ENERGY AUDIT AGREEMENT (2)ENERGY AUDIT AGREEMENT
This Energy Audit Agreement ("Agreement"), effective the last date signed below, is by and
between the City of Clearwater, a municipal corporation of the State of Florida with an office at 112
South Osceola Avenue (the "Agency") and the Building Technologies division of Siemens Industry,
Inc., a Delaware corporation with an office at 8403 Benjamin Road, Suite F in Tampa, FL (the
"Company") (each a "Party" and collectively the "Parties").
Whereas, the Company is party to the state term contract procured by the State of Florida,
Department of Management Services, ITN No. DMS 01/2002-103, Comprehensive Energy Strategy,
which enables the Company to perform work under the Guaranteed Energy Performance Savings
Contract Act, codified at section 489.145 of the Florida Statutes, and under section 235.215 of the
Florida Statutes; and
Whereas, the Agency IS responsible for the operation., management and maintenance of the
facilities identified on Attachment A to this Agreement (the "Facility(s)"); and
Whereas, a comprehensive investment grade technical energy audit (the "Energy Audit")
and savings analysis (the "Report") must be performed at the Facility in order to determine the
feasibility of entering into a guaranteed energy performance savings contract ("Energy Performance
Contract" or "EPC") to provide for the installation and implementation of energy conservation
measures ("ECMs") at the Facility; and
Whereas, if the ECMs are demonstrated to be feasible, and if the amount of energy cost
savings can be reasonably ascertained and guaranteed in an amount sufficient to cover all costs
associated with an energy performance contracting project at the Facility(s), the Parties intend to
negotiate an Energy Performance Contract under which the Company shall design, procure, install,
implement, maintain and monitor such ECMs at the Facility(s);
Therefore, the Parties agree as follows:
Article 1: Scope of Energy Audit
The Company will perform the Energy Audit and prepare the detailed engineering and economic
Report that specifically identifies the energy improvements and operational changes which are
recommended to be installed or implemented at the Facility(s). The Report shall contain detailed
projections of energy and cost savings to be obtained at the Facility(s) as a result of the installation of
the recommended ECMs. The savings calculations must utilize assumptions, projections and
baselines which best represent the true value of future energy or operational savings for the
Facility(s), i.e., utilize: accurate marginal cost for each unit of savings at the time the audit is
performed; documented material and operational costs actually avoided; adjustments to the blaseline
to reflect current conditions at the Facility(s) compared to the historic base period; calculations
which account for the interactive effects of the recommended ECMs; etc. The Report shall clearly
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City of Clearwater - Siemens Industry, Inc. Page 1 of 14
describe how utility tariffs were used to calculate savings for all ECMs. The Report shall describe
the Company's plan for installing or implementing the measures in the Facility(s), including all
anticipated costs associated with such installation and implementation. The primary purpose of the
Report is to provide an engineering and economic basis for negotiating an EPC between the Agency
and the Company; however, the Agency shall be under no obligation to negotiate such a contract.
The Company shall perform the following tasks in performing the Energy Audit and preparing the
Report:
A. Collect General Facility(s) Information
The Company shall collect general Facility(s) information such as: size, age, construction
type, condition and general use of the Facility(s). The Company shall also collect and
SLLIl1nlal'ILC Facillty'(s) utility cost and consw.ription data for the most recent '_'4- 36 month
period. Company shall evaluate the impact Oil Lltili.ty cost and consumptlou of ally energy
initiatives currently being installed or currcntly planned. to be installed by the Agency in tlae
Facility(s) which will remain separate from the EPC throughout the duration of that
agreement.
