HomeMy WebLinkAbout06009 - CHEVRON ENERGY SOLUTIONS CO Kathie Hart " I CAO%A 00�1 6 �� 1
From: Allen Smoot
Sent: Thursday,October 23, 2014 1:30 PM
To: Kathie Hart
Subject: RE:A6009-Chevron-Energy Audit CP 09-05
yes
From: Kathie Hart
Sent: Thursday, October 23, 2014 12:08 PM
To: Allen Smoot
Subject: FW: A6009 - Chevron - Energy Audit CP 09-05
Al:
The energy audit agreement with Chevron, may we close the agreement file?
Thx!
Kathie Hart, MMC
Chief Oeputy City Clerk
City of Palm Springs 2i (760)323-8206
3200 E Tahquitz Conyon Way 65(760)322-8332
Palm Springs, CA 92262 LAkathie.Hart@PalmSpringsCA.�ov
Please note that City Hull is ripen 8 a.m. to 6 pm,. Monday throi�yh Thursday,and closed on Fridays at this time.
_ s;r
From: Tabitha Richards
Sent: Thursday, October 23, 2014 7:35 AM
To: Kathie Hart
Cc: Savat Khamphou
Subject: RE: A6009 - Chevron - Energy Audit CP 09-05
Kathie,
Al Smoot is now handling this contract and he is not the contract administrator.
Thanks,
Tabitha Richards
760-323-8253 ext 8750
From: Kathie Hart
Sent: Wednesday, October 22, 2014 3:04 PM
To: Tabitha Richards
Cc: Savat Khamphou
Subject: A6009 - Chevron - Energy Audit CP 09-05
Due to the fact that the energy savings measures are being put in place, has the autdit been completed?
Ok to close this agreement file?
Kathie Hart MMC
t
PROFESSIONAL SERVICES AGREEMENT
CITYWIDE ENERGY MANAGEMENT SERVICES
CITY PROJECT NO. 09-05
THIS PROFESSIONAL SERVIC S AGREEMENT (Pereinafter "Agreement") is made
and entered into, to be effective this day of , 20�, by and between the
CITY OF PALM SPRINGS, a California charter city aWd municipal corporation, (hereinafter
referred to as "City") and Chevron Energy Solutions Company, a division of Chevron U.S.A.
Inc. (hereinafter referred to as "Consultant"). City and Consultant are sometimes hereinafter
individually referred to as "Party" and are hereinafter collectively referred to as the "Parties."
RECITALS
A. City has determined that there is a need for professional services from a qualified
Energy Services Company ("ESCO") to provide the city with Energy Management Services to
provide a Comprehensive Energy Audit (CEA) to develop a set of programs that will be
combined as a performance based single energy conservation project with the intended
purpose to save energy, reduce greenhouse gas emissions and cut the City's energy and
maintenance and capital equipment expenditures throughout all of the City's facilities, including
two co-generation plants, Citywide Energy Management Services, City Project No. 09-05 (the
"Project").
B. Consultant has submitted to City a proposal to provide professional services to
City for the Project pursuant to the terms of this Agreement.
C. Consultant is qualified by virtue of its experience, training, education, reputation,
and expertise to provide these services and has agreed to provide such services as provided
herein.
D. City desires to retain Consultant to provide such professional services.
NOW, THEREFORE, in consideration of the promises and mutual obligations,
covenants, and conditions contained herein, and other valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as follows:
AGREEMENT
1. SERVICES,OF CONSTANT
1.1 322$82 21 22.EY1222. In compliance with all terms and conditions of this
Agreement, Consultant agrees to perform the professional services set forth in the Scope of
Services described in Exhibit "A," which is attached hereto and is incorporated herein by
reference (hereinafter referred to as the "Services" or"Work"). As a material inducement to the
City entering into this Agreement, Consultant represents and warrants that Consultant is a
provider of first class work and professional services and that Consultant is experienced in
performing the Work and Services contemplated herein and, in light of such status and
experience, Consultant covenants that it shall follow the highest professional standards in
performing the Work and Services required hereunder. For purposes of this Agreement, the
phrase "highest professional standards" shall mean those standards of practice recognized as
high quality among well-qualified and experienced professionals performing similar work under
similar circumstances.
715666.1 1
1.2 Contract o s. The Agreement between the Parties shall consist of the
following: (1) this Agreement; (2) the Scope of Services; and, (3)the Fee Estimate, which shall
all be referred to collectively hereinafter as the "Contract Documents." All provisions of
the Scope of Services shall be binding on the Parties. Should any conflict or inconsistency
exist in the Contract Documents, the conflict or inconsistency shall be resolved by applying
the provisions in the highest priority document, which shall be determined in the following order
of priority: (1s)the terms of this Agreement; and, (2"d) the provisions of the Scope of
Services (Exhibit"A").
1.3 Cempliance yXijh Law. Consultant warrants that all Services rendered
hereunder shall be performed in accordance with all applicable federal, state, and local laws,
statutes, and ordinances and all lawful orders, rules, and regulations promulgated thereunder.
1.4 Ligenses, ftEv3its, Fee§, .Ang Assellments. Consultant represents and
warrants to City that it has obtained all licenses, permits, qualifications, and approvals of
whatever nature that are legally required to practice its profession and perform the Work and
Services required by this Agreement. Consultant represents and warrants to City that
Consultant shall, at its sole cost and expense, keep in effect at all times during the term of this
Agreement, any license, permit, qualification, or approval that is legally required for Consultant
to perform the Work and Services under this Agreement. Consultant shall have the sole
obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest,
which may- be imposed by law and arise from or are necessary for the Consultant's
performance of the Work and Services required by this Agreement, and shall indemnify,
defend, and hold harmless City against any such fees, assessments, taxes penalties, or
interest levied, assessed, or imposed against City hereunder.
1.5 Filmiliarity with.Work. By executing this Agreement, Consultant warrants that
Consultant (a) has thoroughly investigated and considered the Scope of Services to be
performed, (b) has carefully considered how the Services should be performed, and (c) fully
understands the facilities, difficulties, and restrictions attending performance of the Services
under this Agreement. If the Services involve work upon any site, Consultant warrants that
Consultant has or will investigate the site and is or will be fully acquainted with the conditions
there existing, prior to commencement of any Services hereunder. Should the Consultant
discover any latent or unknown conditions that will materially affect the performance of the
Services hereunder, Consultant shall immediately inform the City of such fact and shall not
proceed except at Consultant's risk until written instructions are received from the City.
1.6 Car . Consultant shall adopt reasonable methods during the term of
the Agreement to furnish continuous protection to the Work and the equipment, materials,
papers, documents, plans, studies, and/or other components thereof to prevent losses or
damages, and shall be responsible for all such damages, to persons or property, until
acceptance of the Work by the City, except such losses or damages as may be caused by
City's own negligence.
1.7 F ibiIjtig§ of Earties. Both Parties agree to use reasonable care
and diligence to perform their respective obligations under this Agreement. Both Parties agree
to act in good faith to execute all instruments, prepare all documents, and take all actions as
may be reasonably necessary to carry out the purposes of this Agreement.
715666-1 2
1.$ Additiol3al Ser is s. City shall have the right at any time during the
performance of the Services, without invalidating this Agreement, to order extra work beyond
that specified in the Scope of Services or make changes by altering, adding to, or deducting
from such Work. No such extra work may be undertaken unless a written order is first given by
the City to the Consultant, incorporating therein any adjustment in (i) the Maximum Contract
Amount, as defined below, and/or (ii) the time to perform this Agreement, which adjustments
are subject to the written approval of the Consultant. Any increase in compensation of up to
twenty-five percent (25%) of the Maximum Contract Amount or $25,000, whichever is less, or
in the time to perform of up to thirty (30) days, may be approved by the City Manager, or his
designee, as may be needed to perform any extra work. Any greater increases, occurring
either separately or cumulatively, must be approved by the Palm Springs City Council. It is
expressly understood by Consultant that the provisions of this section shall not apply to the
services specifically set forth in the Scope of Services or reasonably contemplated therein,
regardless of whether the time or materials required to complete any work or service identified
in the Scope of Services exceeds any time or material amounts or estimates provided therein.
