $1 million plus agreement that vendor will purchase additional insurance to replenish the limit to$1,000,000 if claims reduce the annual aggregate below $500,000. (3) Claims-Made policy-Combined single limit of$500,000, plus an endorsement that extends coverage two years beyond the policy expiration date. C. Vendor shall provide such other insurance as may be required by law, or in a specific solicitation. d. The Customer shall be named as an additional insured on all liability policies. e. The insurance shall include a provision preventing cancellation without 60-calendar days prior written notice to the Customer by certified mail. f. Vendor shall provide the following documentation to the Customer within 7 working days of a request therefore, unless otherwise provided: (1) Certificates of adequate insurance coverage, each with a reference to the Customer being named as an additional insured, or (2) Certificates of adequate insurance coverage and endorsement/s of additional insured coverage. 5.4. Indemnification. To the extent authorized by law, the contractor shall indemnify, save and hold harmless the Customer, its employees and agents, against any and all claims, damages, liability and court awards including costs, expenses, and attorney fees incurred as a result of any act or omission by the contractor or its employees, agents, subcontractors, or assignees pursuant to the terms of the contract resulting from this RFP. 5.5. Venue. The laws of the State of Kansas, U.S.A. shall govern in connection with the formation, performance and the legal enforcement of any resulting contract. 5.6. Contractual Provisions Attachment. The Customer will incorporate its standard contract provisions when they exit into any contract resulting from this RFP. 5.7. Ownership of Contract Products/Services. Proposals, upon established opening time, become the property of Customer. All products/services produced in response to the contract resulting from this RFP will be the sole property of Customer, unless otherwise noted in the RFP. The contents of the successful ESCO'S proposal will become contractual obligations. 5.8. Non-Discrimination. The ESCO shall comply with all applicable state and federal laws, rules and regulations involving non-discrimination on the basis of race, color, religion, national origin, age or sex. 5.9. Incurring Costs. Customer is not liable for any cost incurred by ESCO'S prior to issuance of a legally executed contract, purchase order, or other authorized acquisition document. No property interest, of any nature shall occur until a contract is awarded and signed by all concerned parties. Attachment B: Scope of Work Downtown decorative street lighting and parking lot lighting (Supplemental to the Investment Grade Audit Agreement Section 5"Scope of Work"). 1. Core Study Area and Alternate Areas. It is the understanding of ESCO, in cooperation with Customer, that ESCO will perform an investment grade audit(IGA) of the City of Salina downtown decorative street lighting fixtures, parking lot lighting fixtures, and other exterior fixtures in the Core Study Area depicted on Attachment B-1 and the Alternate Areas depicted on Attachment B-2. The intent is to provide alternatives for the replacement of the aging decorative fixtures and parking lot fixtures as well as potentially some of the other exterior fixtures in both the Core Study Area and the Alternate Areas. 2. Core Study Area energy performance contract. Based upon the results of the investment grade audit, ESCO shall, in conjunction with Customer, determine if the estimated financial benefits of the replacement of downtown decorative street lighting fixtures merits moving forward with implementation via an energy performance contract. The financial criteria for the IGA are to identify a project for the installation of replacement decorative street lighting fixtures and parking lot lighting fixtures within the Core Study Area that will generate a negative Net City- at Large Cost over a 24 year period. Net City-at-Large Cost is defined as total financing payments less total annual energy and operational and maintenance (O&M) savings. For the purpose of calculating annual savings, the City of Salina agrees to an annual escalation rate of 4%for utility and operations and maintenance (O&M) savings, and a minimum of$4,946 in first year O&M savings associated with maintaining the current downtown decorative lighting and parking lot lighting fixtures in the Core Study Area. 3. Alternative Areas. ESCO has agreed to include the Alternative Areas in the IGA at the request of the City