Agency shall make available (or cause its energy suppliers to make available) all available
records and data concerning energy and water usage for the Facility(s) for the most current
24-36 month period, if available, including: Utility records; occupancy information;
descriptions of any changes in the structure of the Facility(s) or its heating, cooling, lighting
or other systems or energy requirements; descriptions of all major energy and water
consuming or energy and water saving equipment used in the Facility(s); any comfort
problems, code deficiencies (to the extent that these are previously known by the Agency),
and description of energy management procedures presently utilized. The Agency shall also
make available a record of any energy related improvements or modifications that have been
installed during the past three years, or are currently being installed or are currently planned
to be installed by the Agency in the Facility(s) separate from the energy service agreement
throughout the duration of that agreement. The Agency shall also make available copies of
drawings, equipment logs and maintenance work orders to the Company.
B. Analyze Existing Systems and Equipment
Company shall compile an analysis based on a physical inspection of the major electrical
and mechanical systems at the Facility(s), including:
1. Cooling systems and related equipment
2. Heating and heat distribution systems
3. Automatic temperature control systems and equipment
4. Air distribution systems and equipment
5. Outdoor ventilation systems and equipment
6. Kitchen and associated dining room equipment, if applicable
7. Exhaust systems and equipment
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S. Hot water systems
9. Electric motors S HP and above, transmission and drive systems
10. Interior and exterior lighting
11. Laundry equipment, if applicable
12. Water consumption end uses, such as restroom fixtures, water fountains,
irrigation, etc.
13. Other major energy using systems, if applicable
The analysis shall. address the following considerations:
the loads, efficiencies or hours of operation for each system (where
Facility(s) operating or climatic conditions necessitate, engineering
estimates may be used, but .for large fluctuating loads with high potential
savings aP1rr01)1_ atC rncasurcmei is tir regi !iCd ale;:, \vaivcd 1)" 111,:
Agcncv); and
current operating condition for each. system.
The Company shall conduct interviews with Facility(s) operation and maintenance staff
regarding the.Haci.lity(s)'s mechanical systems operation, occupancy patterns and problems
with comfort levels or equipment reliability.
C. Establish Base Year Consumption and Reconcile with End Use Consumption Estimates
Company shall examine the most recent 24-36 months of utilitybills and establish Base Year
consumption for electricity, fossil fuels and water by averaging-, or selecting the most
representative contiguous 12 months. Company shall consult with Facility(s) staff and
account for any unusual or anomalous utility bills which may skew Base Year consumption
from a reasonable representation.
Company shall analyze loading, usage and/or hours of operation for all major end uses
representing more than 5% of total Facility(s) consumption including, but not limited to:
1. Lighting
2. Heating
3. Cooling
4. HVAC motors (fans and pumps)
5. Plug load (independent devices greater than 5%)
6. Kitchen equipment
7. Other equipment
8. Miscellaneous
Where loading and/or usage are highly uncertain Company shall employ spot measurement
and/or short term monitoring at its discretion, or at the request of the Agency. Reasonable
applications of measurement typically include variable loads that are likely candidates for
conservation measures, such as cooling equipment.
D. Develop List of Potential Energy Conservation Measures ECMs
1. identify and propose potential ECMs for installation or implementation at the Facility(s),
including water conservation measures
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2. estimate the cost, savings and life expectancy of each proposed ECM;
3. specify Facility(s) operations and maintenance procedures which will be affected by the
installation/implementation of the proposed ECMs;
4. provide analysis methodology, supporting calculations and assumptions used to estimate
savings, which shall be based on the life cycle cost calculations provided in section 255.255
of the Florida Statutes. Manual calculations should disclose essential data, assumptions,
formulas, etc. so that a reviewer could replicate the calculations based on the data provided;
5. for savings estimates using computer simulations, Company shall provide access to the
program and all inputs and assumptions used, if requested by the Agency.
6. provide a preliminary savings measurement and verification plan for each of proposed ECMs
7. provide a preliminary commissioning plan for the proposed F,CMs
& provide detailed calCLllations for any rate savings proposals
9. provide detailed supporting calculations for any proposed maintenance or other operational
savings or added costs to the Agency attributable to the ECMs;
10, estimate any environmental costs or benefits of the proposed ECMs (e.g., disposal costs,
avoided emissions, water conservation, etc.)