2. COMPENSATION
2.1 Maximum Contract ,Amount. For the Services rendered pursuant to this
Agreement, Consultant shall be compensated by City in accordance with the Fee Estimate,
which is attached hereto as Exhibit "B" and is incorporated herein by reference, but not
exceeding the maximum contract amount of TWO HUNDRED FIFTY THOUSAND DOLLARS,
($250,000) (hereinafter referred to as the "Maximum Contract Amount"), except as may be
provided pursuant to Section 1.8 above. The Maximum Contract Amount shall include the
attendance of Consultant at all Project meetings reasonably deemed necessary by the City.
Consultant shall not be entitled to any increase in the Maximum Contract Amount for attending
these meetings. Consultant hereby acknowledges that it accepts the risk that the services
identified in the Scope of Services may be more costly and/or time-consuming than Consultant
anticipates, that Consultant shall not be entitled to additional compensation therefore, and that
the provisions of Section 1.8 shall not be applicable to the services identified in the Scope of
Services. The maximum amount of city's payment obligation under this section is the amount
specified herein. If the City's maximum payment obligation is reached before the Consultant's
Services under this Agreement are completed, Consultant shall nevertheless complete the
Work without liability on the City's part for further payment beyond the Maximum Contract
Amount.
2.2. Method of Pavment. Subject to the terms described in the Fee Estimate
(Exhibit"B), City shall compensate Consultant for performance of the Energy Audit by payment
to Consultant of Two Hundred Fifty Thousand Dollars ($250,000) within 90 calendar days of
the City's review and approval of the final Comprehensive Energy Analysis (CEA) report
submitted by the Consultant.
2.3 91..2134122...W S220. In the event any change or changes in the Scope of
Services is requested by the City, the Parties shall execute a written amendment to this
Agreement, setting forth with particularity all terms of such amendment, including, but not
limited to, any additional professional fees. An amendment may be entered into:
(a) to provide for revisions or modifications to documents or other work product or work
when documents or other work product or work is required by the enactment or revision of law
subsequent to the preparation of any documents, other work product, or work; and/or
715666.1 3
(b) to provide for additional services not included in this Agreement or not customarily
furnished in accordance with generally accepted practice in Consultant's profession.
2.4 Approrigtions. This Agreement is subject to and contingent upon funds being
appropriated therefore by the Palm Springs City Council for each fiscal year covered by the
Agreement. If such appropriations are not made, this Agreement shall automatically terminate
without penalty to the City.
3. SCHEDULE OF PERFORMANCE
3.1 Time„gf_Essence. Time is of the essence in the performance of this Agreement.
The time for completion of the services to be performed by Consultant is an essential condition
of this Agreement. Consultant shall prosecute regularly and diligently the Work of this
Agreement according to the agreed upon Schedule of Performance (Section 3.2 below).
3.2 Schedule ft1f2ra1gnce. Consultant shall commence the Services pursuant
to this Agreement upon receipt of a written notice to proceed and shall perform all Services
within five months, provided City has delivered to Consultant the information/documents as
required in Exhibit A. When requested by Consultant, extensions to this time period may be
approved in writing by the Contract Officer, however, the City shall not be obligated to grant
such an extension.
3.3 Force Maieure. The time period specified for performance of the Services
rendered pursuant to this Agreement shall be extended because of any delays due to
unforeseeable causes beyond the control and without the fault or negligence of the Consultant
(financial inability excepted), including, but not limited to, acts of God or of the public enemy,
unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots,
strikes, freight embargoes, wars, and/or acts of any governmental agency, including the City, if
Consultant, within ten (10)days of the commencement of such delay, notifies the City Manager
in writing of the causes of the delay. The City Manager shall ascertain the facts and the extent
of delay, and extend the time for performing the Services for the period of the enforced delay
when and if in the judgment of the City Manager such delay is justified. The City Manager's
determination shall be final and conclusive upon the Parties to this Agreement. In no event
shall Consultant be entitled to recover damages against the City for any delay in the
performance of this Agreement, however caused, Consultant's sole remedy being extension of
the Agreement pursuant to this section.
3.4 M. Unless earlier terminated as provided elsewhere in this Agreement, this
Agreement shall commence upon the effective date of this Agreement and continue in full
force and effect until completion of the Services but not exceeding two (2) years from the date
hereof, unless extended by mutual written agreement of the Parties.
4. COORDINATION OF WORK
4.1 >esentatiye of Consultant. The following principal of Consultant is hereby
designated as being the principal and representative of Consultant authorized to act in its
behalf with respect to the Services to be performed under this Agreement and make all
decisions in connection therewith: Sarah Smith. It is expressly understood that the
experience, knowledge, education, capability, expertise, and reputation of the foregoing
principal is a substantial inducement for City to enter into this Agreement. Therefore, the
foregoing principal shall be responsible during the term of this Agreement for directing all
715666.1 4
activities of Consultant and devoting sufficient time to personally supervise the services
performed hereunder. The foregoing principal may not be changed by Consultant without prior
written approval of the Contract Officer.
4.2 Contract Qfficer. The Contract Officer shall be such person as may be
designated by the City Manager of City, and is subject to change by the City Manager. It shall
be the Consultant's responsibility to ensure that the Contract Officer is kept fully informed of
the progress of the performance of the Services, and the Consultant shall refer any decisions
which must be made by City to the Contract Officer. Unless otherwise specified herein, any
approval of City required hereunder shall mean the approval of the Contract Officer. The
Contract Officer shall have authority to sign all documents on behalf of the City required
hereunder to carry out the terms of this Agreement.
4.3 Prohibition Auain t c ra in r As i nm nts. The experience,
knowledge, capability, expertise, and reputation of Consultant, its principals and employees,
were a substantial inducement for City to enter into this Agreement. Therefore, Consultant
shall not assign the performance of this Agreement, nor any part thereof, nor any monies due
hereunder, voluntarily or by operation of law, without the prior written consent of City.
Consultant shall not contract with any other entity to perform the Services required under this
Agreement without the prior written consent of City, provided that City approves Consultant
subcontracting with Rodney R. Hite. If Consultant is permitted to subcontract any part of this
Agreement by City, Consultant shall be responsible to City for the acts and omissions of its
subcontractor(s) in the same manner as it is for persons directly employed. Nothing contained
in this Agreement shall create any contractual relationships between any subcontractor and
City. All persons engaged in the Work will be considered employees of Consultant. City will
deal directly with and will make all payments to Consultant. In addition, neither this Agreement
nor any interest herein may be transferred, assigned, conveyed, hypothecated, or encumbered
voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the
prior written consent of City. Transfers restricted hereunder shall include the transfer to any
person or group of persons acting in concert of more than twenty five percent (25%) of the
present ownership and/or control of Consultant, taking all transfers into account on a
cumulative basis. In the event of any such unapproved transfer, including any bankruptcy
proceeding, this Agreement shall be void. No approved transfer shall release Consultant or
any surety of Consultant from any liability hereunder without the express written consent of
City. Consultant shall not substitute any subcontractor without prior written consent of the City.
