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| 505 Travis Street P.O. BOX 31109 SHREVEPORT, LOUISIANA 71130 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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TITLE DATE ORIGINATING DEPARTMENT A RESOLUTION SEPTEMBER 22, 2009 PUBLIC ASSEMBLY AUTHORIZING THE AND RECREATION EXECUTION OF AN AMENDMENT TO THE PERFORMANCE BASED ENERGY EFFICIENCY CONTRACT WITH JOHNSON CONTROLS, INC. AND SPONSOR TO OTHERWISE PROVIDE WITH RESPECT THERETO. SAME ___________________________________________________________________________ PURPOSE To authorize the execution of an amendment to the Performance Based Energy Efficiency contract with Johnson Controls, Inc. ____________________________________________________________________________ BACKGROUND INFORMATION In 2004, the City of Shreveport entered into a Performance Based Energy Efficiency Contract with Johnson Controls, Inc. R. S. 33:4547.1 et. seq., authorizes political subdivisions to enter into these types of performance based energy efficiency contracts for services and equipment. The authorizing legislation further provides that such contract shall be considered a contract for services and exempt from the provisions of the Public Bid Law. Johnson Controls has previously installed energy conservation measures, facility improvement measures, and operational efficiency improvements in several City facilities to achieve energy savings over the term of the current Agreement. This resolution would authorize an amendment to the current contract and savings guarantee with Johnson Controls by revising the Scope of Work to include mechanical system upgrades, roof replacement and building automation system upgrades for Government Plaza. ___________________________________________________________________________ TIMETABLE Introduction: September 22, 2009 Final Passage: October 13, 2009 ____________________________________________________________________________ SPECIAL PROCEDURAL REQUIREMENTS None ___________________________________________________________________________ ALTERNATIVES 1. Adopt the resolution as presented. 2. Amend the resolution. 3. Reject the resolution. ____________________________________________________________________________ CONCLUSION Alternative Number 1 is recommended. ____________________________________________________________________________
FACT SHEET PREPARED BY: Terri Anderson-Scott City Attorney RESOLUTION NO. _____ OF 2009
BY: WHEREAS, R. S. 33:4547.1 et. seq., authorizes political subdivisions to enter into performance based energy efficiency contracts for services and equipment; and WHEREAS, the authorizing legislation further provides that such contract shall be considered a contract for services and exempt from the provisions of the Public Bid Law; and WHEREAS, pursuant to the provisions of the above referenced statute, the City of Shreveport intends to enter into a performance based energy efficiency contract with Johnson Controls, Inc., in 2004 for the installation of energy conservation measures, facility improvement measures, and operational efficiency improvements in several City facilities to achieve energy savings over the term of the Agreement; and WHEREAS, the City now desires to amend the current contract and savings guarantee with Johnson Controls by amending the Scope of Work to include mechanical system upgrades, roof replacement and building automation system upgrades for Government Plaza. NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Shreveport, in due, regular, and legal session convened that the Mayor is authorized to execute an amendment to the Performance Based Energy Efficient Contract with Johnson Controls, Inc., for the installation of mechanical system upgrades, roof replacement and building automation system upgrades for Governmental Plaza. BE IT FURTHER RESOLVED that if any provision or item of this resolution or the application thereof is held invalid, such invalidity shall not affect other provisions, items or applications of this resolution which can be given effect without the invalid provisions, items or applications and to this end the provisions of this resolution are hereby declared severable. BE IT FURTHER RESOLVED that all ordinances or resolutions or parts thereof in conflict herewith are hereby declared repealed. APPROVED AS TO LEGAL FORM: _____________________________ City Attorney’s Office AMENDMENT TO PERFORMANCE CONTRACT BETWEEN THE CITY OF SHREVEPORT AND JOHNSON CONTROLS, INC. (Phase #2 – Government Plaza Building) PARTIES: JOHNSON CONTROLS, INC. (JCI) 531 West 61st Street Shreveport, LA 71106 CITY OF SHREVEPORT (Customer) 505 Travis Street Shreveport, Louisiana 71101 AGREEMENT DOCUMENTS: The following are incorporated into this amendment agreement. p Schedule 1— Amendment Summary p Schedule 2— Scope of Work Schedule p Schedule 3— Assured Performance Guarantee Schedule p Schedule 4— Payment and Term Schedule 1. COMMENCEMENT DATE. The Commencement Date for this Amendment shall be the date of execution by the City. 2. ORDER OF PRECEDENCE. Any inconsistency in this Amendment and its Schedules and related documents shall be resolved by giving precedence in the following order: Amendments to the original contract; the Performance Contract terms and conditions; Assured Performance Guarantee Schedule; Planned Services Agreement Schedule; Project Development Agreement Schedule; the Request for Proposals; and the JCI Proposal. 3. MODIFICATIONS. Additions, deletions, and modifications to this Amendment and its Schedules may be made upon the mutual agreement of the parties, and, subject to the agreement of the Customer, such additions may include proposals from JCI for additional Project Development Agreement Schedules, Work, and Services. 4. NOTICES. All notices or communications related to this Amendment shall be in writing and shall be deemed served if and when sent by facsimile or mailed by certified or registered mail to JCI at the address listed on page 1 of this Performance Contract and to JCI, ATTN: Controller, SSNA, 507 East Michigan Street, Milwaukee, Wisconsin, 53202, and to Customer at the address listed on page 1 of this Performance Contract. Schedule 1 AMENDMENT SUMMARY This amendment will modify the original Performance Contract and propose a change order to the original contract to implement an additional scope of work and savings guarantee hereby called Phase #2 - Government Plaza Building. ˙ Proposed Change Order: > Scope of Work to include Mechanical System Upgrades, Roof Replacement, and Building Automation System Upgrades in the amount of $1,754,152 > Annual Measurable Savings in the amount of $123,604 The original Performance Contract, Page 4, Section 15 MODIFICATIONS states that “Additions, deletions, and modifications to this Agreement may be made upon the mutual agreement of the parties. The parties contemplate that such modifications may include but are not limited to the installation of additional energy conservation measures, facility improvement measures, and operational efficiency improvements or furnishing of additional services within the identified facilities, as well as other facilities owned or operated by the Customer. These modifications may take the form of additional phases of work or modifications to the original scope of Work or Services.” Upon acceptance of the proposed Amendment by the Customer, and only to the extent of such acceptance, the remaining terms and conditions of the Performance Contract dated 3/18/2004 and the incorporated Schedules shall apply. This Schedule is attached to and made a part of the Performance Contract between JCI and the Customer, dated March 18, 2004. CUSTOMER: JOHNSON CONTROLS, INC. Signature: Signature: Printed Name: Printed Name: Title: Title: Date: Date: Schedule 2 SCOPE OF WORK SCHEDULE 1. SUMMARY OF WORK: The following summarizes the Work to be provided by JCI under this Agreement, as further defined below:
On the following pages is a detailed description of the Scope of Work: Mechanical Systems Upgrades scope of work consists of: o Demolish and remove existing main building HVAC system- Four (4) roof mounted condensing units; two (2) DX coil banks and associated refrigerant piping. o Furnish and install two (2) new roof mounted air cooled chillers (nominal 220 tons each), three (3) new inline 15 HP chilled water pumps [two (2) primary and one (1) 50% standby)], and, two (2) new chilled water coil banks. o Modify existing 100 HP Joy fans for VFD control o Install new make-up water piping for the new chilled water system o Insulate new chilled water, make up water and condensate drain piping. o Modify and/or add to electrical service for the new HVAC equipment. Also includes tying the new HVAC system to the existing building fire alarm system o Install chemical water treatment equipment for the new chilled water system o Modify existing equipment supports for new Air-Cooled Chillers o Install new piping, equipment and pump supports as required o Cut and patch existing exterior walls for new chilled water piping penetrations as required o Furnish stamped drawings and specifications for permit and code reviews o Permits and review fees included Roof Replacement scope of work consists of: o Roof areas are: 2nd floor wings, 8th floor roof, and penthouse roof. o Remove and dispose of existing stone ballast, EDPM roofing and insulation board o Install new asphalt coated wood fiber in adhesive. o Install modified base sheet and cap in adhesive. o Install new perimeter pre-finished gravel guard at penthouse roof. o Fabricate and install new pitch pans. Install new lead flashings at all roof drains and plumbing vents. o Includes three (3) year warranty on workmanship. o Includes fifteen (15) year warranty on labor and material NDL warranty upon completion o JCI will require access on the McNeil side of street for crane and equipment. Caddo Commissioner parking and access area will have to be blocked off for crane, dumpsters, sky tract access for duration of the work. Building Management System Modifications scope of work consists of: o Install Network Automation Engine with User Interface via Internet Explorer o Install controllers and sensors for new chillers o Replace existing OA dampers and actuators o Install VFD’s for the two 100 HP Joy fans and three 15 HP chilled water pumps o Install new chilled water control valves o Integrate existing pneumatic controls as required
Customer Initials______________ Schedule 3 ANNUAL PERFORMANCE GUARANTEE SCHEDULE 1. DEFINITIONS. The following terms are defined for purposes of this Schedule as follows: Annual Guaranteed Savings are the portion of the Total Guaranteed Savings guaranteed to be achieved in any one year of the Guarantee Term, calculated and adjusted as set forth in this Schedule. Annual Savings are the Measurable Savings that occur in any one year of the Guarantee Term. Excess Savings are the amount by which the Annual Savings exceed the Annual Guaranteed Savings in any one year of the Guarantee Term. Guarantee Term is the term of this Assured Performance Guarantee. As outlined in paragraph 2 of this Agreement, the Guarantee Term shall coincide with the term of Services and shall be 180 months from the Substantial Completion Date, unless terminated earlier. Installation Period means the period between the Commencement Date and the first day of the month following the Substantial Completion Date. Measurable Savings are the savings achieved and calculated as set forth in paragraph 3, Reconciliation, of this Schedule. Total Guaranteed Savings are the amount of savings guaranteed to be achieved during the Guarantee Term, calculated and adjusted as set forth in this Schedule. Total Savings are the amount of savings actually achieved calculated and adjusted as set forth in this Schedule. Total Savings include all savings achieved during the Installation Period as well as Annual Savings during each year of the Guarantee Term. 2. GUARANTEE. JCI guarantees that the Customer will save $1,854,060 during the Guarantee, calculated and adjusted as set forth in this Schedule. If the Annual Savings in any year of the Guarantee Term are less than the Annual Guaranteed Savings for that year, JCI shall pay or credit the Customer with the difference, as described in paragraph 5 of this Schedule. Such payment or credit shall be the sole and exclusive remedy of the Customer for any failure by JCI to achieve guaranteed savings under this Performance Contract, including any alleged breach of any other express or implied warranty of savings. 3. RECONCILIATION. Within 60 days of the anniversary date of substantial completion, JCI will calculate the savings achieved during each year of the guarantee term and advise the Customer of the amount of such savings. The frequency and the methods of reconciliation to be used during the Guarantee Term have been approved by the Customer at the time that this Agreement was executed and are defined in the Exhibits attached to this Schedule. Except by mutual agreement of the parties, no changes to the frequency or methods of reconciliation may be made during the Guarantee Term; but, if a utility providing energy to the Customer modifies its method of billing during the Guarantee Term, or if the Customer changes its utility suppliers or method of purchasing, JCI may, at its option, adjust the reconciliation methods to methods appropriate to the utility's revised method of billing. 4. CHANGES IN USE. The Customer agrees to notify JCI, within five (5) business days, of any actual or intended change, whether before or during the Guarantee Term, in the use of any facility to which this Schedule applies, or of any other condition arising before or during the Guarantee Term, that reasonably could be expected to change the amount of energy used or capital expenditure incurred at any facility to which this Schedule applies. Such a change or condition would include, but is not limited to: changes in the primary use of any facility; changes to the hours of operation of any facility; changes or modifications to the Equipment or Services provided under this Performance Contract; failure of the premises to meet local building codes; changes in utility suppliers, method of utility billing, or method of utility purchasing; improper maintenance of the Equipment or of any related equipment other than by JCI; changes to the Equipment or to any facility required by changes to local building codes; or additions or deletions of energy-consuming equipment at any facility. Such a change or condition need not be identified in the Base Line or Benchmark in order to permit JCI to make an adjustment. Upon receipt of such notice, or if JCI independently learns of any such change or condition, JCI shall calculate and send to the Customer a notice of adjustment to the Base Line or Benchmark to reflect the impact of such change or condition, and the adjustment shall become effective as of the date that the change or condition first arose. Should the Customer fail to provide JCI with notice of any such change or condition, JCI may make reasonable estimates as to the impact of such change or condition and as to the date on which such change or condition first arose in calculating the impact of such change or condition, and such estimates shall be conclusive. 5. SAVINGS SHORTFALLS. If the Annual Savings during a specific year of the Guarantee Term are less than the Annual Guaranteed Savings for that year, JCI may apply the difference against any unpaid balances from the Customer then existing under the Performance Contract. Upon the mutual agreement of the parties, JCI may also provide additional products or services, in the value of the shortfall, at no additional cost to the Customer. Where shortfalls have occurred, JCI reserves the right, subject to the approval of the Customer, which shall not be unreasonably withheld, to implement additional operational improvements or conservation measures, at no cost to the Customer that will generate additional savings in future years of the Guarantee Term. The following Exhibits are attached and made part of this Schedule: ' Exhibit 1: Annual Savings Allocation ' Exhibit 2: Capital Cost Avoidance Allocation Customer Initials_____________________
Schedule 3 Exhibit 1 Annual Reconciliation and Savings Allocation- Phase #2
Schedule 3 Exhibit 2 Capital Cost Avoidance Allocation: ' Option C Utility Bill comparison Measurement and Verification methodology will be used for the purposes of this Amendment ' Baseline from Phase #1 will be used for purposes of the Measurement and Verification ' Phase #2 Energy Savings from Government Plaza will be limited to $65,509 and all savings above this amount will be attributed to Phase #1 Capital Cost Avoidance is the amortization of roof and HVAC equipment costs at Government Plaza Building allocated over the 15 year term. Annual Capital Cost Avoidance: $58,095 calculated as follows: Roof and Mechanical Equipment totaling $871,432/15 years: Two (2) new roof mounted air cooled chillers (nominal 220 tons each) Three (3) new inline 15 HP chilled water pumps (2 primary and 1 (50%) standby) Two (2) new chilled water coil banks Approximately 18,224 ft2 roof space for penthouse, 8th floor roof and 2nd floor wings with R Value 12 insulation. Turnkey installation will require removal of rock ballast and repairs to roof. At the time of installation, the HVAC units and roof were near or beyond their useful lives. Over the contract term of 15 years, the equipment would have been replaced using capital funds had it not been for the implementation of this project. By replacing this equipment within the PC agreement, these capital expenditures are avoided. On an annual basis, JCI will confirm that none of the capital equipment included in this project for which capital cost avoidance savings were claimed has been replaced by the customer during the contract term.
Schedule 4 PRICE AND PAYMENT TERMS SCHEDULE 1. The Customer shall make payments to JCI for Work performed, pursuant to this Schedule. 4 (a) The price to be paid by the Customer for the Work shall be $1,754,152.00 (One Million, Seven Hundred Fifty-Four Thousand, One Hundred, Fifty Two Dollars). Progress payments (including payment for materials delivered to JCI and work performed on and off-site) shall be made to JCI as follows: First payment due: $350,830.00 upon signing Second payment due: $210,498.00 on November 20, 2009 Third payment due: $175,415.00 on December 18, 2009 Fourth payment due: $350,830.00 on January 22, 2010 Fifty payment due: $438,540.00 on February 19, 2010 Final payment due: $228,039.00 on March 19, 2010 Final payment, constituting the entire unpaid balance for the Work, shall be made to JCI within 30 days after the Substantial Completion Date. Payments may be withheld on account of any breach of this Agreement by JCI and claims by third parties (including JCI subcontractors and material suppliers), but only to the extent that written notice has been provided to JCI and JCI has failed, within ten days of the date of receipt of such notice, to provide adequate security to protect Customer from any loss, cost, or expense related to such claims. Dated: , 2009. CUSTOMER: JOHNSON CONTROLS, INC. Signature: Signature: Printed Name: Printed Name: Title: Title: |
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