11. For all proposed ECMs, Company shall comply with all applicable state, federal and local
codes and regulations in effect at the time of this analysis.
E. Select Final Recommended ECMs
Company shall, in consultation with the Agency, recommend specific ECMs from its
preliminary compilation for installation and implementation at the Facility(s).
F. Cost and Fee Estimates
Company shall provide detailed estimates of all costs and fees associated with the installation
and implementation of the ECMs including:
1. Engineering/design costs for individual ECMs
2. Contractor/vendor estimates for individual ECM hard costs
3. Construction management fees for the project
4. Commissioning costs for individual ECMs
5. Initial training costs
6. Annual service fees including:
Measurement and verification
Maintenance
Performance monitoring
Ongoing training services
7. Other costs/fee (as deemed appropriate by the Company or as requested by the
Agency)
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G. Savings Estimates
The Agency has endeavored to provide the Company with sufficient general and specific
guidance in this Article 1 to develop the savings estimates for the Report. In the event that
questions arise as to the calculation of savings or whether certain items will be allowed as
savings, the Company shall seek written guidance from the Agency. Agency's rejection of
certain calculations of savings or .rej ection of certain items as allowable savings in the Report
shall be at the risk of the Company.
The following items will be allowed as savings or in the development of savings:I
Agency material/commodity cost
- Outside maintenance labor cost (if applicable)
Agreed escalation rates for natural gas
Agreed escalation rates for electricity
- Agreed escalation rates for water
1 recd escalati.ol] rates for mat(frial, cuirllluLl L) Cos[ s_% illy;
- Agreed escalation rates for allowable labor- savIngs
The following items will not be allowed as savings or in the development of savings:
- Agency in-house labor cost
H. Repo t Format
1. An executive summary which describes the Facility(s), measures evaluated, analysis
methodology, results and a summary table presenting the cost and savings estimates
for each measure.
2. A discussion of measures not evaluated in detail and the explanation of why a
detailed analysis was not performed.
3. A summary of all utility bills, Base Year consumption and how it was established,
and end use reconciliation with respect to the Base Year including a discussion of any
unusual characteristics and findings.
4. Detailed descriptions for each ECM including analysis method, supporting
calculations (may be submitted in appendices), results, proposed equipment and
implementation issues.
5. Conclusions, observations and caveats regarding cost and savings estimates.
F Unless otherwise agreed in writing, escalation rates for labor items shall tie to the
seasonally adjusted Consumer Price Index for the Tampa-St. Petersburg-Clearwater, FL area, as
published semiannually by the US Bureau of Labor Statistics. Escalation indices for
material/commodity cost savings shall be identified at the completion of the Energy Audit, and
wherever possible shall be selected from available Producer Price Index commodities indices, as
published by the US Bureau of Labor Statistics. The value of fuel and water unit savings shall be
escalated using actual rate increases as they occur over the term of the Agreement. The base rate
value for each fuel and water unit shall not devalue in the event of any rate decrease.
Energy A
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6. Thorough appendices which document the data relied upon to prepare the analysis and
how that data was collected.
7. The Report shall be completed within ninety (90) days of the effective date of this
Agreement, unless otherwise stated in Attachment A. The Agency shall conduct and
complete a technical review within sixty (60) days of its receipt of the Report, unless
otherwise stated in Attachment A.
Acceptance of the Report - If Energy Conservation Measures are Feasible.
The Agency shall accept the Report if the energy cost savings that are estimated to accrue from
implementing the recommended and Agency-acceptable ECMs are equal to or greater than the total
of (1) projected costs of the design and installation of the recommended ECMs; and (2) the Fee stated
in Article 3.1. If the Agency determines that one or more of the recommended ECMs from the
Report is not fusible, is already being addressed by other Agency Diction, or is otherwise
unacceptablc to the Agency, or i f ttic Al. cacy ili.sputcs the Report's represcritatioii oC tb.c costs or
anticipated savings, the Agency shall give the Conipany written notice of any and all said objections,
in detail, within fourteen (14) days after completing its technical review of the Report. The
Company shall correct the Report and submit a revised draft within twenty-one (21) days of said
notification. The Agency shall have thirty (30) days .from receipt of the revised Report to notify the
Company if any objections have not been corrected. This re-submission process shall continue until
(1) the date all material concerns are resolved and the Report is accepted, or (2) the dispute is
otherwise resolved.