4.4 Indpnendent Contractor.
A. The legal relationship between the Parties is that of an independent
contractor, and nothing herein shall be deemed to make Consultant a City employee. During
the performance of this Agreement, Consultant and its officers, employees, and agents shall
act in an independent capacity and shall not act as City officers or employees. The personnel
performing the Services under this Agreement on behalf of Consultant shall at all times be
under Consultant's exclusive direction and control. Neither City nor any of its officers,
employees, or agents shall have control over the conduct of Consultant or any of its officers,
employees, or agents, except as set forth in this Agreement. Consultant, its officers,
employees, or agents shall not maintain an office or any other type of fixed business location
at City's offices. City shall have no voice in the selection, discharge, supervision, or control of
Consultant's employees, servants, representatives, or agents, or in fixing their number,
compensation, or hours of service. Consultant shall pay all wages, salaries, and other
amounts due its employees in connection with this Agreement and shall be responsible for all
715666.1 5
reports and obligations respecting them, including but not limited to social security income tax
withholding, unemployment compensation, workers' compensation, and other similar matters.
City shall not in any way or for any purpose be deemed to be a partner of Consultant in its
business or otherwise a joint venturer or a member of any joint enterprise with Consultant.
B. Consultant shall not incur or have the power to incur any debt, obligation,
or liability against City, or bind City in any manner.
C. No City benefits shall be available to Consultant, its officers, employees,
or agents in connection with any performance under this Agreement. Except for professional
fees paid to Consultant as provided for in this Agreement, City shall not pay salaries, wages, or
other compensation to Consultant for the performance of Services under this Agreement. City
shall not be liable for compensation or indemnification to Consultant, its officers, employees, or
agents, for injury or sickness arising out of performing Services hereunder. If for any reason
any court or governmental agency determines that the City has financial obligations, other than
pursuant to Section 2 and Subsection 1.8 herein, of any nature relating to salary, taxes, or
benefits of Consultant's officers, employees, servants, representatives, subcontractors, or
agents, Consultant shall indemnify City for all such financial obligations.
5. INSURANCE
5.1 Types of Insurance. Consultant shall procure and maintain, at its sole cost and
expense, in a form and content satisfactory to City, the insurance described herein for the
duration of this Agreement, including any extension thereof, or as otherwise specified herein,
against claims which may arise from or in connection with the performance of the Work
hereunder by Consultant, its agents, representatives, or employees. In the event the City
Manager determines that the Work or Services to be performed under this Agreement creates
an increased or decreased risk of loss to the City, the Consultant agrees that the minimum
limits of the insurance policies may be changed accordingly upon receipt of written notice from
the City Manager or his designee. Consultant shall immediately substitute any insurer whose
A.M. Best rating drops below the levels specified herein. Except as otherwise authorized
below for professional liability (errors and omissions) insurance, all insurance provided
pursuant to this Agreement shall be on an occurrence basis. The minimum amount of
insurance required hereunder shall be as follows:
A. ELmrs.anal Omissions lns r� ance. Consultant shall obtain and maintain in
full force and effect throughout the term of this Agreement, standard industry form professional
liability (errors and omissions) insurance coverage in an amount of-not less than one million
dollars ($1,000,000.00) per occurrence and two-million dollars ($2,000,000.00) annual
aggregate, in accordance with the provisions of this section.
(1) Consultant shall either: (a) certify in writing to the City that Consultant
is unaware of any professional liability claims made against Consultant and is unaware of any
facts which may lead to such a claim against Consultant; or (b) if Consultant does not provide
the certification pursuant to (a), Consultant shall procure from the professional liability insurer
an endorsement providing that the required limits of the policy shall apply separately to claims
arising from errors and omissions in the rendition of services pursuant to this Agreement.
(2) If the policy of insurance is written on a "claims made" basis, the policy
shall be continued in full force and effect at all times during the term of this Agreement, and for
a period of three (3) years from the date of the completion of the Services provided hereunder.
715666.1 6
In the event of termination of the policy during this period, Consultant shall obtain continuing
insurance coverage for the prior acts or omissions of Consultant during the course of
performing Services under the terms of this Agreement. The coverage shall be evidenced by
either a new policy evidencing no gap in coverage, or by obtaining separate extended "tail"
coverage with the present or new carrier or other insurance arrangements providing for
complete coverage, either of which shall be subject to the written approval by the City
Manager.
(3) In the event the policy of insurance is written on an "occurrence"
basis, the policy shall be continued in full force and effect during the term of this Agreement, or
until completion of the Services provided for in this Agreement, whichever is later. In the event
of termination of the policy during this period, new coverage shall immediately be obtained to
ensure coverage during the entire course of performing the Services under the terms of this
Agreement.
B. Workers'_Compensation__lasurm. Consultant shall obtain and maintain,
in full force and effect throughout the term of this Agreement, workers' compensation
insurance in at least the minimum statutory amounts, and in compliance with all other statutory
requirements, as required by the State of California. Consultant agrees to waive and obtain
endorsements from its workers' compensation insurer waiving subrogation rights under its
workers' compensation insurance policy against the City and to require each of its
subcontractors, if any, to do likewise under their workers' compensation insurance policies. If
Consultant has no employees, Consultant shall complete the City's Request for Waiver of
Workers' Compensation Insurance Requirement form.
C. Commercial General Ligbility_ Insurance. Consultant shall obtain and
maintain, in full force and effect throughout the term of this Agreement, a policy of commercial
general liability insurance written on a per occurrence basis with a combined single limit of at
least one million dollars ($1,000,000.00) and two million dollars ($2,000,000.00) general
aggregate for bodily injury and property damage including coverages for contractual liability,
personal injury, independent contractors, broad form property damage, products and
completed operations.
D. QUsi LkW1203goil IO§WMngg. Consultant shall obtain and maintain, in
full force and effect throughout the term of this Agreement, a policy of business automobile
liability insurance written on a per occurrence basis with a single limit liability in the amount of
one million dollars ($1,000,000.00) bodily injury and property damage. The policy shall include
coverage for owned, non-owned, leased, and hired cars.
E. Emolover Liability Insurance. Consultant shall obtain and maintain, in full
force and effect throughout the term of this Agreement, a policy of employer liability insurance
written on a per occurrence basis with a policy limit of at least one million dollars
($1,000,000.00)for bodily injury or disease.
5.2 Deductibles and .Self-lns�,used Retentions. Any deductibles or self-insured
retentions must be declared to and approved by the City Manager prior to commencing any
work or services under this Agreement. Consultant guarantees payment of all deductibles and
self-insured retentions. City reserves the right to reject deductibles or self-insured retentions in
excess of $10,000, and the City Manager may require evidence of pending claims and claims
history as well as evidence of Consultant's ability to pay claims for all deductible amounts and
self-insured retentions proposed in excess of$10,000.
715666.1 7
5.3 Other InsurAnce. irements. The following provisions shall apply to the
insurance policies required of Consultant pursuant to this Agreement:
5.3.1 For any claims related to this Agreement, Consultant's coverage shall be primary
insurance as respects City and its officers, council members, officials,
employees, agents, and volunteers. Any insurance or self-insurance maintained
by the City and its officers, council members, officials, employees, agents, and
volunteers shah be in excess of Consultant's insurance and shall not contribute
with it.
5.3.2 Any failure to comply with reporting or other provisions of the policies, including
breaches of warranties, shall not affect coverage provided to City and its officers,
council members, officials, employees, agents, and volunteers.
5.3.3 All insurance coverage and limits provided by Consultant and available or
applicable to this Agreement are intended to apply to each insured, including
additional insureds, against whom a claim is made or suit is brought to the full
extent of the policies. Nothing contained in this Agreement or any other
agreement relating to the City or its operations shall limit the application of such
insurance coverage.
5.3.4 None of the insurance coverages required herein will be in compliance with these
requirements if they include any limiting endorsement which substantially impairs
the coverages set forth herein (e.g., elimination of contractual liability or reduction
of discovery period), unless the endorsement has first been submitted to the City
Manager and approved in writing.