in anticipation of the City potentially entering into a future lighting installation contract for one or more of the Alternative Areas. These provisions regarding scope of work and those of the Investment Grade Audit Agreement relating to"Scope of Work"shall also apply to the Alternative Areas; however, the results of the IGA as they relate to any of the Alternate Areas shall not be considered in the analysis of the financial criteria applicable only to the Core Study Area. 4. Additional Scope of Work Requirements • ESCO shall evaluate the current Downtown lighting system to determine type and number of lights, and then annual utility costs. ESCO shall reference the 2008 BWR Lighting Study for current light levels and to otherwise assist in the evaluation. The IES recommendations for roadway lighting and parking lots (basic level) will be the basis of the analysis and design. Complete compliance with the IES recommendations may not be practical in specific areas due to limitations associated with reusing existing pole locations and the desire to maintain consistency with fixture selection. During the analysis ESCO will notify Customer of such situations and work collaboratively with Customer for an acceptable solution. • All designed lighting improvements shall meet with the approval of the City of Salina. All lighting system shall be designed to provide lighting levels per the 2008 BWR Light Study recommendation. Complete compliance with the 2008 BWR Light Study and the IES recommendations may not be practical in specific areas due to limitations associated with reusing existing pole locations and the desire to maintain consistency with fixture selection. During the analysis ESCO will notify Customer of such situations and work collaboratively with Customer for an acceptable solution. • The new LED lighting system is to provide improved light levels for traffic and pedestrians in the Downtown along the designated streets, walkways, and parking lots. • Those areas as illustrated in Attachment B-2 will be studied like the rest of the Study Area. The five alternate areas depicted on Attachment B-2 are to be broken out into five individual alternate areas showing projected costs of a lighting installation project, so that the City Commission can decide if they would like to include some, all, or none of the alternate areas in a future lighting installation project. • ESCO shall determine all factors necessary to design the replacement of the existing roadway lighting as it may be eliminated with decorative lighting, and possible reduction in fixture quantities at intersections, decorative lanterns lighted crosswalk structures, lighted arcade tunnels, plazas, alleys currently illuminated by fixtures owned or rented by Customer, and parking lots with new poles, (with the exception of the parking lots which will be evaluated to see if existing poles can be reused), LED fixtures, internal wiring within new fixtures and poles, and LED lights. Evaluate which lanterns can be eliminated. Calculate the current annual • utility expense of these lights and the post construction utility expense, illustrating the cost savings. • Determine all factors necessary to remove midblock shoebox lighting, and reduce the intersection cobra head lighting at four corners to LED lighting at two corners. Calculate the current annual utility expense of these lights and the post construction utility expense, illustrating the cost savings. • Determine all factors necessary to replace the existing private lights within the right-of-way with LED fixtures and poles and wiring within new fixtures and poles. Calculate the current annual utility expense of these lights and the post construction utility expense, illustrating the cost savings. See Attachment B-3 for the location of these areas within the IGA. • Report shall have an Executive Summary. • Meetings and Presentation ESCO will be expected to take part in approximately the following group of meetings/presentations and submittals as part of the study: • Two (2) group meetings with City staff, including a formal "kick-off' meeting and a mid project status update • Conference call with City staff to review City's comments on the draft report and whenever necessary additional conference calls, phone calls, and email communications • Periodic status updates in electronic format and phone calls when necessary • Up to two (2) formal PowerPoint presentations of the final draft report at a City Commission Study Session prior to formal action by the City Commission • Eight (8) bound color copies of the final draft