Agency's acceptance of the Report shall not constitute an agreement to enter into an EPC or
negotiations for such, but shall only constitute agreement by the Agency that the ECMs are accepted
by the Agency as viable and are fairly represented with respect to costs and anticipated savings.
Article 2: Energy Performance Contract
The Parties intend to negotiate an EPC under which the Company shall design, install and implement
ECMs 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 EPC. The
terms and provisions of such an EPC shall be set forth in a separate agreement. This Agreement
shall automatically terminate upon the Parties' execution of an EPC relating to the Facility(s).
Article 3: Payment
Company shall perform the Energy Audit of the Agency's Facility(s) described in Appendix
A for the fixed fee of $94,386 (the "Fee"). In the event that the Agency accepts the Report
per Article I.I. above, but does not execute an EPC in accordance with Article 3.2 below, the
Agency shall be liable to Company for the Fee, subject to the following:
• The ECMs contained in the EPC shall provide for no increases in the costs nor
decreases in the savings (except as may arise from agreed-upon escalation) as
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provided in the Report pursuant to Articles 1.17. and 1.G., unless mutually agreed
by the Parties.
2. During the Energy Audit, the Parties will undertake to develop and negotiate the EPC. The
EPC shall be executed, if at all, within one hundred and twenty (120) days following the
completion of the Energy Audit. If the Parties execute the EPC, all services provided by
Company hereunder shall be deemed to have been performed under, and shall be subject to,
the terms and conditions of the EPC, and the Fee shall be included in the final price set forth
in the EPC.
3. At any time during the performance of the Energy Audit, Agency may terminate this
Agreement pursuant to Article 4 herein. In the event of such termination, Company
(including its subcontractors, If any) shall cease performance of the Energy Audit as o f the
CHcct.1vc d ltc SCt .1011h Ill i?uk?llc\ ? IcrilIIII'itlulI IlutIce, i rill : 1" 11 Srlii11 i?ilw (7oIII1)i.lil\' ilia
amount equal to the pro-rata portion of the Energy Audit completed (as a percentage of the
whole, and including any expenses due to subcontractors) as oftbe effective date set forth in
the Agency's termination notice, multiplied by the Fee.
4. The Fee (or pro-rata portion thereof) shall be due and payable to Company upon the earlier of
(1) the date Agency notifies Company that Agency elects not to execute the EPC, or (ii) the
time period set forth in Article 3, paragraph 2, above, for execution of the EPC lapses. In
such event, Company shall submit an invoice to the Agency for the Fee, and the Agency
agrees to pay the invoiced amount within thirty (30) days of receipt. Notwithstanding the
foregoing, if Company elects not to execute the EPC, then Company shall be responsible for
the Fee, and the Agency shall be relieved of any obligation to pay the Fee.
Article 4: Termination
A. By Company:
Company may terminate this Agreement prior to the completion of the Energy Audit and
Report or subsequent to the completion of the Energy Audit and Report if
(1) It determines that it cannot guarantee a minimum amount of energy and cost savings
through the implementation of an energy performance contracting project at the
Facility(s); or
(ii) It determines that even though it can guarantee a minimum amount of energy and
cost savings in energy costs, that amount would be insufficient to cover the costs
associated with performing this analysis, installing ECMs and related maintenance
and monitoring services.
Termination under this section shall be effective upon Agency's receipt of written notification
from the Company stating the reason for the termination and all supporting documents.