5.3.5 Consultant agrees to require its insurer to modify insurance endorsements to
delete any exculpatory wording stating that failure of the insurer to mail written
notice of cancellation imposes no obligation, or that any party will "endeavor" (as
opposed to being required) to comply with the requirements of the
endorsements. Certificates of insurance will not be accepted in lieu of required
endorsements, and submittal of certificates without required endorsements may
delay commencement of the Project. It is Consultant's obligation to ensure
timely compliance with all insurance submittal requirements as provided herein.
5.3.6 Consultant agrees to ensure that subcontractors, and any other parties involved
with the Project who are brought onto or involved in the Project by Consultant,
provide the same minimum insurance coverage required of Consultant.
Consultant agrees to monitor and review all such coverage and assumes all
responsibility for ensuring that such coverage is provided in conformity with the
requirements of this section. Consultant agrees that upon request, all
agreements with subcontractors and others engaged in the Project will be
submitted to the City for review.
5.3.7 Consultant acknowledges and agrees that any actual or alleged failure on the
part of the City to inform Consultant of non-compliance with any insurance
requirement in no way imposes any additional obligations on the City nor does it
waive any rights hereunder in this or any other regard.
715666.1 8
5.3.8 Consultant shall provide proof that policies of insurance required herein expiring
during the term of this Agreement have been renewed or replaced with other
policies providing at least the same coverage. Proof that such coverage has
been ordered shall be submitted prior to expiration. Endorsements as required in
this Agreement applicable to the renewing or new coverage shall be provided to
City no later than ten (10) days prior to expiration of the lapsing coverage.
5.3.9 Requirements of specific insurance coverage features or limits contained in this
section are not intended as limitations on coverage, limits, or other requirements
nor as a waiver of any coverage normally provided by any given policy. Specific
reference to a given coverage feature is for purposes of clarification only as it
pertains to a given issue, and is not intended by any party or insured to be
limiting or all-inclusive.
5.3.10 The requirements in this section supersede all other sections and provisions of
this Agreement to the extent that any other section or provision conflicts with or
impairs the provisions of this section.
5.3.11 Consultant agrees to provide immediate notice to City of any claim or loss
against Consultant arising out of the Work performed under this Agreement and
for any other claim or loss which may reduce the insurance available to pay
claims arising out of this Agreement. City assumes no obligation or liability by
such notice, but has the right (but not the duty) to monitor the handling of any
such claim or claims if they are likely to involve City, or to reduce or dilute
insurance available for payment of potential claims.
5.3.12 Consultant agrees that the provisions of this section shall not be construed as
limiting in any way the extent to which the Consultant may be held responsible
for the payment of damages resulting from the Consultant's activities or the
activities of any person or person for which the Consultant is otherwise
responsible.
5.4 Sufficiency of Insurers. Insurance required herein shall be provided by
authorized insurers in good standing with the State of California. Coverage shall be provided
by insurers admitted in the State of California with an A.M. Bests Key Rating of 8++, Class VII,
or better, unless such requirements are waived in writing by the City Manager or his designee
due to unique circumstances.
5.5 Verification of Coverage. Consultant shall furnish City with both certificates of
insurance and endorsements, including additional insured endorsements, affecting all of the
coverages required by this Agreement. The certificates and endorsements are to be signed by
a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to
be received and approved by the City before work commences. City reserves the right to
require Consultant's insurers to provide complete, certified copies of all required insurance
policies at any time. Additional insured endorsements are not required for Errors and
Omissions and Workers' Compensation policies.
Verification of Insurance coverage may be provided by: (1) an approved General and/or
Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate
of Liability Insurance Coverage with an approved Additional Insured Endorsement with the
following endorsements stated on the certificate:
715666.1 9
1. "The City of Palm Springs, its officials, employees, and agents are named as an
additional insured..." ("as respects City of Palm Springs Contract No. Of
or "for any and all
work performed with the City"may be included in this statement).
2. "This insurance is primary and non-contributory over any insurance or self-
insurance the City may have..." ("as respects City of Palm Springs Contract No. of
or"for any
and all work performed with the City' may be included in this statement).
3. "Should any of the above described policies be canceled before the expiration
date thereof, the issuing company will mail 30 days written notice to the Certificate Holder
named." language such as, "endeavor to" mail and "but failure to mail such notice shall
impose no obligation or liability of any kind upon the company, its agents or representative" is
not acceptable and must be crossed out.
4. Both the Workers' Compensation and Employers' liability policies shall contain
the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees,
agents, and volunteers.
In addition to the endorsements listed above, the City of Palm Springs shall be named the
certificate holder on the policies. All certificates of insurance and endorsements are to be
received and approved by the City before work commences. All certificates of insurance must
be authorized by a person with authority to bind coverage, whether that is the authorized
agent/broker or insurance underwriter. Failure to obtain the required documents prior to the
commencement of work shall not waive the Consultant's obligation to provide them.
5.6 Self Insurance. In lieu of any insurances required in this Section 5, Consultant
may self insure hereunder and use a Self Administered Claims Program for this purpose.
Consultant will notify the City in writing 30 days prior to cancellation of the Self Administered
Claims Program.
6. INDEMNIFICATION
To the fullest extent permitted by law, Consultant shall indemnify, defend (at
Consultant's sole cost and expense), protect and hold harmless City and its officers, council
members, officials, employees, agents and volunteers and all other public agencies whose
approval of the Project is required, (individually "Indemnified Party"; collectively "Indemnified
Parties") against any and all liabilities, claims, judgments, arbitration awards, settlements,
costs, demands, orders, and penalties (collectively "Claims"), including but not limited to
Claims arising from injuries or death of persons (Consultant's employees included) and
damage to property, which Claims arise out of, pertain to, or are related to the negligence,
recklessness, or willful misconduct of Consultant, its agents, employees, or subcontractors, or
arise from Consultant's negligent, reckless, or willful performance of or failure to perform any
term, provision, covenant, or condition of this Agreement ("Indemnified Claims"), but
Consultant's liability for Indemnified Claims shall be reduced to the extent such Claims arise
from the negligence, recklessness, or willful misconduct of the City, its officers, council
members, officials, employees, or agents.
Consultant shall reimburse the Indemnified Parties for any reasonable expenditures,
including reasonable attorneys' fees, expert fees, litigation costs, and expenses that each
Indemnified Party may incur by reason of Indemnified Claims. Upon request by an Indemnified
715666.1 10
Party, Consultant shall defend with legal counsel reasonably acceptable to the Indemnified
Party all Claims against the Indemnified Party that may arise out of, pertain to, or relate to
Indemnified Claims, whether or not Consultant is named as a party to the Claim proceeding.
The determination whether a Claim "may arise out of, pertain to, or relate to Indemnified
Claims" shall be based on the allegations made in the Claim and the facts known or
subsequently discovered by the Parties. In the event a final judgment, arbitration award, order,
settlement, or other final resolution expressly determines that Claims did not arise out of,
pertain to, nor relate to the negligence, recklessness, or willful misconduct of Consultant to any
extent, then City shall reimburse Consultant for the reasonable costs of defending the
Indemnified Parties against such Claims, except City shall not reimburse Consultant for
attorneys' fees, expert fees, litigation costs, and expenses that were incurred defending
Consultant or any parties other than Indemnified Parties against such Claims.
Consultant's indemnification oblation hereunder shall survive the expiration or earlier
termination of this Agreement until all actions against the Indemnified Parties for such matters
indemnified hereunder are fully and finally barred by the applicable statute of limitations or, if
an action is timely filed, until such action is final. This provision is intended for the benefit of
third party Indemnified Parties not otherwise a party to this Agreement.
7. REPORTS AND RECORDS
7.1 Accounting,R22 rQds. Consultant shall keep complete, accurate, and detailed
accounts of all time, costs, expenses, and expenditures pertaining in any way to this
Agreement. Consultant shall keep such books and records as shall be necessary to properly
perform the Services required by this Agreement and to enable the Contract Officer to evaluate
the performance of such Services. The Contract Officer shall have full and free access to such
books and records at all reasonable times, including the right to inspect, copy, audit, and make
records and transcripts from such records.
7.2 Rgports. Subject to the Scope of Work set forth in Exhibit A, Consultant shall
periodically prepare and submit to the Contract Officer such reports concerning the
performance of the Services required by this Agreement as the Contract Officer shall require.
Consultant hereby acknowledges that the City is greatly concerned about the cost of the Work
and Services to be performed pursuant to this Agreement. For this reason, Consultant agrees
that if Consultant becomes aware of any facts, circumstances, techniques, or events that may
or will materially increase or decrease the cost of the Work or Services contemplated herein or,
if Consultant is providing design services, the cost of the project being designed, Consultant
shall promptly notify the Contract Officer of such fact, circumstance, technique, or event and
the estimated increased or decreased cost related thereto and, if Consultant is providing
design services, the estimated increased or decreased cost estimate for the project being
designed.
7.3 9X22Eahia. e All drawings, specifications, reports, records,
documents, memoranda, correspondence, computations, and other materials prepared by
Consultant, its employees, subcontractors, and agents in the performance of this Agreement
shall be the property of City and shall be promptly delivered to City upon request of the
Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim
for further employment or additional compensation as a result of the exercise by City of its full
rights of ownership of the documents and materials hereunder. Any use of such completed
documents for other projects and/or use of incomplete documents without specific written
715666.1 11
authorization by the Consultant will be at the City's sole risk and without liability to Consultant,
and the City shall indemnify the Consultant for all damages resulting therefrom. Consultant
may retain copies of such documents for its own use. Consultant shall have an unrestricted
right to use the concepts embodied therein. Consultant shall ensure that all its subcontractors
shall provide for assignment to City of any documents or materials prepared by them, and in
the event Consultant fails to secure such assignment, Consultant shall indemnify City for all
damages resulting therefrom.
7.4 Release of Documents. All drawings, specifications, reports, records,
documents, and other materials prepared by Consultant in the performance of services under
this Agreement shall not be released publicly without the prior written approval of the Contract
Officer. All information gained by Consultant in the performance of this Agreement shall be
considered confidential and shah not be released by Consultant without City's prior written
authorization.
7.5 AMgjJ jnd Inspection of Reds. After receipt of reasonable notice and during
the regular business hours of City, Consultant shall provide City, or other agents of City, such
access to Consultant's books, records, payroll documents, and facilities as City deems
necessary to examine, copy, audit, and inspect all accounting books, records, work data,
documents, and activities directly related to Consultant's performance under this Agreement.
Consultant shall maintain such books, records, data, and documents in accordance with
generally accepted accounting principles and shall clearly identify and make such items readily
accessible to such parties during the term of this Agreement and for a period of three (3) years
from the date of final payment by City hereunder.
8. ENFORCEMENT OF AGREEMENT
8.1 Qlftaia Ln and Venue. This Agreement shall be construed and interpreted
both as to validity and as to performance of the Parties in accordance with the laws of the
State of California. Legal actions concerning any dispute, claim, or matter arising out of or in
relation to this Agreement shall be instituted in the Superior Court of the County of Riverside,
State of California, or any other appropriate court in such County, and Consultant covenants
and agrees to submit to the personal jurisdiction of such court in the event of such action.
8.2 Internretation. This Agreement shall be construed as a whole according to its
fair language and common meaning to achieve the objectives and purposes of the Parties.
The terms of this Agreement are contractual and the result of negotiation between the Parties.
Accordingly, any rule of construction of contracts (including, without limitation, California Civil
Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be
employed in the interpretation of this Agreement. The caption headings of the various sections
and paragraphs of this Agreement are for convenience and identification purposes only and
shall not be deemed to limit, expand, or define the contents of the respective sections or
paragraphs.
8.3 Termination. City may terminate this Agreement for its convenience at any time,
without cause, in whole or in part, upon giving Consultant thirty (30) days written notice. Upon
such notice, City shall pay Consultant for. Services performed through the date of termination.
Upon receipt of such notice, Consultant shall immediately cease all work under this
Agreement, unless the notice provides otherwise. Thereafter, Consultant shall have no further
claims against the City under this Agreement. Upon termination of the Agreement pursuant to
this section, Consultant shall submit to the City an invoice for work and services performed
715666.1 12
prior to the date of termination. In addition, the Consultant reserves the right to terminate this
Agreement at any time, with or without cause, upon sixty (60) days written notice to the City,
except that where termination is due to material default by the City, the period of notice may be
such shorter time as the Consultant may determine.
8.4 Default of Consultant.
A. Consultant's failure to comply with any provision of this Agreement shall
constitute a default.
B. If the City Manager, or his designee, determines that Consultant is in
default in the performance of any of the terms or conditions of this Agreement, he/she shall
notify Consultant in writing of such default. Consultant shall have ten (10) days, or such longer
period as City may designate, to cure the default by rendering satisfactory performance. In the
event Consultant fails to cure its default within such period of time, City shall have the right,
notwithstanding any other provision of this Agreement, to terminate this Agreement without
further notice and without prejudice of any remedy to which City may be entitled at law, in
equity, or under this Agreement. Consultant shall be liable for any and all reasonable costs
incurred by City as a result of such default. Compliance with the provisions of this section shall
not constitute a waiver of any City right to take legal action in the event that the dispute is not
cured, provided that nothing herein shall limit City's right to terminate this Agreement without
cause pursuant to Section 8.3.
C. If termination is due to the failure of the Consultant to fulfill its obligations
under this Agreement, City may, after compliance with the provisions of Section 8.4.8, take
over the work and prosecute the same to completion by contract or otherwise, and the
Consultant shall be liable to the extent that the total cost for completion of the Services
required hereunder exceeds the Maximum Contract Amount (provided that the City shall use
reasonable efforts to mitigate such damages), and City may withhold any payments to the
Consultant for the purpose of set-off or partial payment of the amounts owed the City as
previously stated. The withholding or failure to withhold payments to Consultant shall not limit
Consultant's liability for completion of the Services as provided herein.
8.5 WgIv9r. No waiver of any provision of this Agreement shall be effective unless in
writing and signed by a duly authorized representative of the Party against whom enforcement
of a waiver is sought. Any waiver by the Parties of any default or breach of any covenant,
condition, or term contained in this Agreement, shall not be construed to be a waiver of any
subsequent or other default or breach, nor shall failure by the Parties to require exact, full, and
complete compliance with any of the covenants, conditions, or terms contained in this
Agreement be construed as changing the terms of this Agreement in any manner or preventing
the Parties from enforcing the full provisions hereof.
8.6 jBilghla gQ9 Egmedies Qj[DullaliyS. Except with respect to rights and remedies
expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties
are cumulative and the exercise by either Party of one or more of such rights or remedies shall
not preclude the exercise by it, at the same or different times, of any other rights or remedies
for the same default or any other default by the other Party.
8.7 LWl_Actian. In addition to any other rights or remedies, either Party may take
legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for
any default, to compel specific performance of this Agreement, to obtain declaratory or
715666.1 13
injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement.
8.8 Attorney Fees. In the event any dispute between the Parties with respect to this
Agreement results in litigation or any non judicial proceeding, the prevailing Party shall be
entitled, in addition to such other relief as may be granted, to recover from the non-prevailing
Party all reasonable costs and expenses, including but not limited to reasonable attorney fees,
expert consultant fees, court costs and all fees, costs, and expenses incurred in any appeal or
in collection of any judgment entered in such proceeding. To the extent authorized by law, in
the event of a dismissal by the plaintiff or petitioner of the litigation or non judicial proceeding
within thirty (30) days of the date set for trial or hearing, the other Party shall be deemed to be
the prevailing Party in such litigation or proceeding.
9. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
9.1 Non- ' f City Qfficerso . No officer or employee of the
City shall be personally liable to the Consultant, or any successor-in-interest, in the event of
any default or breach by the City or for any amount which may become due to the Consultant
or to its successor, or for breach of any obligation of the terms of this Agreement.
9.2 Conflict of In12E2st. No officer or employee of the City shall have any financial
interest, direct or indirect, in this Agreement nor shall any such officer or employee participate
in any decision relating to the Agreement which effects his financial interest or the financial
interest of any corporation, partnership, or association in which he/she is, directly or indirectly,
interested in violation of any state statute or regulation. Consultant warrants that is has not
paid or given and will not pay or give any third party any money or other consideration in
exchange for obtaining this Agreement.
9.3 C2venant Agslinst DI§grimination. In connection with its performance under
this Agreement, Consultant shall not discriminate against any employee or applicant for
employment because of race, religion, color, sex, age, marital status, ancestry, or national
origin. Consultant shall ensure that applicants are employed, and that employees are treated
during their employment, without regard to their race, religion, color, sex, age, marital status,
ancestry, or national origin. Such actions shall include, but not be limited to, the following:
employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or
termination; rates of pay or other forms of compensation; and selection for training, including
apprenticeship.
10. MISCELLANEOUS PROVISIONS
10.1 a n
A. To the fullest extent permissible under law, and in lieu of any other
warranty by City or Consultant against patent or copyright infringement, statutory or otherwise,
it is agreed that Consultant shall defend at its expense any claim or suit against City on
account of any allegation that any item furnished under this Agreement, or the normal use or
sale thereof arising out of the performance of this Agreement, infringes upon any presently
existing U.S. letters patent or copyright and Consultant shall pay all costs and damages finally
awarded in any such suit or claim, provided that Consultant is promptly notified in writing of the
suit or claim and given authority, information and assistance at Consultants expense for the
defense of same, and provided such suit or claim arises out of, pertains to, or is related to the
negligence, recklessness or willful misconduct of Consultant. However, Consultant will not
715666.1 14
indemnify City if the suit or claim results from: (1) City's alteration of a deliverable, such that
City's alteration of such deliverable created the infringement upon any presently existing U.S.
letters patent or copyright; or (2) the use of a deliverable in combination with other material not
provided by Consultant when it is such use in combination which infringes upon an existing
U.S. letters patent or copyright.
B. Consultant shall have sole control of the defense of any such claim or suit
and all negotiations for settlement thereof, Consultant shall not be obligated to indemnify City
under any settlement made without Consultant's consent or in the event City fails to cooperate
in the defense of any suit or claim, provided, however, that such defense shall be at
Consultant's expense. If the use or sale of such item is enjoined as a result of the suit or
claim, Consultant, at no expense to City, shall obtain for City the right to use and sell the item,
or shall substitute an equivalent item acceptable to City and extend this patent and copyright
indemnity thereto.
10.2 No ices. All notices or other communications required or permitted hereunder
shall be in writing, and shall be personally delivered, sent by pre-paid First Class U.S. Mail,
registered or certified mail, postage prepaid, return receipt requested, or delivered or sent by
facsimile with attached evidence of completed transmission, and shall be deemed received
upon the earlier of(i) the date of delivery to the address of the person to receive such notice if
delivered personally or by messenger or overnight courier; (ii) five (5) business days after the
date of posting by the United States Post Office if by mail; or (iii) when sent if given by
facsimile. Any notice, request, demand, direction, or other communication sent by facsimile
must be confirmed within forty-eight (48) hours by letter mailed or delivered. Other forms of
electronic transmission such as e-mails, text messages, instant messages are not acceptable
manners of notice required hereunder. Notices or other communications shall be addressed
as follows:
To City: City of Palm Springs
Attention: City Manager& City Clerk
3200 E. Tahquitz Canyon Way
Palm Springs, California 92262
Telephone: (760) 323-8204
Facsimile: (760) 323-8332
Tg Consultant: Chevron Energy Solutions Company
Attention: Ron LaCombe
150 E. Colorado Blvd., Suite 360
Pasadena, CA 91105
Telephone: (626) 304-4700
Facsimile: (626)304-4701
With a Cony To: Chevron Energy Solutions Company
Attention: Contracts Administrator
12980 Foster, 41h Floor
Overland Park, KS 66213-2649
Telephone: (913) 748-8800
Facsimile: (913) 748-8734
10.3 Entir2 69reemgnt. This Agreement constitutes the entire agreement between
715666.1 15
the Parties and supersedes all prior negotiations, arrangements, agreements, representations,
and understandings, if any, made by or among the Parties with respect to the subject matter
hereof. No amendments or other modifications of this Agreement shall be binding unless
executed in writing by both Parties hereto, or their respective successors, assigns, or grantees.
10.4 Severability. Whenever possible, each provision of this Agreement shall be
interpreted in such a manner as to be effective and valid under applicable law, but if any
provision of this Agreement shall be determined to be invalid by a final judgment or decree of a
court of competent jurisdiction, such provision shall be ineffective only to the extent of such
prohibition or invalidity, without invalidating the reminder of that provision, or the remaining
provisions of this Agreement unless the invalid provision is so material that its invalidity
deprives either Party of the basic benefit of their bargain or renders this Agreement
meaningless.
10.5 S r . This Agreement shall be binding upon and inure to the
benefit of the Parties' successors and assignees.
10.6 ThilEg_ �r rty_Beneficiary. Except as may be expressly provided for herein,
nothing contained in this Agreement is intended to confer, nor shall this Agreement be
construed as conferring, any rights, including, without limitation, any rights as a third-party
beneficiary or otherwise, upon any entity or person not a party hereto.
10.7 Recitals The above-referenced Recitals are hereby incorporated into the
Agreement as though fully set forth herein and each Party acknowledges and agrees that such
Party is bound, for purposes of this Agreement, by the same.
10.8. Authority. Each of the undersigned represents and warrants that (i)
the Party for which he or she is executing this Agreement is duly authorized and existing, (ii)
he or she is duly authorized to execute and deliver this Agreement on behalf of the Party for
which he or she is signing, (iii) by so executing this Agreement, the Party for which he or she is
signing is formally bound to the provisions of this Agreement, and (iv) the entering into this
Agreement does not violate any provision of any other Agreement to which the Party for which
he or she is signing is bound.
[SIGNATURES ON THE NEXT PAGE]
715666-1 16
IN WITNESS WHEREOF, the City and the Contractor have caused this Agreement to be
executed the day and year first above written.
ATTEST: CONTENTS APPROVED:
CITY OF PALM SPRINGS, CA.
City Clerk City Manager
ate: 6)6 1 Z&O Z lb 1& Date:
By
ity Engineer
Date:
APPROVED AS TO FORM:
Date: Agreement No.
?'-City Attorne
Date: "�l-` ��' APPROVED BY CITY COUNCIL
Amo. f�rbao��
Corporations require two notarized signatures. One signature mkt be from Chairman of Board, President, or any Vice President.
The second signature must be from the Secretary,Assistant Secretary,Treasurer,Assistant Treasurer,or Chief Financial Officer.
CONTRACTOR NAME:
CHEVRON ENERGY SOLUTIONS COMPANY, A DIVISION OF CHEVRON U.S.A. INC.