report once approved by City staff and twelve (12) bound color copies of the Executive Summary PowerPoint handouts provided to the City in advance of the presentation to the City Commission Study Session • Five (5) bound color copies of the final report with the City Commission approval date • In addition, all documents shall be supplied in PDF format INVESTMENT GRADE AUDIT DELIVERABLES The Investment Grade Audit Report which will include the following deliverables: • Existing conditions • Proposed scope of work for each facility improvement measure (FIM) including: o Preliminary site plans to the level of detail needed to convey the proposed scope of work and obtain firm fixed pricing(detailed engineering will be performed post IGA as part of the Performance Contract) o Quantities and locations of proposed fixtures to be removed and new proposed fixtures o Manufacturer specification literature for proposed fixtures • Energy and cost savings calculations • Operational and maintenance savings calculations • FIM Summary Table with savings and cost per FIM • One or more Business Case Summaries for a financed project option • Measurement and Verification Plan • Utility Rate Summary • Baseline Energy Consumption Time Line for Deliverables—Days from Investment Grade Audit Agreement Signature by All Parties • Draft report—submittal of one PDF and eight printed copies(90 days) • One conference call with City staff to review comments to the draft report • Final report—submittal of one PDF and five printed copies (150 days) • Draft City Commission Study Session PowerPoint—submittal of one PDF and eight printed copies(180 days) • Final City Commission Study Session PowerPoint—submittal of one PDF and 12 printed copies (210 days) • Possible second presentation with the City Commission • Presentation by the Project Manager at one City Commission Study Session, including the PowerPoint presentation Attachment B-1 Core Study Area ■ . ■ ■ ■ ■_■ MINE Proposed Downtown Lighting Improvement Project Areas 3-26-12 ■ ■ r ■ ■ Wi Core Study Area Lantern Areas Parking Lots IN F'O. ,40 ■I= ■ NINE ■ =M MOB@ =1111111 M NINE • IBM i i ■■ r � 11: B ■ � � m � Attachment B-2 Alternate Areas IS po�St as — — — = Salina Proposed Downtown — _ _ 7th — Lighting Improvement _ Project Areas 3-26-12 xr Won Alb Mate t-AdM11Crnal PWt;ng Lacs W1 �i-- Amerrabe 2-AMOCnal UpOng Aftmabe 3-Abm9lcnal tkj1mn9 ---. — — Alhemate a-Aadillional LkpMg 1 - - Memarbe 5-AWtOonal L*t ig — •alb. � � �` .` .— ��° � .I . � � C C L � E .J O += V Q +0 z � a a ' Attachment C Y Changes to Contract Document 1.1.3 Replace"The List of Buildings"with "Scope of Work", add 1.1.3.a. Attachment B-1 Core Study Area, 1.1.3.b. Attachment B-2 Alternative Areas and Exhibit 1.1.3.c Attachment B-3 Private Lighting in Right of Way. 1.1.4 Add "Attachment C—Changes to Contract Document" 3.1 Replace((days—to—complete)) business"with "90 calendar' 3.3 Replace"energy and water"with"utility" 4.1 Replace"«IGA—Cost))", with 128,000" 4.2 Replace Section 4.2 with the following: "If the Customer accepts the Investment Grade Audit and enters into an Energy Performance Contract with the ESCO to implement the energy and other operating cost saving measures for the Core Study Area, Customer shall have no up-front payment obligations under this Agreement and the report fee will be waived." 4.3 Replace Section 4.3, with the following: "if the Customer accepts the Investment Grade Audit but fails to enter into an Energy Performance Contract with the ESCO to implement the energy saving measures for the Core Study Area within 120 business days, Customer shall pay the ESCO the Report Fee and this Agreement will terminate without any further liability or obligation on the part of either party. Further, if ESCO presents to the City an IGA for the Core Study Area that meets the financial criteria outlined in Attachment B, paragraph 2, and is based upon commercially reasonable designed lighting improvements, design changes by the City causing the financial criteria to no longer be met for the Core Study Area will not excuse the City's obligation under this section in relation to payment of the Report Fee in the event it fails to enter into an Energy Performance Contract with ESCO for the Core Study Area, 4.4 Delete Section 4.4 4.5 Delete Section 4.5 4.6 Delete"or arbitration." 