Company shall provide the Facility(s) with any preliminary notes, reports or analysis which
have been produced or prepared prior to the effective date of the termination.
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B. By Agency:
Agency may terminate this Agreement:
(i) If the Company fails to complete the Energy Audit and deliver the Report to the
Agency within the time established in Article 1, above; or fails to obtain a written
extension of that time from the Agency. Termination under this subsection B (i) shall
be effective upon Company's receipt of written notification from the Agency that the
deadline for submission of the Report has past. Company shall provide the
Facility(s) with any preliminary notes, reports or analysis which have been produced
or prepared prior to the effective date of the termination.
(ii) If, prior or subsequent to the completion of the Energy Audit, the Company notifies
the Agency in writing that it is unable to guarantee a sufficient level of savings
prrsuant. to subsection 4 A (i) or (ii) above- Termination raider this subsection B (i i)
S11:111 he effective neon C01111-anv's receipt of riticn notification from the A12Cncy.
Company Shall Provide t1w h,Icilit\(s) w itlr Lt II.ypreliIII Imiry notes, .reports or analysis
which have been produced or prepared prior to the effective date oft.he tern.lination.
(iii) If the Cornpany is not selected by the Agency to proceed to the execution of the EPC.
C. By Either Part
Either Party may terminate this Agreement, when the Party deems it to be in its best
interest to do so, by providing the other Party written notice of its intent to do so. Termination
shall be effective upon receipt of the written notice.
Article 5: Standard Terms and Conditions
Section 1. Agreement Term
The Agreement term shall commence on the effective date of the Agreement and end 330 days from
effective date, unless earlier terminated pursuant to the provisions of Article 4 hereof.
Notwithstanding, Company shall adhere to the deadlines set forth in Article 1 regarding the
completion and submittal of the list of ECMs and the Report.
Section 2. Appropriations
Obligations of the Agency shall cease immediately without penalty if in any fiscal year covered by
the Agreement term, the Agency fails to appropriate, reappropriate or otherwise make available
funds for this Agreement. Agency shall provide written notification to Company of any impending
change in the status of appropriations which may affect this Agreement of which it has notice.
Section 3. Materials, Equipment and Supplies
The Company shall provide or cause to be provided all facilities, materials, equipment and supplies
necessary to perform the Energy Audit and prepare the Report.
Section 4. Subcontractor Disclosure
As of the execution date of this Agreement, the following subcontractors are expected to perform
material work (i.e., greater than 5% of the total work) pursuant to this Agreement:
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City of Clearwater - Siemens Industry, Inc. Page 8 of 14
• Jones Edmunds and Associates
If, during the term of this Agreement, the Company retains subcontractors to perform material work
pursuant to this Agreement who were not disclosed, the Company shall so notify the Agency in
writing.
The Company shall not engage subcontractors to provide materials or services in connection with
this Agreement to whom the Agency has reasonable objection.
Section 5. Patent and Copyright Responsibility
The Company agrees that any material or design specified by the Company or supplied by the
Company pursuant to this Agreement shall not knowingly infringe any patent or copyright, and the
Company s11all be solely respoaisible for securing any iiecessary 11CC115eti re(luired for patented or
cupyrhuhlcd IlIaLer1,111 1.111hZed 6% tiic (-:01111NI M ill the pci iol-HILHICC ul: the Ellenn, r\ud.l[ ?lild
preparation of the Report.
Section 6. Release and Indcnul
The Company agrees to assume al] risk of loss and to indemnify and hold the Agency, its officers,
agents and employees harmless from and against any and all liabilities, demands, claims, suits,
losses, damages, causes of action, fines or judgments, including costs, attorneys' and witnesses' fees,
and expenses incident thereto, for injuries to persons (including death) and for loss of, damage to or
destruction of property (including property of the Agency) to the extent of Company's negligent or
intentional acts or omissions. In the event that any demand or claim is made or suit is commenced
against the Agency, the Agency shall give prompt written notice thereof to Company and Company
shall have the right to compromise or defend the same to the extent of its own interest. Company
further agrees to maintain adequate insurance to protect the Agency against such risks. Company
also agrees to indemnify and hold the Agency harmless should any goods or services provided by
Company infringe upon the patent, copyright or trade secret of another. Notwithstanding any
provision to the contrary, neither Party shall be liable to the other Party for any special, incidental,
consequential, or punitive damages. Furthermore, nothing in this provision shall constitute a waiver
of the Agency's sovereign immunity under section 768.28, Florida Statutes.
Section 7. Dispute Resolution
The Agency and the Company recognize and acknowledge that efforts should always be made to
avoid or prevent disputes through effective partnering, good communications, and joint decision
making; and that timely requests for clarification and for information will help ensure a better
understanding of issues and problems and lead to the elimination of doubts, uncertainties, and
ambiguities. Nevertheless, the Agency and the Company also recognize that disputes may develop
between them and, in such event, wish to establish procedures to be followed to resolve such
disputes in the shortest possible time and at the least possible expense to the Agency and the
Company.
Any conflict or dispute between the Agency and the Company shall be resolved in accordance with
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the procedures specified in this Agreement, which shall be the sole and exclusive procedures for the
resolution of any such disputes. This Agreement establishes successive steps of conflict prevention
and alternative dispute resolution prior to litigation, completion of which shall be conditions
precedent to the right to commence litigation over any dispute arising out of or relating to the
Agreement. The successive steps arc: (1) informal negotiations between project-level management
personnel; (2) formal negotiations between executive-level management, initiated by written notice
and completed within thirty days, or longer as mutually agreed; and (3) mediation, initiated by
written notice. :Except as otherwise agreed by the Parties in. a mediation contract, all mediation
proceedings shall be conducted in accordance with this Agreement and, where applicable, the then-
current Model Procedure for Mediation of Business Disputes published by the Center for Public
Resources (CPR), 366 Madison Avenue New York, NY 10017, (212) 949-6490
(http://www.cpradr.org). If the Agency and the Company have not agreed within ten (10) business
days of the request for mediation on the selection of a neutral mediator willing to serve, then the
cliilC;i ?Iti['Ci, iiiLli l ili?ul?lllil S 1Llr 1C S.;IL?I?u ll. ui? I i? iiul L?li?il?-i. I?l_':iriLllil)li ?_?UIiSLlrililll
(FCRC), Florida Suite University, Tallahassee, (850) 644-6320 (http://consensus.fsu.edu). The
appointment byrCRC of a qualified .mediator shall be binding on both Parties, and both Parties shall
promptly cooperate with the appointed mediator to effectuate nlediatiol .
Any action legal or equitable action arising out of or relating, to this Agreement shall be brought in
the appropriate state court in Pinellas County, Florida, and not elsewhere, and shall be governed by
Florida law. The threshold issue for determination shall be whether the Party bringing the action has
complied with the alternative dispute resolution processes specified above.
Section 8. Personnel
All Company employees, subcontractors, or agents performing work under the Agreement shall be
properly trained technicians who meet or exceed any specified training qualifications. Upon request,
Company shall furnish a copy of technical certification or other proof of qualification. All
employees, subcontractors, or agents performing work under the Agreement must comply with all
security and administrative requirements of the Agency. The Agency may conduct, and the
Company shall cooperate in, a security background check or otherwise assess any employee,
subcontractor, or agent furnished by the Company. The Agency may refuse access to, or require
replacement of, any personnel for cause, including, but not limited to, technical or training
qualifications, quality of work, change in security status, or non-compliance with the Agency's
security or other requirements. Such approval shall not relieve the Company of its obligation to
perform all work in compliance with the Agreement. The Agency may reject and bar from any
facility for cause any of the Company's employees, subcontractors, or agents.
The Company, together with its agents, subcontractors, officers and employees, shall have and
always retain under the Agreement the legal status of an independent contractor, and in no manner
shall they be deemed employees of the Agency or deemed to be entitled to any benefits associated
with such employment. During the term of the Agreement, the Company shall maintain at its sole
expense those benefits to which its employees would otherwise be entitled to by law, including
health benefits, and all necessary insurance for its employees, including workers' compensation,
disability, and unemployment insurance, and provide the Agency with certification of such insurance
upon request. The Company remains responsible for all applicable federal, state, and local taxes, and
-......... - ...................... .
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all FICA contributions.
Section 9. Compliance with Applicable Law
In performing this Agreement, the Company shall complywith all laws, rules, codes, ordinances, and
licensing requirements that are applicable to the conduct of its business, including those of federal,
State, and local agencies having jurisdiction and authority. By way of non-exhaustive example,
Chapter 287 of the Florida Statutes and Chapter 60A-1 of the Florida Administrative Code govern
the Agreement. By way of further non-exhaustive example, the Company shall comply with section
247A(e) of the hnmigration and Nationalization Act, the Americans with Disabilities Act, and all
prohibitions against discrimination on the basis of race, religion, sex, creed, national origin,
handicap, marital status, or veteran's status. Violation of such laws shall be grounds for Agreement
termination. The Agency may cancel the Agreement if the Company refuses to allow public access
to tll records made or received bV the Colllpr.in\ ?n coniunction with the :1 r eineiii. 11" less the
records are eXempt fi,om scction 24(a) of Article 1 of the Sta.tc ConstllULioll and section H. 9.07(1) of
the Florida Statutes.
Section 10. Waivers
No right of either party hereto shall be deemed to have been waived by non-exercise thereof, or
otherwise, unless such waiver is reduced to writing and executed by the party entitled to exercise
such right.
Section 11. Assignment
Neither Party may assign this Agreement without the prior written consent of the other Party, which
shall not be unreasonably withheld.
Section 12. Capacity to Contract
Each person signing the Agreement warrants that he or she is duly authorized to do so and to bind
the respective Party to the Agreement. The Company warrants that it is in good standing and legally
authorized to transact business in Florida. The Company warrants that, to the best of its knowledge,
there is no pending or threatened action, proceeding, or investigation, or any other legal or financial
condition, that would in any way prohibit, restrain, or diminish the Company's ability to satisfy its
Agreement obligations. The Company warrants that neither it nor any affiliate is currently on the
convicted vendor list maintained pursuant to section 287.133 of the Florida Statutes, or on any
similar list maintained by any other state or the federal government. The Company shall
immediately notify the Agency in writing if its ability to perform is compromised in any manner
during the term of the Agreement.
Section 13. Confidential Information
Each Party may have access to confidential information made available by the other Party (see
particularly, but not exclusively, subsection 119.07(ee) and section 119.071 of the Florida Statutes).
Each Party shall protect such confidential information in the same manner as it protects its own
confidential information of like kind. Disclosure of any confidential information received by the
Agency will be governed by the Public Records Act, chapter 119 of the Florida Statutes.
Energy Audit Agreement 031210
City of Clearwater - Siemens Industry, Inc. Page 1 I of 14
Section 14. Convicted or Discriminatory Vendors
A person or affiliate placed on the convicted vendor list following a conviction for a public entity
crime is prohibited from doing any of the following for a period of36 months .front. the date of being
placed on the convicted vendor list: submitting a bid on a contract to provide any goods or services
to a public entity; submitting a bid on a contract with a public entity for the construction or repair of
a public building or public work; submitting bids on leases of real property to a public entity; being
awarded or performing work as a contractor, supplier, subcontractor, or consultant under a contract
with any public entity; and transacting business with any public entity in excess of the Category Two
threshold amount ($25,000) provided in section 287.017 of the Florida Statutes.
An entity or affiliate placed on the discriminatory vendor list pursuant to section 287.1.34 of the
F1ori&r ?,t<llulcs nix" not subli'rit a bid i'n ,1 conlr;10 Ic, i,-c-",-irlc. `Im. d; nr Io
entity; may not subirtit a bid on a contract witch a public Canty for the construction or repair of a
public but Wing or public work; may not submit bids on leases of real property to a public cnti.ty; .naay
not be awarded or perform work as a contractor, supplier, sub-contractor, or consultant under a
contract with any public entity; and may not transact business with any public entity.
Section 15. Project Management
All necessary and ordinary communications, submittals, approvals, requests and notices related
to Project work shall be issued or received by:
Tara L. Kivitt, Project Manager
City of Clearwater
1.00 S Myrtle Ave. Clearwater, FL 33756
Tel: 727-562-4758
Fax: 727-562-4755
Email: tarn..Iciveti(ii MvClcar,k,,ater.com
Tracy Mercer, Public Utilities Director
City of Clearwater
1650 N Arcturas Ave, Clearwater, FL 33765
Tel: 727-562-4962Te1: 727-562-4962
Fax: 727-562-4963
tracy.mercer@myclear-water.com
Siemens Industry, Inc.
Building Technologies division
8403 Benjamin Road, Suite F, Tampa, FL 33634
Tel: 813-261-8717
Fax: 866-456-8739
Email: alan.beer@siemens.com
Either Party may change its point of contact by written notice to other Party's then-current designated
contact, which shall not constitute a formal amendment to this Agreement.
Section 16. Modification of Terms
The Agreement contains all the terms and conditions agreed upon by the Parties. The Agreement
may only be modified or amended upon mutual written agreement of the Parties. No oral
agreements or representations shall be valid or binding upon the Agency or the Company.
Energy Audit Agreement 031210
City of Clearwater - Siemens Industry, Inc. Page 12 of 14
Section 17. Execution in Counterparts
The Agreement maybe executed in counterparts, each of which shall bean original and all of which
shall constitute but one and the same instrument.
Section 18. Severabilit
if a court deems any provision of the Agreement void or unenforceable, that provision. shall be
enforced only to the extent that it is not in violation of law or is not otherwise unenforceable, and all
other provisions shall remain in full force and effect.
\.rticlc G: V',- cCctltiou
WHEREFORE, the parties have caused this Agreement to be signed by their drily authorized
representatives.
CITY OF CLEARWATER
Witness: -I), -
By:
William B. Horne 11 Date
City Manager
A ?' ?- 3-1
NOE G. BER UDEzDate
Print Name: ASSISTANT SECRETARY
Attest:
SIEMENS INDUSTRY, INC.
- - Z' - ,
ttyt ia E . Goudeau Pat
lerk
3 ?? zo ?o
Date
By: PETER KAMP$
110-F -PRESIDENT
FINANCE & BUSINESS ADMINISTRATION
Its:
Energy Audit Agreement
City of Clearwater - Siemens Industry, Inc.
4 a r ny egal .
mol y in.. Ole
031210
Page 13 of 14
Camilo A. Soto Date
Assistant City Attorney
APPENDIX A
List of Agency Facilities
Marshall Wastewater Treatment Plant
1.605 Harbor Dr.
Clearwater, FL 33755
Northeast Wastewater Treatment Plant
3290 State Road 580
Safety Harbor, FL 34695
1-'isL I?u ?diLi i iuaiIIICIA hluliL
3141 Gulf to Bay Blvd.
Clearwater, FL 33759
Energy Audit Agreement 031210
City of Clearwater - Siemens Industry, Inc. Page 14 of 14
APPENDIX A
List of Agency Facilities
Marshall Wastewater Treatment Plant
1605 Harbor Dr.
Clearwater, FL 33755
Northeast Wastewater Treatment Plant
3290 State Road 580
Safety Harbor, FL 34695
1141 Gulf to Bav Blvd.
Clearwater, FL 33759
Energy Audit Agreement 031210
City of Clearwater -- Siemens Industry, Inc. Page 14 of 14