Check one_Individual Partnership �, Corporation
By 1/. v�-'�By
Signature(Nota zed) ign re(Notarized)
°'` "`" GLORIA L. JOHANSEI
i °
1�V. Mahoney
Public Minnesota
My Commission Expires Jan 31,20
Sr.Mce resident
745,6t6.1_—
EXHIBIT "A"
CONSULTANT'S
SCOPE OF SERVICESIWORK
1. Scope of Work.
The energy audit shall be performed as described below:
A. The City shall provide and the Consultant shall review in detail documentation, as
available, including, but not limited to:
1. Utility company invoices up to five years, with a minimum of three years,
beginning with the last available month. Including gas contracts and invoices for
the cogeneration systems.
2. Utility company demand interval recordings of 15/30 minute electrical demand for
characteristic months of the year, where available.
3. Record drawings (AutoCAD or hardcopy):
a. mechanical
b. plumbing
C. electrical
d. building automation and temperature controls
e. structural
f, architectural
g. modifications and remodels
4. Original construction submittals and factory data (specifications, pump curves,
etc.), where available.
5. Test and balance reports for water and air systems, where available.
6. A list of key contacts at each site, including City personnel knowledgeable of the
HVAC, lighting and controls systems.
7. AutoCAD or hardcopy (8 '/2" x 11" or 11" x 17") floor plans of all buildings.
8. Energy management system and HVAC equipment operating schedules, point
lists and sequences of operation.
B. Perform an inspection survey to:
1. Identify the occupancy and use schedules. Interview the facility manager, chief
engineer, or others as needed.
2. Identify "process" energy use, such as production equipment, computer rooms,
printing plants, parking garages, etc.
3. Obtain the hours of operation for building systems and equipment.
715666.1
4. Inspect all major energy using equipment.
5. Identify and characterize comfort or system-function problems which may impact
the performance of the retrofit work.
C. Prepare a post-inspection status report, consisting of:
1. A list of energy retrofit opportunities (also known as energy conservation
measures or ECMs) which appear in the judgment of the investigator to be likely
to be cost effective and, therefore, warrant detailed analysis.
2. Recommendation for terminating or continuing the Energy Audit. Termination
shall be recommended if it appears unlikely that a project meeting the agreed
cost avoidance commitment in Exhibit B, Part C will result from the effort.
D. Survey all major energy-using equipment. Record the following:
1. Equipment name-plate data
2. Identification name/number and/or description
3. Equipment location
E. HVAC and Building Electrical Demand:
1. Analyze electrical usage for each building contained in the project, where existing
historical submeter data is available.
F. Calculate energy savings for all viable energy conservation measures. The best
method for calculating savings shall be determined by Consultant, and may include
using modeling software such as EQuest or Trace 700, or may involve spreadsheet
analysis or other accepted, standard engineering procedures.
G. Calculate energy use for each ECM.
1. For each ECM, calculate annual energy savings
2. Calculations shall generally employ computer simulation or spreadsheet analysis.
3. Calculations shall follow the methodology of ASHRAE or other nationally
recognized authority and shall be based on sound engineering principle(s).
4. Operational and maintenance savings, if any, shall be identified as a separate
line item.
H. Prepare a proposed "Project Cost" and a list of "Services to be Provided," in
anticipation of Contractor and City entering into an Energy Services Agreement to
design and install the projects proposed in the Energy Audit.
The Project Cost shall be the total compensation proposed by Consultant for the
services desired by the City, which may include, but are not limited to: engineering,
715666.1
design, construction management, procuring, installing, training, financing, and
preparation of the Energy Audit.
The list of Services to be provided shall include a complete list of the services
proposed by Consultant to be provided to City to implement the entire Project.
I. Meet with City to:
1. Review the retrofit options proposed in the Energy Audit, and assemble a
package of options which is compatible with the City's investment and
infrastructure improvement goals; and
2. Review the proposed Project cost and list of Services to be Provided to
determine which further services City may want Consultant to provide.
J. Provide to City a draft CEA which shall include:
1. Report:
a. Introduction and summary
b. A table summarizing the recommended ECMs and the first year cost
avoidance
c. Description of energy conservation measures
d. Conclusions and recommendations, including economic analysis of
recommended project
e. Summary per meter of utility history, energy use baseline, and applicable
utility rates
K. Meet with the City to present and discuss the draft CEA.
L. In accordance with the wishes of City, revise the CEA.
M. Submit the final CEA to City.
II. Technologies to Be Considered:
A. At a minimum, the technologies listed below, shall be considered during the
performance of preliminary feasibility assessments and detailed feasibility
investigations.
Building Level:
1. Building automation
2. HVAC equipment retrofit/replacement
3. Lighting fixture retrofit
4. Lighting controls
5. Street lighting
715666.1
6. Water conservation
Central Plant Level:
1. Power Generation Systems
2. Chilled Water Systems
3. HHW Systems
Additional Options to Consider:
1. Solar Power
2. Operating and Maintaining Central Plant/ Cogeneration Systems.
3. Feasibility of Extending Power to the Senior Center and Boys & Girls Club
4. Feasibility of Energy Measures for Additional City Buildings not included in this
scope of work
III. City Facilities Included in Scope of Work:
For a complete listing, see attached list.
In addition, analysis of water use and irrigation technologies will be considered for the
City's various parks, to identify ECMs to be implemented as part of the CEA.
715666.1
EXHIBIT A-LIST OF CITY FACILITIES TO BE INCLUDED IN ENERGY AUDIT
site Building address Year SIZe
city hall admin. 0Mces/council chambers/annex restroom 3200 Tahquitz canyon way 1956 17,847
City hall eoc admin offices 3200 Tahquitz canyon way 1965 14,116
City hall canoples/covered walkways 3200 Tahquitz canyon way 1965 3,647
police station admin. Officesldispatch center#housing cells 200 s.civic drive 1985 44,946
library center library 300 s sunrise way 1975 33,920
plaza theater theater 128 s. palm canyon 1938 15,100
city hall annex admin offices 3200 Tahquitz canyon way 1983 12,573
city hall annex canopies/covered walkways 3200 Tahquitz canyon way 1983 3,666
police station training site training center classrooms 200 S. cvic Drive 1977 4,200
police station training site indoor firing rangetfiring range addition 200 s. civic drive 1977 3,453
police stag training site Library officelconference room 200 s. civic drive 1977 1,081
police station training site carport canopy 200 s. civic drive 1977 940
airport fire station#2 admin. OMiceslfWe station#2 300 N. El Cielo road 1975 18,109
airport fire station#2 hose drying canny 300 N. El Cielo road 1977 1,200
airport fire station#2 boiler room 300 N. El Cielo road 1975 300
fire station#1 fire station#1 277 n. indian canyon drive 1957 5,364
fire station#3 fire station#3 590 e.raquet club road 1964 5,807
fire station#4 fire station#4 1300 la verne way 1971 4,608
fire station#5 fire station#5 5800 bolero road 1981 3,764
city yard shop repair bldgj 425 s. civic drive 1961 22,671
city yard admin officesishops 425 s.civic drive 1985 19,627
city yard welding shop 425 s. civic drive 1985 700
city yard gas pump conopylcover 425 s. civic drive 1985 850
taxi ho building office/break room 310 s. el cielo 2000 1,990
downtown parking structure parking game 275 s. indian canyon 2002 124,251
train station restroorn/storage 63950 palm springs station roe 1998 1,483
co-generator, muni generation station 201 north el cielo road 1984 1,914
co-generator, sunrise generator building 402 south Cerritos drive 1984 1,702
wastewater treat plant administration building(10.9 mgd plant) 4375 mequtie avenue 1960 2,412
wastewater treat plant maintenance 1 shop building 4375 mequite avenue 1960 3,055
palm springs internationai aiport airport terminal-zones a, b, c, &d 3400 east tahquitz canyon 1966 104,846
palm springs intemational aiport sonny bono concourse-zones g&f(gates 4-11)3400 east tahquitz canyon 1999 78,722
palm springs international arpart east"r hanger 3400 east tahquitz canyon 1968 10,114
palm springs intemationat aiport west T hanger 3400 east tahqukz canyon 1968 10,114
palm springs international abort temporary holdroom#1 (gate#3) 3400 east tahquitz canyon 1999 3,471
palm springs international aiport temporary holdroom#2(gate#2) 3400 east taNuitz canyon 1999 3,471
715666.1
palm springs international aiport terminal walkways#1 (concourse area) 3400 east tahquitz canyon 1999 10,649
palm springs international alport vehicle inspection plaza 3400 east tahquitz canyon 2003 2,000
palm springs international aiport vehicle inspection plaza shelter 3400 east tahquitz canyon 1999 9,000
palm springs international aiport covered walkway 3400 east tahquitz canyon 1968 7,348
pain springs international aiport restroom bdkhng-(old commuter hokiroom) 3400 east tahquitz canyon 1968 480
palm springs international aiport portable office burg#1 (north) 3400 east tahquitz canyon 1990 480
Pain springs international aiport portable office budding#2(south) 3400 east tahquitz canyon 1990 480
palm springs international abort portable office buddign#3(vsa office) 3400 east tahquitz canyon 2003 960
palm springs international aiport covered baggage and maint shelter 3400 east tahquitz canyon 2003 2,176
welwood rnurray library library 100 south palm canyon drive 1941 6,058
tahquitz creek golf course golf dubhouselgolf cart storage building 1885 golf dub drive 1962 12,990
tahquitz creek golf course golf maintenance bulking 1885 golf dub drive 1958 3,334
tahquitz creek golf course restroorn buikiing#1 -legends course 1885 golf dub drive 1994 279
tahquitz creek golf course restroom built#2-west side(modular) 1885 golf dub drive 1994 52
tVxW creek golf course concessionlrestroom building-legends course 1885 golf dub drive 1994 1,068
tahquitz creek golf course purnphouse#1 1885 golf club drive 1994 620
tahquitz creek golf course purnphouse#2 1885 golf dub dive 1994 603
tahquitz creek golf course restroom building#4-east side 1885 golf club drive 1960 304
tahquitz creek golf course small equipment shelter#1 (maint yard) 1885 golf dub dive 1994 1,670
tahquitz.creek golf course large equipment shelter#2(maint yard) 1885 golf dub drive 1994 2,900
tahquitz creek golf course portable office (sup#of golf course) 1885 golf club drive 1980 720
tahquitz creek golf course equipment shelter#3(near wwtp) 1885 golf club drive 1994 1,670
stadium park stadium 1901 east baristo road 1949 15,000
stadium park concession stand building#1 (third base) 1901 east baristo road 1984 713
stadium park concession stand building#2(first base) 1901 east baristo road 1985 713
Stadium Practice Field angel 2099 East Baristo Road 1949 480
Skate Park and Swim Center Leisure Center 401 South Pavillion Way 1975 15,155
Skate Park and Swim Center Pavillion 401 South Pavilion Way 1975 20,200
Skate Park and Swim Center Swimming Center 401 South Pavilion Way 1979 368
Skate Park and Swim Center Pool Filter Building 401 South Pavillion Way 1979 1,200
Skate Park and Swim Center Skate Park 401 South Pavilion Way 2003 30,000
Skate Park and Swim Center Swimming Pool 401 South Pavilion Way 1979 7,680
James O_ Jessie Dessert Highland Unity Cent(Gymnaswm 480 Tramview Road 1975 9,546
James O. Jessie Dessert Highland Unity Cent(Clubhouse 480 Tramview Road 1975 2,357
Derunuth Park Restroomsl Storages Concession Building Mesquite Avenue 1973 1,767
Denmuth Park Small Restroorn Building @ Playground Mesquite Avenue 1973 222
Denmuth Park Original Restrooml Storage Building wl Canopy Mesquite Avenue 1973 1,337
Denmuth Park Restroorn Buk"@ Field#7 Mesquite Avenue 1990 1,080
Denmuth Park Blue Restroom Building Mesquite Avenue 2003 368
Ruth Hardy Park Restroom Building 700 Tamarisk Road 1965 684
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Victoria Park Restroom Building 2650 Via Miraleste 1965 684
McManus Village Cornelia Muse-Historical 211-233 South Patin Canyon[ 1952 940
McManus Village Museum t Gallery-Historical 211-233 South Palm Canyon[ 1952 3,310
McManus Village Museum l Candy Shop-Historical 211-233 South Palm Canyon[ 1957 2,685
McManus Village Ruddy%General Store 211-233 South Paim Canyon[ 1987 916
Everybody's Village Theatre Building 538 North Palm Canyon Dr_ 1974 9,820
Everybody's Village North Wing-Meeting Roams 538 North Palm Carryon Dr. 1974 2,079
Everybody's Village South Wing-Meeting Rooms 538 North Palm Carryon Dr. 1974 1,300
Arts Springs Center Gay!South Meeting Room 550 Nora Palm Canyon Drive 1974 3,023
Arts Springs Center North Meeting Room 550 North Palm Canyon Drive 1974 2,050
Jaycee Frey Center(Homeless Shelter) Homeless Shelter 1911 Baristo Road 1964 3,617
Palm Springs Youth Boxing Club Boxing Club 225 El Clelo Road 1963 2,095
Convention Center[with 2003& 2005 AdditioonConvention Center 277 North Avenue Cabelleros 1987 264,479
Mizeli Senior Center Senior Center 400 South Sunrise Way 1991 14,262
YMCA YMCA 3601 E Mesquite Ave. 21,431
Downtown Decorative Street Lighting
715666.1
EXHIBIT "B"
Fee Estimate
Except as provided for below, within 90 calendar days of the City's review and approval
of final Comprehensive Energy Analysis (CEA) report as submitted by the Consultant,
City shall compensate Consultant for performance of the Energy Audit by payment to
Consultant of Two Hundred Fifty Thousand Dollars ($250,000). This fee is for
performance of the Scope of Work set forth in Exhibit A.
As set forth in Exhibit A (IXJ-L), the City shall have input and discretion in determining
the conclusions, recommendations and ECMs to be incorporated in the final CEA
report. As indicated in the Scope of Work set forth in Exhibit A, the City shall be entitled
to review the retrofit options proposed in the Energy Audit, and to agree on the
Consultant's recommended package of ECMs consistent with the City's investment and
infrastructure improvement goals.
A. City shall have no payment obligations at the time of execution of this Agreement,
but acknowledges that the fee indicated above shall be incorporated into the total
contract amount in the event City and Consultant execute an Energy Services
Agreement within ninety (90) calendar days after submission of the final CEA report
by Consultant to the City. However, if the parties do not execute an Energy Services
Agreement within ninety (90) calendar days after the City review and approval of
Consultant's final CEA report to City, then the audit fee set forth above shall be
immediately due and payable by City to Consultant. City and Consultant agree to
enter into good faith negotiations of an Energy Services Agreement immediately
following completion of the Energy Audit.
B. City and/or Consultant reserve the right to terminate the Agreement at any time
during the comprehensive audit. If canceled by City, costs incurred by Consultant at
the date of termination would be pro-rated based on percentage of completion, and
payable by City.
C. Should the Consultant determine any time during the Energy Audit that the projected
savings to City will not support a paid-from-savings project, Consultant shall
immediately notify City, and the audit shall be terminated by Consultant. In this
event, this Agreement shall terminate and the City shall have no obligation to pay
any amount to the Consultant. For purposes of this Agreement, a "paid-from-
savings project" shall mean an energy service contract as identified in Section
4217.12 of the California Government Code.
715666.1