5.1.2 a. Replace"Energy and water"with"Utility" 5.1.3 a. Replace"natural gas, electricity, water"with"utilities" 5.1.4 g. Replace Section 5.1.4.g. with: The cost percentages in the table below shall be applied to Construction Costs and shall be used as the applicable rates for projects to be performed under any Energy Performance Contract with Customer.. Construction Costs include only Items listed in a. through f. above. Standard FCIP Less than $300,000 - $600,000 - $1.5M to More Construction Markups $300,000 $600,000 $1.5M $3M than $3M Design 8% 7.5% 6.5% 6.5% 6% Construction Management 8% 6.5% 5.5% 5% 5% Construction Period Interest 3% 3% 3% 2.5% 2.5% Commissioning 5% 5% 4% 4% 3% Measurement & Verification 4% 4% 4% 4% 3% Overhead & Profit 18% 17% 17% 17% 17% 5.1.4 Delete Sections 5.1.4.h. and 5.1.4.i. Y 5.2.1 Replace Section 5.2.1 with: "Customer will provide ESCO with information concerning facility operation and energy use for the most recent three years from the effective date of this Agreement as follows. a. Quantity, location, type, voltage and wattage of decorative street lamps in the downtown area. b. Quantity, location, type, voltage and wattage of all other exterior lightingfixtures in the same downtown area as the decorative fixtures C. Utility company invoices d. Usage information e. Description of future plans regarding downtown lighting modifications and replacements f. Drawings and site plans of downtown lighting, as available g. Original construction submittals and factory data ( as available) h.. Records of maintenance expenditures on energy-using equipment, including service contracts L. Prior energy audits or studies, if any." 5.2.3 Replace Section 5.2.3 with: "Not used. Energy Star Portfolio manager is not relevant to exterior lighting." 5.3.1 c. Deleted from contract 5.3.1 f. Delete"Occupancy and" 5.3.2 Replace Section 5.3.2 with "Exterior lighting in the downtown area served by the aging decorative Lamps." 5.3.3 Repalce Section 5.3.3 with "Perform "late-night"surveys outside of normal business hours or on weekends to confirm exterior lighting schedules and illumination patterns." 5.3.4 a. Delete"comfort and" 5.4.1 Replace"electricity,gas, steam, water, etc. in terms of energy units (kWh,.kW, ccf, Therms, gallons,"with "electricity in terms of energy units (kWh, KW" 5.4.2 Delete a. Lighting b. Heating c. Cooling d. HVAC motors (fans and pumps) e. Plug loads f. Kitchen equipment g. Other/miscellaneous Replace with"a. Exterior lighting" 5.7.1 Replace Section 5.7.1 with"Consider technologies in a comprehensive approach for exterior lighting systems." 9.1 Replace Section 9.1 with the following: The Parties intend to negotiate an Energy Performance Contract under which the ESCO will design, install and implement energy conservation measures which the Parties have agreed to and provide, at the discretion of the Customer, certain maintenance and monitoring services. However, nothing in this Agreement should be construed as an obligation on any of the Parties to execute such an agreement. The terms and provisions of such an Energy Performance Contract will be set forth in a separate agreement. DATE(MM/DD/YYYY) 16-� CERTIFICATE OF LIABILITY INSURANCE 5/16/2012 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 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 CONTACT Attn:CPU NAME: Marsh USA Inc. PHONE ' (/212 948-5167 (NC,No,Exl): (866)966-4664 C IN.No): 1 ) 411 East Wisconsin Avenue E-M ess: JCI.CeRRequest @marsh.com Suite 1600 Milwaukee,WI 53202—4419 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A: ACE AMERICAN INSURANCE COMPANY 22667 INSURED INSURER B: SENTRY INSURANCE A MUTUAL CO. 24988 Johnson Controls,Inc. INSURER C: INDEMNITY INSURANCE CO OF NORTH AMERICA 43575 York International Corporation INSURER D: ACE PROPERTY&CASUALTY INSURANCE COMPANY 20699 Attn:Corp.Risk Mgmt.X-92 P.O.Box 591 INSURER E: Milwaukee,WI 53201 INSURER F: COVERAGES CERTIFICATE NUMBER: 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 I TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSR WVD (MM/DD/YYYY) (MM/DD/YYYY) A GENERAL LIABILITY ❑ ❑ HDOG25531693 10/01/2011 10/01/2012 EACH OCCURENCE $5,000,000 ®COMMERCIAL GENERAL LIABILITY DAMAGE SS TO RENTED $5,000,000 PREMIE Ea occurrence ❑❑ CLAIMS MADE ®OCCUR MED EXP(Any one person) $50,000 ®CONTRACTUAL PERSONAL&ADV INJURY $5,000,000 ®X,C,U GENERAL AGGREGATE $5,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $5,000,000 ®POLICY❑PROJECT ❑LOC AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $5,000,000 B ❑ ❑ 90-04606-01 10/01/2011 10/01/2012 Ea Accident) ®ANY AUTO BODILY INJURY(Per person) $ ❑ALL OWNED AUTOS BODILY INJURY(Per accident) $ ❑SCHEDULED AUTOS PROPERTY DAMAGE $ (Per accident) ®HIRED AUTOS ®NON-OWNED AUTOS D ®UMBRELLA LIAB ®OCCUR ❑ ❑ XOOG25833284 10/01/2011 10/01/2012 EACH OCCURRENCE $5,000,000 ®EXCESS LIAB ❑CLAIMS-MADE AGGREGATE $5,000,000 ❑DED ❑RETENTION $ $ WORKERS COMPENSATION WCSTATU OTH. A Y/N ❑ WLRC46483704(CA,AZ,MA) 10/01/2011 10/01/2012 ®TORY LIMITS ER AND EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE [N N/A SCFC46770729(W I) E.L.EACH ACCIDENT $1,000,000 A OFFICER/MEMBER EXCLUDED? A (Mandatory in NH) WCUC46772374(XSW C-OH,WA) E.L.DISEASE-EA EMPLOYEE $1,000,000 It yes,describe under C DESCRIPTION OF OPERATIONS below W LRC46770742(AOS) E.L.DISEASE-POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(Attach ACORD 101,Additional Remarks Schedule,it more space is required) JCI Contract Number:1240-0285 JCI Project Name:City Salina PC Customer PO Number:IGA CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE CITY OF SALINA THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ATTN: JAROLYN GEIST ACCORDANCE WITH THE POLICY PROVISIONS. PUBLIC WORKS DEPT 300 W.ASH STREET/PO BOX 736 AUTHORIZED REPRESENTATIVE SALINA,KS 67402-0736 of Marsh USA Inc. i ACORD 25(2010/05) ©1988-2010 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: r-� LOC#: '4C"R°* ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED Marsh USA Inc. Johnson Controls,Inc. POLICY NUMBER York International Corporation Attn:Corp.Risk Mgmt.X-92 P.O.Box 591 CARRIER NAIC CODE Milwaukee,W153201 EFFECTIVE DATE: 10/1/2011 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 2010/05 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE WORKERS COMPENSATION—NEW YORK STATE Workers Compensation coverage is extended under the New York State Workers Compensation Law for all Employees and Operations in New York State. PRIMARY COVERAGE The General Liability and Automobile Liability policies are primary and not excess of or contributing with other insurance or self-insurance,where required by lease or contract. WAIVER OF SUBROGATION The General Liability,Automobile Liability,Workers Compensation and Employers Liability policies include a waiver of subrogation in favor of the certificate holder to the extent required by contract. ADDITIONAL INSURED—AUTOMOBILE LIABILITY The Automobile Liability policy,if required by contract,includes coverage for Additional Insureds as required by contract. ADDITIONAL INSURED—GENERAL LIABILITY For General Liability,if required by contract,the following are included as additional insureds,as required pursuant to a contract with a named insured,per Policy Endorsements A2 and A2A,replicated below:THE CERTIFICATE HOLDER LISTED ON THIS CERTIFICATE OF LIABILITY INSURANCE,AND EACH OTHER PERSON OR ORGANIZATION REQUIRED TO BE INCLUDED AS AN ADDITIONAL INSURED PURSUANT TO A CONTRACT WITH THE NAMED INSURED. SCHEDULE FOR POLICY ENDORSEMENTS A2 AND A2A Name of Additional Insured Person(s)or Organization(s): If required by contract,the person or organization listed on the certificate of insurance as additional insured,and each other person or organization required to be included as an additional insured pursuant to a contract with a named insured. Location(s)of Covered Operations: As required by contract. POLICY ENDORSEMENT A2 ADDITIONAL INSURED—OWNERS,LESSEES OR CONTRACTORS—NAMED INSURED'S ACTS OR OMISSIONS ONLY A. Section II—Who Is An Insured is amended to include as an additional insured the person(s)or organization(s)shown in the Schedule,but only with respect to liability for"bodily injury',"property damage"or"personal and advertising injury"caused solely by: 1. Your acts or omissions;or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s)at the location(s)designated above. B. With respect to the insurance afforded to these additional insureds,the following additional exclusions apply: The insurance does not apply to"bodily injury"or"property damage"occurring after: 1. All work,including materials,parts or equipment furnished in connection with such work,on the project(other than service,maintenance or repairs) to be performed by or on behalf of the additional insured(s)at the location of the covered operations has been completed;or 2. That portion of'your work"out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. POLICY ENDORSEMENT A2A ADDITIONAL INSURED—OWNERS,LESSEES OR CONTRACTORS—COMPLETED OPERATIONS—NAMED INSURED'S ACTS OR OMISSIONS ONLY Section II—Who Is An Insured is amended to include as an additional insured the person(s)or organization(s)shown in the Schedule,but only with respect to liability for"bodily injury"or"property damage"caused solely by"your work"at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the"products-completed operations hazard". ACORD 101 (2008/01) ©2008 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD