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Home My WebLink AboutAGMT - Cal-Air (Energy Services Agreement)r)- . 411 • • • ,piA.C.C:c' ,,...: -wie �v► t <<: =' L Pia.►r,.e( ENERGY SERVICES AGREEMENT BETWEEN CAL -AIR, INC., AND CITY OF SEAL BEACH This Energy Services Agreement ( "Agreement "), is made this 1 ^day of fi7#L*/ , 2001, by and between CAL -AIR, INC., a California Corporation having its local office at 12393 Slauson Avenue, Whittier, CA 90606 ( "CAL- AIR "), and City of Seal Beach, having its City Hall at 211 Eighth Street, Seal Beach, CA 90740 ( "Customer "). Section 1. The Project 1.1 CAL -AIR agrees to evaluate, engineer, procure, and install various energy efficiency measures (the "Project ") at the Customer's premises, as identified in Schedule A ( "Description of Premises "), in accordance with the project scope as described in Schedule B ( "Project Scope "). 1.2 CAL -AIR shall guarantee its performance of the Project Scope as described in Schedule D ( "Performance Guarantee "). During the Guarantee Term (as defined in Section 5 below) CAL - AIR shall perform the monitoring services described in Schedule E ( "Measurement and Verification Plan "). Section 2. Commencement Date and Construction Period 2.1 The effective date of this Agreement is the date this Agreement is executed by both CAL -AIR and the Customer ( "Effective Date "). CAL -AIR shall complete the Project within five (5) months after the Effective Date, subject to extension due to force majeure. 2.2 The Customer shall cooperate with CAL -AIR to achieve substantial completion of the Project. All work shall be scheduled between CAL -AIR and the Customer to minimize disruption to the Customer's operations and personnel, while working with the Customer to ensure the deadlines are achieved. Upon request by CAL -AIR, the Customer shall not unreasonably withhold execution of a Certificate of Substantial Completion and Acceptance ( "Certificate of Substantial Completion and Acceptance ") certifying that, except for "punch list" items, the Project is substantially completed, is in operating condition and has been accepted. Execution of a Certificate of Substantial Completion and Acceptance shall not be deemed a waiver of any warranty or guaranty, nor shall it excuse CAL -AIR from promptly completing the punch list items. The period from the Effective Date until the date of execution of the Certificate of Substantial Completion and Acceptance is hereinafter referred to as the "Construction Period." Section 3. CAL -AIR Compensation The Customer agrees to pay CAL -AIR for the goods and services to be provided hereunder the sum of $896,502, in accordance with the schedule described in Schedule C ( "Payment Schedule "). • City of Seal Beach 1 Cal -Air, Inc. • • • • Section 4. Term of Guarantee The term of the Performance Guarantee ( "Guarantee Term ") shall commence on the date ( "Commencement Date ") that CAL -AIR and the Customer execute the Certificate of Substantial Completion and Acceptance, and shall end twelve (12) years after the Commencement Date. Section 5. Actions by the Customer, Maintenance of Premises and Equipment 5.1 During the Guarantee Term the Customer shall cause all Project Scope components and existing heating, ventilating and air conditioning systems, lighting and electrical systems, HVAC and lighting controls shall be maintained to the equipment manufacturer's guidelines and in accordance with the industry standards; the Customer's obligations under this Section 5.1 shall be deemed fully satisfied during any period that the Customer contracts with CAL -AIR to perform such maintenance. If the Customer does not contract with CAL -AIR to perform all such maintenance, the Customer will provide CAL -AIR with accurate preventive maintenance and repair records for any work not performed by CAL -AIR within twenty (20) business days of receipt by Customer. 5.2 The Customer shall submit all utility data for the period from September 1, 2000, through the end of the Construction Period. This data shall to be submitted to CAL -AIR within ten (10) business days prior to executing the Certificate of Substantial Completion and Acceptance, or as soon thereafter as reasonably possible. During the Guarantee Term, the Customer shall forward copies of the actual utility bills to CAL -AIR within ten (10) business days of receipt. 5.3 The Customer shall notify CAL -AIR of any changes that affect the energy use during the Guarantee Term, including but not limited to additions, deletions, and/or changes to energy consuming equipment, operating schedules, normal use, or hours of operation, additions to the existing building structures, or new added facilities, within twenty (20) business days of occurrence. In addition, the Customer will provide CAL -AIR with such copies of purchasing records for energy consuming equipment and documentation of any other changes as may reasonably be requested by CAL -AIR. 5.4 During the Guarantee Term, if the Customer does not contract with CAL -AIR to perform all maintenance required under Section 5.1, and CAL -AIR determines that maintenance procedures are inadequate pursuant to the equipment manufacturer guidelines and industry standards or the equipment is not operating properly, CAL -AIR shall notify the Customer in writing. Section 6. Late Payment The Customer shall pay, or cause to be paid, all amounts due CAL -AIR for work hereunder within twenty (20) business days after receipt of CAL -AIR's (or assignee's) invoice, and shall pay interest from due date on any amount not paid within said time period at the rate of ten (10) percent per annum. • City of Seal Beach 2 Cal -Air, Inc. • • • • Section 7. Utility Rebate /Grants The utility rebate /grant disposition is detailed in Schedule F ( "Utility Rebate Disposition "). Section 8. Intentionally Omitted Section 9. Intentionally Omitted Section 10. Insurance 10.1 CAL -AIR shall provide and maintain throughout the Construction Period and the Guarantee Term worker's compensation, comprehensive general liability, contractual liability and comprehensive automobile liability insurance at the following minimum limits: 10.2 a) Workers' compensation and employer's liability insurance with a limit of $1,000,000 (or such higher limit as may be required by law). b) Commercial general liability insurance, all operations, including completed operations, contractual and broad form comprehensive endorsement with combined single limit of $1,000,000 each occurrence for bodily and/or personal injury, including death and property damage. This policy is to also include an Excess Liability Endorsement with combined single limit of $2,000,000 each occurrence for bodily and/or personal injury including death and property damage. c) Primary Comprehensive Automobile Public Liability Insurance (including owned, non -owned and hired automotive equipment), used in connection with CAL -AIR's operations, with a combined single limit for bodily injury or death and property damage of $1,000,000 per accident or occurrence. In the event any of the Project Scope hereunder is contracted to subcontractors by CAL -AIR, CAL -AIR shall require its subcontractors to carry and maintain the same insurance as specified above. The Customer shall be included as an additional named insured on all policies specified in this section with the exception of the Worker' Compensation policy(ies). The naming of the Customer as an additional named insured shall not obligate the Customer to pay any premium on the policy(ies). Such insurance shall be primary insurance and shall contain a severability of interest clause with respect to each insured. The "other insurance" clause of such policies shall be modified, if necessary, to specify that any separate insurance maintained in force by the Customer shall be considered excess insurance and shall not contribute with insurance extended by CAL -AIR's and/or subcontractor's insurer(s) under this requirement. CAL -AIR shall deliver to the Customer, a Certificate(s) of Insurance completed by CAL -AIR and its subcontractor's insurance carrier or agent certifying that minimum insurance coverage, as required above, is in effect and shall not be canceled or changed until at least twenty (20) business days after written notice is given to CAL -AIR and the Customer. CAL -AIR shall immediately • notify the Customer upon receipt of any cancellation notice. City of Seal Beach 3 Cal -Air, Inc. • • Not more frequently than each two (2) years, if, in the opinion of the Customer or the Customer's risk • manager or insurance broker, the foregoing amounts of insurance coverage at that time are not adequate, CAL -AIR shall increase the insurance coverage as reasonably required by the Customer or the Customer's risk manager or insurance broker. • Section 11. Environmental Requirement The Customer shall disclose all locations, if any, in the Customer's premises where asbestos, materials containing asbestos, pollutants, hazardous wastes, hazardous materials or other contaminants (collectively "Hazardous Materials ") are present, to the extent that the Customer's City Manager is aware of such presence. CAL -AIR shall not be responsible for identification of or any work relating to currently- existing Hazardous Materials on the Premises, or the storage, handling, use, transportation, treatment, disposal, discharge, leakage, detection, removal, containment or clearance testing thereof, except that if applicable laws do not require that such Hazardous Materials be removed, CAL -AIR shall not move, touch or otherwise disturb such Hazardous Materials, and shall comply with all reasonable instructions of the Customer regarding the Hazardous Materials. If applicable laws do require that such Hazardous Materials be removed, the Customer shall be solely responsible for disposing of the Hazardous Materials in accordance with all federal, state and local laws applicable thereto, unless otherwise agreed to in writing elsewhere, whether as part of this Agreement or otherwise. If CAL -AIR becomes aware of any additional Hazardous Materials that are not included in the Scope of Work, it shall immediately notify the Customer about the presence of Hazardous Materials. Section 12. Events of Default 12.1 Events of Default by the Customer Each of the following shall constitute an event of default by the Customer: a) Any failure by the Customer to pay CAL -AIR its compensation required in Section 4 of this Agreement for a period of more than twenty (20) business days after the date of the invoice thereof and after a ten (10) business day cure notice; b) Any representation or warranty furnished by the Customer in this Agreement which was false or misleading in any material respect when made; c) Failure by the Customer to perform its other obligations under this Agreement, if not cured within twenty (20) business days after written notice. City of Seal Beach 4 Cal -Air, Inc. • • • 12.2 Events of Default by CAL -AIR Each of the following events shall constitute an event of default by CAL -AIR: a) Any failure by CAL -AIR to credit or pay the Customer the amount required pursuant to Schedule D of this Agreement for a period of more than twenty (20) business days after the amount has been established; • • b) Failure to perform by CAL -AIR its responsibilities pursuant to this Agreement, if not cured within twenty (20) business days after written notice. c) Any representation or warranty furnished by CAL -AIR in this Agreement which was false or misleading in any material respect when made. Section 13. Remedies Upon Default 13.1 Remedies Upon Default by the Customer If an event of default by the Customer occurs, CAL - AIR may exercise all remedies available by law or at equity or other appropriate proceedings including bringing an action or actions from time to time for recovery of amounts due and unpaid by the Customer. The Customer agrees to pay all costs and expenses reasonably incurred by CAL -AIR to exercise its remedies (including reasonable attorney's fees). 13.2 Remedies Upon Default bv CAL -AIR If an event of default by CAL -AIR occurs, the Customer may exercise all remedies available by law or at equity or other appropriate proceedings, including an action for recovery of amounts due and unpaid by CAL -AIR, and/or for specific performance, and/or for damages. CAL -AIR agrees to pay all costs and expenses reasonably incurred by the Customer to exercise any of its remedies, including reasonable attorney's fees. . Section 14. Compliance with Law and Standard Practices CAL -AIR shall perform its obligations hereunder in a good and workmanlike manner, in compliance with any and all applicable federal, state, and local laws, rules, and regulations, in accordance with sound engineering and safety practices and in compliance with reasonable rules of the Customer (provided in writing to CAL -AIR) relative to the Premises. Section 15. Delegation bv CAL -AIR CAL -AIR shall have the right to retain or engage any person, firm or corporation to perform discrete portions but in no event more than 50% in value of its obligations hereunder, provided that CAL -AIR shall supervise and control the work performed by each such subcontractor. CAL -AIR shall remain primarily responsible for such performance and shall give notice of any such employment to the Customer prior to the commencement of any work by such person, firm or corporation. City of Seal Beach 5 Cal -Air, Inc. • • • • Section 16. Taxes CAL -AIR shall be responsible for and shall pay all applicable sales taxes related to the procurement and installation of the equipment as referenced in Schedule B herein. The Customer shall be responsible for and shall pay all applicable taxes related to operation of the Equipment, including, but not limited to, property taxes. Section 17. Usage of the Customer's Records CAL -AIR shall have free access to the Customer's existing construction documents, equipment submittals, operation and maintenance manuals, utility usage bills and records, other energy audits or studies and any other public utility records for periods of time as reasonably requested by CAL -AIR. CAL -AIR may reproduce any such records for its use in connection with the Project. CAL -AIR shall bear all reproduction costs associated with the reproduction of the Customer's records. Such records shall be used only in connection with the performance of CAL -AIR's obligations under this Agreement, and shall not be used for any other purpose without the prior written consent of the Customer. Section 18. Notices All notices to be given by either Party to the other shall be in writing and must be delivered or mailed by registered or certified mail, return receipt requested, or sent by a courier service which renders a receipt upon delivery addressed as set forth below or such other addresses as either Party may hereinafter designate by a Notice to the other. Notices are deemed delivered or given and become effective upon mailing if mailed as aforesaid and upon actual receipt if otherwise delivered. To CAL -AIR: To the Customer: CAL -AIR, INC. Attn.: Alan Butcher, Regional Vice President 12393 Slauson Ave. Whittier, CA 90606 City of Seal Beach Attn: John Bahorski, City Manager 211 Eighth Street Seal Beach, CA 90740 Section 19. Final Agreement This Agreement, together with the schedules, exhibits and any subsequent modification, shall constitute the full and final Agreement between the parties as to the subject matter hereof, shall supersede all prior agreements, communications and understandings regarding the subject matter hereof, and may not be amended or modified except by a writing evidencing said change or changes signed by the Parties. This Agreement shall be binding on and inure to the benefit of the successors and permitted assigns of the respective Parties. THIS AGREEMENT SHALL BECOME BINDING WHEN EXECUTED BY CAL -AIR AND THE • CUSTOMER. Any inconsistency in this Agreement shall be resolved by giving precedence in the City of Seal Beach 6 Cal -Air, Inc. • • •following order: (i) Amendments to this Agreement, in reverse chronological order; (ii) this Agreement; (iii) Schedules to this Agreement; (iv) Exhibits to this Agreement. • Section 20. Applicable Law This Agreement and the construction and enforceability thereof shall be interpreted under the laws of the State of California. Section 21. Performance and Payment Bond CAL -AIR shall provide to the Customer Performance and Payment Bonds, in form and substance reasonably acceptable to the Customer, for the Project. IN WITNESS WHEREOF, the Parties hereto subscribe their names to this instrument on the date first written above. WARNING: Contractors are required by law to be licensed and regulated by the Contractors' State License Board which has jurisdiction to investigate complaints against Contractors if a complaint is filed within three years of the date of the alleged violation. Any questions concerning a Contractor may be referred tot he Registrar, Contractors' State License Board, P. O. Box 26000, Sacramento, CA 95826. [California Business and Professions Code § 7030(a)] CITY OF SEAL BEACH ahorski, y Manager s/2o4/ Date City Attorney Approved As To Form. CAL -AIR, INC. Alan Butcher, Regional Vice President Date 20 id( • City of Seal Beach 7 Cal -Air, Inc. , • Schedules • • LIST OF SCHEDULES "A" Description of Premises "B" Project Scope "C" Payment Schedule "D" Performance Guarantees "E" Measurement & Verification Plan " F" Utility Rebate Disposition • • City of Seal Beach 8 Cal -Air, Inc. • • • SCHEDULE A DESCRIPTION OF PREMISES City Hall 211 Eighth Street Seal Beach, CA 90740 Police Station 911 Seal Beach Blvd. Seal Beach, CA 90740 Public Works Yard 1776 Adolfo Lopez Drive Seal Beach, CA 90740 Mary Wilson Library 707 Electric Avenue Seal Beach, CA 90740 North Seal Beach Community Center 3333 St. Cloud Drive Seal Beach, CA 90740 Marina Community Center 151 Marina Drive Seal Beach, CA 90740 lSt Beach Complex 13 First Street Seal Beach, CA 90740 • City of Seal Beach 9 Cal -Air, Inc. • • • SCHEDULE B PROJECT SCOPE 1.0 Engineering CAL -AIR shall provide the following engineering services as necessary to complete the work described in this Schedule B: • Energy Audit • Necessary Construction Drawings/Documents, including structural engineering • Project Submittals • Operation and Maintenance Manuals • Measurement and Verification (M &V) Submittals 2.0 Lighting Retrofit 2.1 General Lighting Scope of Work CAL -AIR shall provide retrofit work that will include all necessary labor, materials, equipment, fixture cleaning, transportation and storage for all locations identified in the detailed Lighting Scope of Work. The disposal shall include all materials, trash, fluorescent lamps, and ballasts. All of the fluorescent lamps and ballasts will be disposed of as per California EPA guidelines. All T -8 fluorescent lamps and electronic ballasts will be OSRAM/Sylvania. All fluorescent lamps will be "741" Series Lamps unless otherwise specified. Any and all reflectors will be white powder- coated by JK Manufacturer or equal. Prior to substituting a proposed equal for any specified item, CAL -AIR at its expense shall establish to the reasonable satisfaction of the Customer that the proposed substitute item is in fact equal or better in quality, performance and appearance than the specified item. The lighting retrofit work will be performed after normal business hours so as to minimize disruption to business activities. The total lighting project is detailed in the following Lighting Detail Summary Report. The detailed Lighting Scope of Work, listed on the following pages, is itemized by fixture, location, and existing condition along with the proposed retrofit description. Unless otherwise specified, the basis for the lighting retrofit selections is to achieve minimum IES standards, maintain current light levels and maximize energy savings. It is not the intent to redesign the system or provide revised lighting layouts unless specifically requested. • City of Seal Beach 10 Cal -Air, Inc. • • • • 2.2 Lighting Warranty Replacement In addition to the warranties described in Section 5.0 below, CAL -AIR at its cost shall provide the Customer with the following supply of lighting equipment for the Customer's use during the one -year warranty period: Quantity Description 175 FO32 T -8 Lam. s 25 FO17 T -8 Lam. s 1 F25 T -8 Lam. s 70 Electronic Ballasts 12 18 watt Com. act Fluorescents 4 13 watt Como act Fluorescence 1 26 watt Com. act Fluorescents 1 Globe Lam. 5 WA100 Wall Occu.anc Motion Sensors If the Customer elects to replace defective lighting components during the warranty period rather than having CAL -AIR perform the work, the Customer shall bear its own labor costs, and CAL -AIR's responsibility shall be limited to replenishing the used lighting warranty stock. • City of Seal Beach 11 Cal -Air, Inc. • • • 2.3 Detailed Lighting Scope of Work Ci 7 Hall • • City of Seal Beach 12 Cal -Air, Inc. PRE - RETROFIT POST- RETROFIT Area Description Fixture Qty. Description Fixture Qty. Description 2nd Floor Hall 11 75W Inc 11 18W Screw in 2nd Floor Hall 3 4L -F4OSS Wra. 3 2L -F032 New Wra. Fixture 2nd Floor Hall 2 2L -F4OSS Wra. 2 2L -F032 New Wra. Fixture Blue.rint 1 4L F4OSS Troffer 1 2L F032 STD w /refl - WA100 Co • 3 4L F4OSS Troffer 3 2L F032 STD w /refl - WA100 Health Ins.ector 1 4L F4OSS Troffer 1 2L F032 STD w /refl - WA100 Conference Room 2 4L F4OSS Troffer 2 2L F032 STD w /refl - WA100 Office 27 0 e 10 4L F4OSS Wra. 10 2L -F032 New Wra. Fixture 1st Office L 4 4L F4OSS Wra. 4 2L -F032 New Wra. Fix - WA100 Back O.en 17 4L F4OSS Wra. 17 2L -F032 New Wra. Fixture 2nd Office 6 4L F4OSS Wra. 6 2L -F032 New Wra. Fix - WA100 Back Hall 2 2L -F4OSS Wra. 2 2L -F032 New Wra. Fix - WA100 Kitchen 1 4L F4OSS Wra. 1 2L -F032 New Wra. Fix - WA100 Men's Restroom 2 1L F4OSS Wra. 2 1L F032 New Wra. Fixture Men's Restroom 1 2L -F4OSS Wra. 1 2L -F032 New Wra. Fix - WA100 Stora • e 1 75W Inc 1 18W Screw in Women's Restroom 1 1L F4OSS Wra. 1 1L F032 New Wra. Fixture 1 2L -F4OSS Wra. 1 2L -F032 New Wra. Fix - WA100 8 75W Globe Lams 8 CF20EL Globe Screw in File 3 2L F4OSS Wra. 3 2L -F032 New Wra. Fixture Joe Whitenber• 4 4L F4OSS Wra. 4 2L -F032 New Wra. Fix - WA100 Office 4 4L F4OSS Wra. 4 2L -F032 New Wra. Fix - WA100 Office 4 4L F4OSS Wra. 4 2L -F032 New Wra. Fix - WA100 Room 20 4 4L F4OSS Wra. 4 2L -F032 New Wra. Fixture Office 4 4L F4OSS Troffer 4 2L F032 STD w /refl - W500 Room 24 2 4L F4OSS Wra. 2 2L -F032 New Wra. Fixture Next Room 2 4L F4OSS Wra. 2 2L -F032 New Wra. Fixture Stora•e 1 75W Inc 1 18W Screw in Exterior Hall 5 150W Inc 5 Do Nothin: Storage 5 150W Inc 5 Do Nothin: Tower 1 2L F4OSS Wra. 1 2L -F032 New Wra. Fixture Stair 4 2L 75W Inc 4 2 — 18W CF Screw ins Tele.hone Room 3 135W Inc 3 Do Nothin: Exit 22 Fluorescent Ed:e Lit Exit Sins 22 Ed:elit LED Exit Sins Stair 1 75W Inc 1 18W Screw in Clock Room/Stora:e 6 75W Inc 6 18W Screw in To. 6 75W Inc 6 18W Screw in Roof Exterior 4 75W Inc 4 18W Screw in Stair 1 2L F4OSS Wra. 1 2L -F032 New Wra. Fixture Stair 1 2L F3OSS Wra. 1 2L -F032 New Wra. Fixture 1st Floor 4 2L F4OSS Wra. 4 2L -F032 New Wra. Fixture 1st Floor 2 75W Inc 2 18W Screw in Elevator 1 2L F4OSS 1 2L -F032 New Wra. Fixture • City of Seal Beach 12 Cal -Air, Inc. • City Hall Continued • 1 • WA100 = Wall Mounted Occupancy Sensor W500, W1000 and W2000 = Ceiling Mounted Occupancy Sensor TS200 = Timer Police Station PRE - RETROFIT POST - RETROFIT Area Description Fixture Qty. Description Fixture Qty. Description Water 17 4L F4OSS Troffer 17 2L F032 STD w /ref - W2000 Office 4 4L F4OSS Troffer 4 2L F032 STD w /refl - W500 Office 3 4L F4OSS Troffer 3 2L F032 STD w /refl - WA100 Stora_e 1 4L F96T12SS Stri. 1 2L -F032 New Wra. Fixture Co.ier 6 4L F4OSS Troffer 6 2L F032 STD w /refl - WA100 Men's RR 18 4L F4OSS Troffer 18 2L F032 STD Ballast w /reflector Conference Room 10 4L F4OSS Troffer 10 2L F032 STD w /refl - WA100 Ci Mana • er /Office 6 4L F4OSS Troffer 6 2L F032 STD w /refl - W1000 Office 3 4L F4OSS Troffer 3 2L F032 STD w /refl - WA100 Office 4 4L F4OSS Troffer 4 2L F032 STD w /refl - WA100 Ci Clerk 4 4L F4OSS Troffer 4 2L F032 STD w /refl - WA100 4 4L F4OSS Troffer 4 2L F032 STD w /refl - WA100 4 4L F4OSS Troffer 4 2L F032 STD w /refl - WA100 Stora:e 1 75W Inc 1 18W Screw in Elevator 1 75W Inc 1 18W Screw in Stora:e 1 75W Inc 1 18W Screw in Council Chambers 6 75W Inc 6 18W Screw in Council Chambers 34 150W Floods Inc 34 Do Nothin: Men's Restroom 4 Circuline 4 2L - 13W CF New Drum Fixture Women's Restroom 6 Circuline 6 2L - 13W CF New Drum Fixture Stora:e 2 3 -90W Par Ca. Flood 2 3 -18W Screw in — TS200 Chandelier 8 90W Par Ca. Flood 8 Do Nothin: Wall Fixture 9 90W Par Ca. Flood 9 Do Nothin: Wall 1 90W Par Ca. Flood 1 Do Nothin: Ground Li •ht 2 90W Par Ca. Flood 2 Do Nothin: Ground Li ht 4 100W Inc 4 18W Screw in Electrical 1 100W Inc 1 18W Screw in Cou and 2 70W HPS 2 Do Nothin: Wall Pack 1 150W Metal Halide 1 Do Nothin: WA100 = Wall Mounted Occupancy Sensor W500, W1000 and W2000 = Ceiling Mounted Occupancy Sensor TS200 = Timer Police Station • City of Seal Beach 13 Cal -Air, Inc. PRE - RETROFIT POST - RETROFIT Area Description Fixture Qty. Description Fixture Qty. Description Cano• 7 2L FB40 SS 7 2L F017/841 STD Ballast w /reflector Wall Wash 3 150W Inc 3 18W CF Screw in Wall Packs 11 250W HPS 11 Do Nothin: Exit Si•ns 11 2 -13W CF 11 New LED Exit Si:n Lobb 26 2L FB40 SS 26 2L F017/841 STD Ballast w /reflector Men's RR 1 2L F4OSS Stri. 1 2L F032 LP Ballast - WA100 • City of Seal Beach 13 Cal -Air, Inc. • • 1 • • City of Seal Beach 14 Cal -Air, Inc. PRE - RETROFIT POST - RETROFIT Area Description Fixture Qty. Description Fixture Qty. Description Men's RR 1 2L F4OSS Wra. 1 2L F032 LP Ballast Women's RR 1 2L F4OSS Stri. 1 2L F032 LP Ballast - WA100 Women's RR 1 2L F4OSS Wra. 1 2L F032 LP Ballast 4 2L F4OSS Troffer 4 2L F032 LP Ballast Hall 18 2L F4OSS Troffer 18 2L F032 LP Ballast Chief of Police Lobb 9 2L FB40 SS 9 2L F017/841 STD w /refl - WA100 Chief Of Police 12 2L FB40 SS 12 2L F017/841 STD w /refl - WA100 Chief Of Police 1 2L F4OSS Troffer 1 2L F032 LP Ballast Restroom 1 2L F4OSS Wra. 1 2L F032 LP Ballast Restroom 1 100W Inc 1 18W CF Screw in Closet 1 2L FB40 SS 1 2L FO17/841 STD Ballast w /reflector Conference Room 12 2L FB40 SS 12 2L F017/841 STD w /ref - W500 Watch Commander 4 4L F4OSS Troffer 4 2L F032 Std Ballast w /reflector Closet 1 2 -75W Inc 1 New Drum Fixture 2 -13W Administrative 20 4L F4OSS Troffer 20 2L F032 Std Ballast w /reflector Press Room 2 4L F4OSS Troffer 2 2L F032 Std Ballast w /reflector Hall 1 2L FB40 SS 1 2L F017/841 STD Ballast w /reflector File Room 6 4L F4OSS Troffer 6 2L F032 Std Ballast w /reflector Records Su•ervisor 3 4L F4OSS Troffer 3 2L F032 Std w /refl - WA100 Crime Prevention 4 4L F4OSS Troffer 4 2L F032 Std w /refl - WA100 Libra 3 4L F4OSS Troffer 3 2L F032 Std w /refl - WA100 Office 3 4L F4OSS Troffer 3 2L F032 Std Ballast w /ref - W500 Com.uter 1 4L F4OSS Troffer 1 2L F032 Std Ballast w /reflector Office 2 4L F4OSS Troffer 2 2L F032 Std Ballast w /reflector Trainin_ 6 4L F4OSS Troffer 6 2L F032 Std Ballast w /reflector Trainin 12 2L F4OSS Troffer 12 2L F032 LP Ballast - WA100 Trainin 4 100W Inc Dimmable 4 18W CF Screw in Dimmable Resorts 6 4L F4OSS Troffer 6 2L F032 Std w /refl - WA100 Office 2 4L F4OSS Troffer 2 2L F032 Std w /refl - WA100 Traffic 9 2L FB40 SS 9 2L F017/841 STD w /refl - WA100 Men's RR 2 2L F4OSS Wra. 2 2L F032 LP Ballast - WA100 Men's RR 2 2L F3OSS Stri. 2 2L F032 LP Ballast Women's RR 2 2L F4OSS Wra. 2 2L F032 LP Ballast - WA100 Women's RR 1 2L F4OSS Stri. 1 2L F032 LP Ballast Janitor 1 2L F4OSS Wra. 1 2L F032 LP Ballast Elevator 2 1L F4OSS Stri. 2 2L F032 LP Ballast CSI Darkroom 2 2L F4OSS Troffer 2 2L F032 LP Ballast Breakroom 5 2L F4OSS Troffer 5 2L F032 LP Ballast - W1000 Communications 20 3L F032 Electronic Ball Troffer 20 2L F032 w /reflector Communications 23 50W Par Ca. Floods 23 Do Nothin: Entrance Comm 1 4L F4OSS Troffer 1 2L F032 Std Ballast w /reflector Stairwell 4 2L F4OSS Wra. 4 2L F032 LP Ballast West COM 4 2L F4OSS Troffer 4 2L F032 LP Ballast - WA100 • City of Seal Beach 14 Cal -Air, Inc. 1 • ontinued • • • City of Seal Beach 15 Cal -Air, Inc. PRE - RETROFIT POST- RETROFIT Area Description Fixture Qty. Description Fixture Qty. Description Rita's Office 6 2L F4OSS Troffer 6 2L F032 LP Ballast - WA100 Detective Hall 1 2L F4OSS Troffer 1 2L F032 LP Ballast Detective 0 • en 21 4L F4OSS Troffer 21 2L F032 Std Ballast w /reflector Vice/Narcotics 1 4L F4OSS Troffer 1 2L F032 Std Ballast w /reflector Bureau 4 2L F4OSS Troffer 4 2L F032 LP Ballast - WA100 Hall 2 2L FB40 SS 2 2L F017/841 STD Ballast w /reflector Private 2 2L F4OSS Troffer 2 2L F032 LP Ballast Ca•tain Kin: 4 2L F4OSS Troffer 4 2L F032 LP Ballast - WA100 S:t. Mullins 4 2L F4OSS Troffer 4 2L F032 LP Ballast - WA100 • . erations 4 2L F4OSS Troffer 4 2L F032 LP Ballast - WA100 Interview 1 2L F4OSS Troffer 1 2L F032 LP Ballast Stora e 1 100W Inc 1 18W CF Screw in Interview 1 2L F4OSS Troffer 1 2L F032 LP Ballast Stairwell 3 2L F4OSS Wra • 3 2L F032 LP Ballast Storage Lower 6 4L F4OSS Troffer 6 2L F032 Std Ballast w /reflector Stora e 1 2L F4OSS Wra. 1 2L F032 LP Ballast Hall 5 2L F4OSS Wra. 5 2L F032 LP Ballast Wash Room 1 2L F4OSS Troffer 1 2L F032 LP Ballast Lobb 4 2L F4OSS Wra • 4 2L F032 LP Ballast Men's Lockeroom 4 2L F4OSS Wra. 4 2L F032 LP Ballast Men's Lockeroom 12 2L F4OSS Troffer 12 2L F032 LP Ballast - W2000 Restroom 2 2L F4OSS Wra • 2 2L F032 LP Ballast Restroom 2 2L F3OSS Stri. 2 2L F032 LP Ballast Shower 1 100W Inc 1 18W CF Screw in Wei ht Room 1 2L F4OSS Wra. 1 2L F032 LP Ballast Wei • ht Room 9 4L F4OSS Troffer 9 2L F032 Std w /refl - WA100 Women's Lockeroom 5 4L F4OSS Troffer 5 2L F032 Std Ballast w /reflector Women's RR 2 2L F4OSS Wra. 2 2L F032 LP Ballast Women's RR 2 2L F3OSS Stri • 2 2L F025 STD Ballast Shower 1 100W Inc 1 18W CF Screw in Entrance Wei:htroom 1 2L F4OSS Wrap 1 2L F032 LP Ballast Back Hall 4 2L F4OSS Troffer 4 2L F032 LP Ballast Armo 1 2L F4OSS Troffer 1 2L F032 LP Ballast Storage 2 2L F4OSS Wra. 2 2L F032 LP Ballast Stairwell 2 2L F4OSS Wra. 2 2L F032 LP Ballast Elevator 1 2L F4OSS Stri. 1 2L F032 LP Ballast Visitor 2 150W Inc 2 Do Nothin: Generator 2 2L F4OSS Stri. 2 2L F032 LP Ballast Bookin Hall 7 2L F4OSS Wra. 7 2L F032 LP Ballast Vendin. 1 2L F4OSS Wra. 1 2L F032 LP Ballast Television 1 2L F4OSS Wra. 1 2L F032 LP Ballast Hall 16 150W Inc 16 Do Nothin: Cell 1 2 2L F4OSS Wra. 2 2L F032 LP Ballast Cell 1 2 150W Inc 2 Do Nothin: • City of Seal Beach 15 Cal -Air, Inc. • • • . PRE- RETROFIT POST - RETROFIT Area Description Fixture Qty. Description Fixture Qty. Description Dorm 1 2 2L F4OSS Wra. 2 2L F032 LP Ballast Dorm 1 2 150W Inc 2 Do Nothin: Shower 5 150W Inc 5 Do Nothin_ Shower 1 2L F4OSS Wra. 1 2L F032 LP Ballast Kitchen 2 2L F4OSS Wra. 2 2L F032 LP Ballast Stora_e 1 150W Inc 1 Do Nothin: Cell 3 & 4 4 150W Inc 4 Do Nothin: Cell 3 & 4 2 2L F4OSS Wra. 2 2L F032 LP Ballast Medical 3 2L F4OSS Wra. 3 2L F032 LP Ballast Jail Exit 3 2 -13W CF 3 New LED Exit Sian Holdin: 2 2L F4OSS Wra. 2 2L F032 LP Ballast Shower 1 2L F4OSS Wra. 1 2L F032 LP Ballast Lock Down 2 150W Inc 2 Do Nothin: Gara•e 4 2L F4OSS Wra. 4 2L F032 LP Ballast Pro.e Office 13 2L F4OSS Stri. 13 2L F032 LP Ballast Pro.er Office 1 150W Inc 1 Do Nothin: WA100 = Wall Mounted Occupancy Sensor. W500, W1000 and W2000 = Ceiling Mounted Occupancy Sensor. Public Works • City of Seal Beach 16 Cal -Air, Inc. PRE - RETROFIT POST - RETROFIT Area Description Fixture Qty. Description Fixture Qty. Description Exterior 10 250W HPS 10 Do Nothin• Hall 8 2L F4OSS Wra. 8 2L F032 LP Ballast Hall 1 4L F40SS Troffer 1 2L F032 STD w /refl - W1000 Ban • uet Hall 21 2L F40SS Troffer 21 2L F032 LP Ballast Water Heater 1 100W Inc 1 18W CF Screw in Bob Ea le Office 2 4L F4OSS Troffer 2 2L F032 STD w /refl - WA100 Men's Restroom 2 2L F4OSS Wra. 2 2L F032 LP Ballast - WA100 Men's Restroom 6 2L F4OSS Troffer 6 2L F032 LP Ballast - W500 Shower 1 13W CF 1 Do Nothin: 1st Office 2 4L F4OSS Troffer 2 2L F032 STD w /refl - WA100 Maestro 2 4L F4OSS Troffer 2 2L F032 STD w /refl - WA100 Women's Restroom 1 2L F4OSS Wra. 1 2L F032 LP Ballast Women's Restroom 1 2L F4OSS Troffer 1 2L F032 LP Ballast - WA100 Stockett Office 2 4L F4OSS Troffer 2 2L F032 STD w /refl - WA100 Locked 5 4L F4OSS Wra. 5 2L F032 STD w /refl - WA100 Branlett Office 3 2L F4OSS Troffer 3 2L F032 LP Ballast - WA100 Locked 2 2L F4OSS Wra. 2 2L F032 LP Ballast Water 5 2L — F96T12SS Stri. 5 4L FO32 New Stri. Fixture Work Bench 2 2L F4OSS 2 2L F032 LP Ballast Gara • e 6 2L — F96T12SS Stri. 6 4L FO32 New Stri. Fixture • City of Seal Beach 16 Cal -Air, Inc. • 1 •Public Works Continued • WA100 = Wall Mounted Occupancy Sensor. W500 and W1000 = ei mg Mounte • . • ccupancy ensor. PRE - RETROFIT POST - RETROFIT Area Description Fixture Qty. Description Fixture Qty. Description Sewa:e Division 4 2L — F96T12SS Stri. 4 4L F032 New Stri. Fix - WA100 Electrical 6 2L — F96T12SS Stri. 6 4L F032 New Stri. Fix - WA100 Ca • en. 8 2L — F96T12SS Stri. 8 4L FO32 New Stri. Fix - WA100 Construction Division 4 2L — F96T12SS Strip 4 4L F032 New Strip Fix - WA100 Mechanic 27 2L — F96T12SS Stri. 27 4L F032 New Stri. Fixture U.stairs 1 2L F4OSS 1 2L F032 LP Ballast Office 10 2L F4OSS 10 2L F032-LP Ballast - WA100 Parkin Lot 1 500W •uartz 1 Do Nothin: Exterior 20 250W HPS 20 Do Nothin: Storeroom 6 2L — F96T12SS Stri. 6 4L F032 New Stri. Fix - WA100 Landsca.ed Locked 12 2L — F96T12SS Stri. 12 4L F032 New Stri. Fix - WA100 Paint 8 2L — F96T12SS Stri. 8 4L FO32 New Stri. Fix - WA100 Paint 2 100W Inc 2 18W CF Screw in Street Division 6 2L — F96T12SS Stri. 6 4L F032 New Stri. Fix - WA100 Safe — Saint 6 2L — F96T12SS Stri. 6 4L F032 New Stri. Fix - WA100 Parkin Lot 5 250W HPS 5 Do Nothin: WA100 = Wall Mounted Occupancy Sensor. W500 and W1000 = ei mg Mounte • . • ccupancy ensor. • City of Seal Beach 17 Cal -Air, Inc. PRE - RETROFIT POST - RETROFIT Area Description Fixture Qty. Description Fixture Qty. Description Parkin• Lot 1 150W HPS 1 Do Nothin• Entrance Cano. 6 75W Par Ca 6 26W Reflector Flood Entrance Cano. 4 150W Inc 4 CF26W Screw In Entrance Cano. 2 2L F4OSS 2 2L F032 LP Ballast Entrance Cano. 6 2L F4OSS 6 2L F032 LP Ballast Entrance Cano• 2 100W Inc 2 CF26W Screw In Men's RR 2 2L F4OSS 2 2L F032 LP Ballast - WA100 Men's RR 1 75W Par Ca • 1 26W Reflector Flood Men's RR 1 2L F4OSS 1 2L F032 LP Ballast Women's RR 1 2L F4OSS 1 2L F032 LP Ballast - WA100 Women's RR 1 75W Par Ca. 1 26W Reflector Flood Women's RR 2 2L F4OSS 2 2L F032 LP Ballast Book Sho• Hall 2 100W Inc 2 CF26W Screw In Friends Room 4 2L F4OSS 4 2L F032 LP Ballast Conference Chandelier 4 CF26W Screw in 4 Do Nothing Conference Chandelier 4 75 W Inc 4 CF26W Screw In Conference Chandelier 3 100W Inc 3 CF26W Screw In Stora:e 1 2L F4OSS 1 21, F032 LP Ballast • City of Seal Beach 17 Cal -Air, Inc. • Mar Wilson Libra • • Continued • WA = Wall Mounted Occupancy Sensor, W500 and W2000 = Ceiling Mounted Occupancy Sensor North Seal Beach Community Center PRE - RETROFIT POST - RETROFIT Area Description Fixture Qty. Description Fixture Qty. Description Storage 3 100W Inc 3 CF26W Screw In Kitchen 4 2L F4OSS 4 2L F032 LP Ballast - WA100 Patio 2 50W HPS 2 Do Nothin Ground Li ht 3 150W Par Ca. 3 Do Nothin: Custodian 2 2L F4OSS 2 2L F032 LP Ballast Libra 12 3L F4OSS 12 2L F032 Std Ballast w/ reflector Libra 3 150W Par Ca. 3 Do Nothin: Wall Wash 2 75 W Inc 2 CF26W Screw In Libra 10 2L F4OSS 10 2L F032 LP Ballast Libra 74 3L F4OSS 74 2L F032 Std Ballast w/ reflector Libra 3 2L FB40 SS 3 2L F017/841 w /reflector Side Li:hts 5 3L F4OSS 5 2L F032 Std Ballast w/ reflector Chandelier Libra 6 CF26W Screw in 6 Do Nothin: Chandelier Libra 6 23W Genera Lam. 6 Do Nothin: Office 4 2L F4OSS 4 2L F032 LP Ballast - WA100 Back O •en 11 3L F4OSS 11 2L F032 Std w/ reflector - W2000 Cans 2 100W Inc 2 CF26W Screw In Closet 1 150W Par Ca. 1 CF26W Screw In Lunch Room 4 3L F4OSS 4 2L F032 Std w/ reflector - W500 Restroom 1 2L F4OSS 1 2L F032 LP Ballast - WA100 Book Dro. 1 100W Inc 1 CF26W Screw In Ground Li ' ht 2 150W Par Ca. 2 Do Nothin. WA = Wall Mounted Occupancy Sensor, W500 and W2000 = Ceiling Mounted Occupancy Sensor North Seal Beach Community Center • City of Seal Beach 18 Cal -Air, Inc. PRE - RETROFIT POST - RETROFIT Area Description Fixture Qty. Description Fixture Qty. Description Entrance 6 75W Inc 6 18W CF Screw in Exit Signs 4 2 -25W Inc 4 New Universal Plastic LED Open 33 4L F4OSS Wrap 33 New 1x4 Wrap T8 -EB Office 2 4L F4OSS Wrap 2 New 1x4 Wrap T8 -EB Office 1 120W Spot Inc 1 26W CF Screw in W /ref Kitchen 4 4L F40 SS Troffer 4 2 Lamp F32841 Std Eb W/Wt ref Open 2 2L F72SST12 2 4 Lamp F25 W /Conv. Kit LPEB Open 4 75W Inc 4 18W CF Screw in Storage 2 135W Inc 2 26W CF Screw in W /ref Storage 2 135W Inc 2 26W CF Screw in W /ref Restroom Hall 2 2L F4OSS 2 2 Lamp F32841 LPEB Women's Restroom 2 2L F4OSS 2 2 Lamp F32841 LPEB • City of Seal Beach 18 Cal -Air, Inc. : • ach Commune Center ontinue • • • • v. ,, . .. PRE - RETROFIT POST - RETROFIT Area Description Fixture Qty. Description Fixture Qty. Description Men's Restroom 2 2L F4OSS 2 2 Lamp F32841 LPEB Open 8 100W Flood Inc 8 26W CF Screw in W /ref Cans 10 100W HPS 10 Do Nothing Wallpacks 11 100W HPS 11 Do Nothing 0 e Ground light 1 100W HPS 1 Do Nothing Stora e Wallpacks 1 100W HPS 1 Do Nothing • • • • v. ,, . .. PRE - RETROFIT POST - RETROFIT Area Description Fixture Qty. Description Fixture Qty. Description Basketball Courts 20 150W Metal Halide 20 Do Nothin. Can 14 90W Par Ca. Flood 14 Weathe •roof 18W SI Wall Pack 10 70W HPS 10 Do Nothin: Stora e 3 100W Inc 3 CF18W Screw in 0 e 54 2L F4OSS Wra. 54 2L F032 LP Ballast Stora e 4 3L 75W In 4 39W CF New Drum Fixture Stora e 4 3L 75W Inc 4 39W CF New Drum Fixture Kitchen 6 4L F4OSS Wra. 6 2L F032 New Wra. Fixture Anthon 4 2L F4OSS 4 2L F032 LP Ballast Stora • e 2 2L F4OSS Wra. 2 2L F032 LP Ballast Restroom 0 • en 6 4L F4OSS Wra. 6 2L F032 New Wra • Fixture Men's Restroom 3 2L F4OSS Wra • 3 2L F032 LP Ballast - WA100 Women's Restroom 3 2L F4OSS Wra. 3 2L F032 LP Ballast - WA100 Classroom 13 2L F4OSS Wra. 13 2L F032 LP Ballast Stora:e 1 2L F4OSS Wra. 1 2L F032 LP Ballast Marina Park 2 400W Metal Halide 2 Do Nothin• Rac. uetball ' 3 150W Metal Halide 3 Do Nothin: WA100 = Wall Mounted Occupancy Sensor 1st Beach Complex • City of Seal Beach 19 Cal -Air, Inc. PRE - RETROFIT POST - RETROFIT Area Description Fixture Qty. Description Fixture Qty. Description Garage 16 2L - F96T12SS Strip 16 4L F032 New Strip Fixture Shop 1 2L - F96T12SS Strip 1 4L F032 New Strip Fix - WA100 Women's Restroom 1 2L - F96T12SS Strip 1 4L F032 New Strip Fix - WA100 • City of Seal Beach 19 Cal -Air, Inc. • • 1 1 WA100 = Wall Mounted Occupancy Sensor 2.4 Lighting Exclusions With the assistance of the Customer's personnel, CAL -AIR has conducted a thorough audit of the facilities. The following exclusions have not been included in the above scope of work. Should they arise, a fair and equitable solution will be assessed between, CAL -AIR and the Customer. • Asbestos identification, testing, abatement, and removal. • Repair of existing electrical systems found in disrepair and/or a non -code compliant condition. • Any replacement of an existing fixture and/or part of that fixture caused by a defect or failure in the craftsmanship found during retrofit. • Overtime labor incurred because the Customer requires that work be done at a time other than CAL - AIR's regular hours for this type of work (which regular hours are generally in the evening and at night so as not to conflict with the Customer's operations) • Any and all items not specified in this scope of work or the lighting detail report. 3.0 HVAC 3.1 General Scope of Work CAL -AIR shall provide HVAC retrofit services as listed herein. CAL -AIR and the Customer shall work towards, and agree upon, construction logistics and scheduling in an effort to minimize interference with normal business activities at each facility. Should there be major scheduling alterations, compared to those anticipated and for which was planned by CAL -AIR, any additional costs will be negotiated in good faith. All equipment will be as listed or equal to. Prior to substituting a proposed equal for any specified item, CAL -AIR at its expense shall establish to the reasonable satisfaction of the Customer that the proposed substitute item is in fact equal or better in quality, performance and appearance than the specified item. • City of Seal Beach 20 Cal -Air, Inc. PRE - RETROFIT POST - RETROFIT Area Description Fixture Qty. Description Fixture Qty. Description Women's Restroom 1 4L F4OSS Wrap 1 2L F032 New Wrap Fixture Office 2 4L F4OSS Wrap 2 2L F032 New Wrap Fix - WA100 Wall Mount 2 70W HPS 2 Do Nothing Lockeroom 1 F40 Strip 1 1L F032 STD Ballast Men's Restroom 1 90 W Par Inc 1 18W CF Screw in Men's Restroom 1 2L F4OSS Wrap 1 2L F032 New Wrap Fixture Women's Restroom 1 2L F4OSS Wrap 1 2L F032 New Wrap Fixture WA100 = Wall Mounted Occupancy Sensor 2.4 Lighting Exclusions With the assistance of the Customer's personnel, CAL -AIR has conducted a thorough audit of the facilities. The following exclusions have not been included in the above scope of work. Should they arise, a fair and equitable solution will be assessed between, CAL -AIR and the Customer. • Asbestos identification, testing, abatement, and removal. • Repair of existing electrical systems found in disrepair and/or a non -code compliant condition. • Any replacement of an existing fixture and/or part of that fixture caused by a defect or failure in the craftsmanship found during retrofit. • Overtime labor incurred because the Customer requires that work be done at a time other than CAL - AIR's regular hours for this type of work (which regular hours are generally in the evening and at night so as not to conflict with the Customer's operations) • Any and all items not specified in this scope of work or the lighting detail report. 3.0 HVAC 3.1 General Scope of Work CAL -AIR shall provide HVAC retrofit services as listed herein. CAL -AIR and the Customer shall work towards, and agree upon, construction logistics and scheduling in an effort to minimize interference with normal business activities at each facility. Should there be major scheduling alterations, compared to those anticipated and for which was planned by CAL -AIR, any additional costs will be negotiated in good faith. All equipment will be as listed or equal to. Prior to substituting a proposed equal for any specified item, CAL -AIR at its expense shall establish to the reasonable satisfaction of the Customer that the proposed substitute item is in fact equal or better in quality, performance and appearance than the specified item. • City of Seal Beach 20 Cal -Air, Inc. • • • • 3.2 Engineering: Cal -Air will furnish mechanical engineering and structural calculations produced by an independent structural engineer certifying the seismic hold down ties, bolts and anchors required to meet building codes. 3.3 Demolition: Cal -Air will furnish all labor, materials and rigging required to remove the old equipment, piping, electrical and pipe insulation, that is to be replaced with the new equipment. Cal -Air will dispose of all removed equipment, materials and associated chemicals as per the EPA guide lines. 3.4 Equipment: The equipment listed in the Mechanical Scope will be installed as per specifications or as equal. Units are at the highest Seasonal Energy Efficiency Rating (SEER) level available and shall be equipped with economizers, power exhaust, copper fins and copper coils (Heriste coated coils for 25 ton unit at City Hall). 3.5 Smoke Detectors: Smoke detectors will be installed in the ductwork for newly installed HVAC units, as building code dictates. 3.6 Miscellaneous: Labor and Materials incidental to the installation of the equipment shall be incorporated, as necessary at not additional cost to the Customer. These items include but are not limited to sheetmetal transitions, ductwork modifications, supply and return grilles (Marina Community Center), condensate and gas piping disconnect/reconnect, new condensate and gas piping runs (Marina Community Center), ceiling repairs, disconnecting from and reconnecting to utilities and roof curbs. 3.7 Asbestos: As described in Section 11 of the Agreement. 3.8 Rigging: Cal -Air will provide all rigging and handling to remove existing equipment and install the new equipment. The rigging will require trucks, dumpsters, forklifts, cranes and helicopters. The Customer shall provide reasonably safe access to the buildings and provide reasonable for facility occupants' safety during the rigging and equipment handling process. 3.9 Ping• The new piping to be installed will be type K copper for all water lines. The new pipe and equipment insulation will be fiberglass and or closed cell synthetic rubber. 3.10 Electrical: The existing electrical wiring will be reconnected to the new equipment using the existing wire, conduit and circuit breakers. If the existing wire, conduit or circuit breakers are of an improper size for the new equipment to be installed, Cal -Air shall notify the Customer in writing of the additional cost to remedy City of Seal Beach 21 Cal -Air, Inc. • 1 • the problem; the Customer may elect either to cause the work to be performed by the Customer or another contractor, or to have Cal -Air perform the work. 3.11 Codes: All work by Cal -Air will comply with the Uniform Building Code (UBC), the Uniform Plumbing Code (UPC), the Uniform Mechanical Code and the National Electrical Code (NEC) unless otherwise required by applicable law. 3.12 Detailed HVAC Scope of Work CITY HALL • The replacement of two (2) existing gas - electric rooftop HVAC units with two (2) new gas - electric HVAC units. The replacement of one (1) existing window A/C unit with a new window A/C unit. The replacement of one (1) existing duct furnace with one (1) new duct furnace. Existing Description Proposed Description Manufacturer / Description Qty. Rating Type Manufacturer / Description Qty. Rating Type Carrier Multizone 1 25 Tons MZ Carrier Multizone 48MA028 -5 1 25 Tons MZ Carrier Split System 1 12.5 Tons SS Carrier Split System 38AKS014 -5 1 12.5 Tons SS Carrier Window Unit 1 1 Ton WU Carrier Window Unit XCB123D 1 1 Ton WU Reznor Duct Furnace 1 175,000 Btu DF Reznor Duct Furnace HX175A Fan Coil Unit 4ORM014 -5 1 175,000 Btu DF MZ = Multizone HVAC Unit SS = Split System WU = A/C Wall Unit DF = Duct Furnace Also included is the repair of collapsed ductwork in the rear section of City Hall. • City of Seal Beach 22 Cal -Air, Inc. • POLICE STATION • • The replacement of fourteen (14) existing gas- electric rooftop single zone HVAC units with fourteen (14) new gas - electric single zone HVAC units. Existing Description Proposed Description Manufacturer / Description Qty. Rating Type Manufacturer / Description Qty. Rating Type Carrier Single Zone Package Unit 3 2 Tons SZ Carrier Single Zone Package Unit 48GX024 -3 3 2 Tons SZ Carrier Single Zone Package Unit 4 3 Tons SZ Carrier Single Zone Package Unit 48HJD004 -5 4 3 Tons SZ Carrier Single Zone Package Unit 3 4 Tons SZ Carrier Single Zone Package Unit 48HJD005 -5 3 4 Tons SZ Carrier Single Zone Package Unit 4 5 Tons SZ Carrier Single Zone Package Unit 48HJD006 -5 4 5 Tons SZ • SZ = Single Zone Rooftop HVAC Unit MARY WILSON LIBRARY • The replacement of three (3) existing gas - electric rooftop HVAC units with three (3) new gas - electric HVAC units. Existing Description Proposed Description Manufacturer / Description Qty. Rating Type Manufacturer / Description Qty. Rating Type Carrier Single Package Unit 3 15 Tons MZ Carrier Single Zone Package Unit 48HJD017 -5 3 15 Tons MZ MZ = Multizone Rooftop HVAC Unit • City of Seal Beach 23 Cal -Air, Inc. • • • • MARINA COMMUNITY CENTER • • The replacement of one (1) existing heating only unit with two (2) new gas - electric single zone HVAC units. Existing Description Proposed Description Manufacturer / Description Qty. Rating Type Manufacturer / Description Qty. Rating Type Reznor Heating Only Unit 1 4 Tons HO Carrier Single Zone Package Unit 48HJD006 -5 2 5 Tons SZ HO = Heating Only Unit SZ = Single Zone Rooftop HVAC Unit NORTH SEAL BEACH COMMUNITY CENTER • The replacement of three (3) existing heat pump rooftop single zone HVAC units with three (3) new heat pump single zone HVAC units. Existing Description Proposed Description Manufacturer / Description Qty. Rating Type Manufacturer / Description Qty. Rating Type Carrier Single Zone Package Unit 2 4 Tons HP Carrier Single Zone Package Unit 5OHJQ005 -5 2 4 Tons HP Carrier Single Zone Package Unit 1 5 Tons HP Carrier Single Zone Package Unit 50HJ • 006 -5 1 5 Tons HP HP = Single Zone Rooftop Heat Pump HVAC Unit 3.13 General Mechanical Exclusions With the assistance of Customer personnel, CAL -AIR has conducted a thorough audit of the facilities. A fair and equitable solution will be assessed between CAL -AIR and the Customer should any unforeseen situations arise. The above scope of work does not include the following exclusions: City of Seal Beach 24 Cal -Air, Inc. • • • • • • Asbestos identification, testing, abatement, and removal. • An Industrial Hygienist to provide any and all Asbestos identification, testing, inspections and or clearances. • Repair of existing electrical systems found in disrepair and/or in a non -code compliant condition. • Repair of existing control systems and systems' components found in disrepair and/or in a non -code compliant condition. • Upgrades of existing structural Maintenance systems. • Upgrades of existing main panel electrical system(s). • New electrical disconnects. • Site Screens. • Repair of Existing Ductwork systems found in disrepair and/or in a non -code compliant condition. • Repair or replacement of existing piping, prior to the point of connection, found to be in disrepair and/or in a non -code compliant condition. • Concrete coring or x -rays. • Access doors. • Independent air balance. • Smoke detector panels, annunciator panel, strobes or indicator light. • Painting of any surface not installed or specified in this Agreement. • Overtime labor incurred because the Customer requires that work be done at a time other than CAL - AIR' s regular hours • Fire Life and Safety equipment • Permitting Fees • Any and all items not specified in this scope. 4.0 Controls: 4.1 Detailed Controls Scope of Work Cal -Air shall provide and install new thermostats for newly installed HVAC units and/or replace the existing thermostats for replaced HVAC units as follows: Facility HVAC Control Description Cit Hall New thermostats, di_ital timeclocks and b 1. ass timers Police Station New •ro: ammable thermostats Ma Wilson Libr• New thermostats, di • ital timeclocks and b pass timers Marina Communit Center New .ro: ammable thermostats North Seal Beach Communit Center New .ro: ammable thermostats City of Seal Beach 25 Cal -Air, Inc. • • • • 4.2 Controls Exclusions: • Asbestos identification, testing, abatement, and removal. • Repair of electrical systems found in disrepair or non -code compliant. • As it is not required for this scope of work, DSA engineering and approvals. • Overtime labor incurred because the Customer requires that work be done at a time other than CAL - AIR's regular hours. • Any and all items not specified in this scope. 5.0 Warranties CAL -AIR shall obtain and transfer to the Customer the manufacturers' warranties for the equipment provided as part of the Project Scope, which warranties shall at a minimum cover defective materials or workmanship as follows: One (1) Year Parts and Labor Warranty and One (1) Year Workmanship Guarantee on all components Parts only warranties on the following components for the specified periods (all from the date of installation): LIGHTING Lamps - 2 Years Ballasts - 5 Years Occupancy Motion Sensors - 5 Years Compact Fluorescents - 1 Year LED Exit Signs - 15 Years Reflectors -10 Years HVAC MECHANICAL Compressors - 5 Years CONTROLS All Control Components - 1 Year In addition, CAL -AIR's warranty is as follows: • Equipment, Materials, Parts and Labor Warranty: One Year The warranties set forth herein are exclusive, and CAL -AIR expressly disclaims all other warranties, whether oral, written, implied, or statutory, including, but not limited to, any warranties of merchantability, workmanship, or fitness for a particular purpose. • City of Seal Beach 26 Cal -Air, Inc. • • • • • 6.0 'Project Time Line The Project will require extensive scheduling and coordination to insure the efficient implementation of the Scope of Work. CAL -AIR will work with the Customer to develop a detailed project schedule. City of Seal Beach 27 Cal -Air, Inc. • • 411 • • SCHEDULE C Payment Schedule 1.0 Total Project Amount: $ 896,502 Payment Schedule Paid to CAL -AIR Retention per item 1.4 Below 1.1 Upon Execution of A • eement Ten Percent (10 %) $ 80,685 $ 8,965 1.2 Upon Ordering Equipment Twenty Percent (20 %) $ 161,370 $ 17,930 1.3 Monthly Progress Payments CAL -AIR will prepare a Project Construction Schedule and Schedule of Values based upon the Scope of Work in Schedule B. CAL -AIR will invoice the Customer monthly, based proportionately upon the percentage of work completed during that month, less a 10% retention. The Customer shall approve the Payment Authorization Form within five (5) business days of recei.t. $ 564,797 $ 62,755 Sub - Total: $ 806,852 $ 89,650 1.4 Upon Acceptance of the Certificate of Substantial Com.letion * Retention Paid $ 89,650 * The Customer may withhold from the final payment an amount not to exceed one hundred and fifty percent (150 %) of any disputed component's dollar value. City of Seal Beach 28 Cal -Air, Inc. • • • SCHEDULE D Performance Guarantees 1.0 Guaranteed Savings Overview The purpose of the following performance guarantees is to remove the down side risk from the Customer and place the burden of performance upon CAL -AIR, by requiring CAL -AIR to pay the amount of the excess to the Customer if the Customer's costs during any year during the Guarantee Term exceed the adjusted costs that would have been incurred during that year if the Project had not been implemented. The total guaranteed savings amount will not exceed the total project cost, including principal and interest (or, if financed by an equipment lease, lease payments) and maintenance costs. The savings verification process will be conducted for the first year of the Guarantee Term. If the first year's report concludes the Customer's total costs during that year were less than the total adjusted costs that would have been incurred during that year if the Project had not been implemented, CAL -AIR shall have no further verification obligation. Otherwise, CAL -AIR shall continue the verification process for the measures that did not achieve the guaranteed savings until the Customer's total costs during a year exceed the total adjusted costs that would have been incurred during that year if the Project had not been implemented. CAL -AIR may in its sole discretion elect to continue the verification process for some or all measures even if not required to do so hereunder. 2.0 Adjusted Costs Absent Project For purposes of the Performance Guarantee, the Customer's "Adjusted Costs Absent Project" for each one -year period during the Guarantee Term shall be the sum of: (i) Customer's adjusted cost of electricity, determined by multiplying (A) the number of KwH used by the Customer during the Base Period, times (B) the average cost per KwH actually paid by the Customer during the comparison year; plus (ii) Customer's adjusted cost of natural gas, determined by multiplying (A) the number of Kcf used by the Customer during the Base Period, times (B) the average cost per Kcf actually paid by the Customer during the comparison year; plus (iii) $12,500 per year (an agreed allowance for projected costs which would have been incurred for the Police Station, North Seal Beach Community Center and Marina Community Center over the twelve -year period, as more fully described in Section 6.0 of Schedule E); plus (iv) An allowance for the estimated annual repair costs for existing HVAC equipment over the twelve -year period, as more fully described in Section 5.0 of Schedule E; plus (v) An allowance for the estimated annual material component replacement costs for existing lighting equipment over the twelve -year period, as more fully described in Section 4.0 of Schedule E. • City of Seal Beach 29 Cal -Air, Inc. • • • 2.1 Actual Costs For purposes of the Performance Guarantee, the Customer's "Actual Costs" for each one -year period during the Guarantee Term shall be the sum of: (i) Customer's total actual cost of electricity during that year; plus (ii) Customer's total actual cost of natural gas during that year; plus (iii) Customer's total actual HVAC maintenance and repair costs during that year; plus (iv) Customer's total actual material component replacement costs during that year; plus (v) Customer's total principal and interest payments (or lease payments) during that year amortizing the cost of the Project (including without limitation Construction Period interest) over the Guarantee Term. (If, as currently anticipated, the entire cost of the Project is financed under an equipment lease with option to purchase, having the same term as the Guarantee Period, with lease payments sufficient to fully amortize the total cost of the Project with interest, the amount specified in this paragraph (v) for each year will be the sum of the lease payments during that year. The parties acknowledge that (a) the actual cost of the Project may increase or decrease as the result of change orders, and the amount financed may not be adjusted to reflect the increase or decrease, and (b) the Customer may subsequently elect to refinance all or a portion of the amount financed, and the amount refinanced may differ from the unamortized balance of the original cost of the Project, or the refinancing may be amortized over a period other than the remaining portion of the Guarantee Term. In any such case, the amount specified in this paragraph (v) shall be adjusted so that this component of "Actual Costs" shall be the amount that would have been paid during that year on a hypothetical loan(s), bearing interest at the interest rate(s) actually paid by the City, fully amortized over the remaining portion of the Guarantee Term.) 3.0 Savings Shortfall Within forty (40) business days after each anniversary of the Commencement Date, CAL -AIR shall deliver to the Customer an annual savings report showing the calculation of the Customer's "Adjusted Costs Absent Project" and the Customer's "Actual Costs" for the year ended on that anniversary, along with the amount of savings if the Customer's "Actual Costs" were less than the Customer's "Adjusted Costs Absent Project" or the amount of the "Savings Shortfall" if the Customer's "Actual-Costs" were greater than the Customer's "Adjusted Costs Absent Project ". 4.0 Savings Shortfall CAL -AIR shall compensate the Customer for the amount of any Savings Shortfall; the Customer shall have the option of choosing one of the following compensation methods: • Provide the Customer with additional services that will result in additional savings equal to the cumulative Savings Shortfall within forty (40) business days after the Customer notifies CAL -AIR of its election to accept such additional services. • City of Seal Beach 30 Cal -Air, Inc. • • • • Pay the Customer any cumulative Savings Shortfall amount within ten (10) business days after the Customer notifies CAL -AIR of its election to receive payment in cash. • • 5.0 Energy Savings Dispute To remedy a dispute over the energy savings, both parties will mutually agree to select a disinterested independent third party engineer. The engineer shall be either a California Professional Engineer (PE) or a Certified Energy Manager (CEM). Both parties shall agree to abide by the independent engineer's analysis report. If the third party engineer's review indicates the Savings Shortfall is greater than CAL -AIR'S calculation by more than five percent (5 %), then CAL -AIR shall be responsible for the third party engineer's review costs. If the third party engineer's review does not indicate a Savings Shortfall more than five percent (5 %) greater than CAL - AIR's calculation, the Customer is responsible for the third party engineer's review costs. City of Seal Beach 31 Cal -Air, Inc. • • • • SCHEDULE E Measurement & Verification Plan 1.0 Measurement & Verification Overview CAL -AIR will use the verification plans outlined in the International Performance Measurement & Verification Protocol, dated December 1997. This Protocol is also currently being used for all California Public Utilities Commission's performance based energy efficiency programs. 2.0 Specific Measurement & Verification Protocols The energy savings measurement and verification will be performed on a direct measure -by- measure basis and will be demonstrated by comparing the value of physical parameters after the installation to its value before the installation. This method is structured so the savings are not affected by unrelated building modifications such as added or deleted computers, process equipment, added portable . buildings, etc. Utility bills may be analyzed and evaluated in order to identify energy consumption trends and/or savings. The following information will be calculated and performed via the spreadsheets in the Energy Savings Verification Plan Submittal package. The Energy Savings Verification Plan Submittal package will be presented to the Customer within ten (10) business days prior to the completion of project construction. 2.1 Pre - installation Measurement: To determine the energy consumption of the existing systems, Cal -Air will perform data - logging and other analysis. • For packaged air conditioning units, Cal -Air will data -log a random sample of the units for a two week period to determine how units operate under varying loads • To determine current operating hours, Cal -Air received data from the facility maintenance staff. 2.2 Mechanical Measurement & Verification Process: The mechanical measurement will be for the packaged air conditioning units. • The method used to measure and verify the savings will be the BIN analysis method. Cal -Air will measure the performance of the installed systems for a maximum of three weeks to develop a complete load profile. • Five percent (5 %) for each of the different manufacturers and model numbers of the packaged air conditioning units will be measured for the purpose of verifying the savings. The measurements will be taken at the motor control center. The results of the measurements (graphs and spreadsheets) along with the summarized energy City of Seal Beach 32 Cal -Air, Inc. • • • • calculations will be reported to the Customer. 2.3 Lighting Measurement & Verification (M &V) Process: Five percent (5 %) of each fixture type at each facility will be measured for the purpose of verifying the savings. The measurements will be taken at the light fixtures. The actual measurement will be multiplied by the annual composite electrical cost at each site to determine the actual dollar savings based on the calculated current and proposed annual burn hours. 3.0 Cost Avoidance Cost Avoidance is defined as the difference between the energy cost after the installation of the energy efficiency measures and what the energy cost would have been without the energy efficiency measures. The Cost Avoidance procedure requires a baseline data adjustment be performed prior to calculating energy savings. The adjusted baseline represents the amount of energy the equipment would have consumed under normal operating conditions, which would be greater than the present energy usage. This may be required if one of the following conditions exist: • The existing equipment is in a state of disrepair. • HVAC equipment does not currently exist. • The existing equipment is not compliant with current codes. • The existing equipment is not operated or maintained properly. • The existing equipment was not in full operation for the full baseline data period. CAL -AIR will utilize standard engineering practices to quantify any baseline adjustments to accommodate the above mentioned conditions. 4.0 Lighting Operational Savings The parties agree that the following lighting replacement costs will be avoided through the comprehensive installation of the new lighting system lamps and ballasts. These values are listed in the following table. Yearl Year 2 Year 3 Year 4 Year 5 Year 6 $ 5,481 $ 5,645 $ 5,815 $ 5,989 $ 6,169 $ 6,354 Year 7 Year 8 Year 9 Year 10 Year 11 Year 12 $ 6,544 $ 6,741 $ 6,943 $ 7,151 $ 7,366 $ 7,587 City of Seal Beach 33 Cal -Air, Inc. • • • • • 5.0 HVAC Operational Savings The Customer agrees that the following HVAC Operational Savings will be achieved through the installation and retrofit of the HVAC systems. The current budgeted HVAC service and repair cost information was provided by the Customer. These savings are based on the average repair costs incurred (or the costs likely to be incurred as the existing HVAC equipment ages) by the Customer. These values are listed in the following table. Yearl Year 2 Year 3 Year 4 Year 5 Year 6 $ 32,299 $ 33,268 $ 34,266 $ 35,294 $ 36,353 $ 37,443 Year 7 Year 8 Year 9 Year 10 Year 11 Year 12 $ 38,567 $ 39,724 $ 40,915 $ 42,143 $ 43,407 $ 44,709 6.0 Current Budget Offsets /Re- Allocations The Customer agrees that the following HVAC Replacement Budget Offsets/Re- Allocations will be achieved through the installation and retrofit of the HVAC systems at the City Hall, the Police Station, Mary Wilson Library, North Seal Beach Community Center and Marina Community Center. The current budgeted HVAC replacement cost was provided by the Customer. The budget offset/re- allocation values are as follows: Site Year 2 HVAC Replacement Budgeted Amount Police Station Year 5 $ 70,000 North Seal Beach Communi Center $ 40,000 Marina Communit Center $ 12,500 $ 40,000 These values are divided by the financing term (12 years) and are represented annually. These annualized values are listed in the following table. Yearl Year 2 Year 3 Year 4 Year 5 Year 6 $ 12,500 $ 12,500 $ 12,500 $ 12,500 $ 12,500 $ 12,500 Year 7 Year 8 Year 9 Year 10 Year 11 Year 12 $ 12,500 $ 12,500 $ 12,500 $ 12,500 $ 12,500 $ 12,500 7.0 Base Line Data The Base Line Data for this Project is based on costs incurred during the period from September 1, 1999 through August 31, 2000. The Base Line Data will take into consideration the quantity of facilities and size, building schedules, occupancy factors and utilization and utility usage, costs and rate schedules along with the average weather conditions. The weather station used for this analysis will be Long Beach, CA. City of Seal Beach 34 Cal -Air, Inc. • • • 4. • • 8.0 Baseline Adjustment Fee Should the Customer properly notify CAL -AIR in advance of any changes, other than weather, that would possibly affect the energy savings, CAL -AIR shall work with the Customer to re- calculate the baseline adjustment and resulting energy savings at the rate of ninety- five - ($95.00) per hour. In addition, should the Customer request additional verification of energy savings after they have been established and achieved, CAL -AIR shall perform such a task at a fee of ninety -five- ($95.00) per hour. Should CAL -AIR need to develop any special reports, or revise the baselines or any energy calculations pursuant to an independent third party engineer's request, CAL -AIR will charge the Customer a fee of ninety- five - ($95.00) per hour. Any such fee shall be submitted in advance and approved by the Customer prior to CAL -AIR performing any work. CAL -AIR reserves the right to escalate the fee by an amount not greater than 3% per annum. City of Seal Beach 35 Cal -Air, Inc. i • • SCHEDULE F • Utility Rebate Disposition • • Any and all direct or express utility rebates or incentives that are the result of this project will remain with the Customer. CAL -AIR cannot guarantee exact amounts, nor does CAL -AIR guarantee any amount provided by the Utility Company. CAL -AIR will reasonably assist the Customer in the Utility Rebate process by conducting the "pre" and "post" job walk - through with utility company personnel, assisting in the application process, and providing reasonable documentation to facilitate the direct or express rebate transaction. All other requirements governed by the utility company are the sole responsibility of the Customer. City of Seal Beach 36 Cal -Air, Inc. n . • i • • • • Certificate of Substantial Completion and Acceptance The undersigned, City of Seal Beach ( "The Customer "), having its City office at 211 Eighth Street, Seal Beach, CA 90740 having entered into an Energy Services Agreement ( "ESA Agreement ") dated Ay 1() , 2001, with CAL -AIR, INC., a California corporation ( "CAL- AIR "), does hereby certify to CAL -AIR that with reference to the equipment listed in Schedule B attached hereto (the "Equipment ") and specifically located at the Premises identified in Schedule A attached hereto, that: 1. The Equipment is of a size, design and capacity and manufacture selected by the Customer with the assistance of CAL -AIR and its authorized agents and representative, is in good condition and has been satisfactorily delivered and installed, excluding any minor punch list or warrantee items outstanding and agreed to by CAL -AIR and the Customer; 2. Based on the representation of CAL -AIR and its authorized agents and representative, the Customer is satisfied that the Equipment is suitable for the Customer's purposes; 3. There exists no Event of Default or condition which, but for the passing of time or giving of notice, or both, would constitute an Event of Default under the CAL -AIR Agreement; Dated this day of , 2001 ( "Commencement Date" as defined in the ESA Agreement). 111 ACCEPTANCE • CITY OF SEAL BEACH John Bahorski, City Manager Date City of Seal Beach 37 Cal -Air, Inc. • • • • ENERGY SERVICES AGREEMENT BETWEEN CAL -AIR, INC., AND CITY OF SEAL BEACH This Energy Services Agreement ( "Agreement "), is made this day of , 2001, by and between CAL -AIR, INC., a California Corporation having its local office at 12393 Slauson Avenue, Whittier, CA 90606 ( "CAL- AIR "), and City of Seal Beach, having its City Hall at 211 Eighth Street, Seal Beach, CA 90740 ( "Customer "). Section 1. The Proiect 1.1 CAL -AIR agrees to evaluate, engineer, procure, install, operate and monitor various energy efficiency measures at the Customer's premises, as identified in Schedule A ( "Description of Premises "), in accordance with the project scope as described in Schedule B, and any other Schedules identified by the letter `B" as a prefix attached hereto (collectively, "Project Scope "), Schedule E ( "Measurement and Verification Plan "), and shall, as determined appropriate, complete a comprehensive energy conservation retrofit of some or all of the Premises. The complete range of services to be provided by CAL -AIR under this Agreement shall be referred to as the Project ( "Project "). 1.2 CAL -AIR may perform the work described in Section 1.1 above in phases, as agreed to between the parties ( "Phase "), and the parties agree and acknowledge that this Agreement may be amended in writing from time to time as necessary to document the detailed scope and payment terms of each Phase. The detailed scope, payment terms and performance guarantees of each Phase shall conform with the guidelines described in Schedule B ( "Project Scope "), Schedule C ( "Payment Schedule "), Schedule D ( "Performance Guarantee ") and Schedule E ( "Measurement and Verification Plan "). Section 2. Commencement Date and Term of Agreement 2.1 The effective date of this Agreement shall be the date this Agreement is executed by both CAL - AIR and the Customer ( "Effective Date ") and, unless terminated earlier as provided for in this Agreement, shall end one hundred and forty four (144) months after the "Commencement Date ", as defined in Section 2.2 below. The parties may adjust the term of this Agreement by mutual written consent once the specific energy efficiency measures to be installed at the Premises are agreed to by the Customer and CAL -AIR. 2.2 The Customer shall cooperate with CAL -AIR to achieve substantial completion and shall not unreasonably withhold execution of the Certificate of Substantial Completion and Acceptance ( "Certificate of Substantial Completion and Acceptance ") in Exhibit 1. The Commencement Date ( "Commencement Date ") shall be the date CAL -AIR and the Customer execute the Certificate of Substantial Completion and Acceptance stating that, except for minor completion items, the Project is substantially installed, is in operating condition and has been accepted by the parties. City of Seal Beach 1 Cal -Air, Inc. • • • • Section 3. The Equipment CAL -AIR shall retain title to all equipment installed, as set forth in Schedule B, at the Customer's, facilities as set forth in Schedule A, until CAL -AIR receives full compensation for items installed as set forth in Schedule C. Section 4. CAL -AIR Compensation The Customer agrees to pay CAL -AIR for its services as set forth in Schedule C and Schedule G ( "Maintenance Services "). Section 5. Actions by The Customer, Maintenance of Premises and Equipment 5.1 The Customer agrees that all Project Scope components and existing heating, ventilating and air conditioning systems, lighting and electrical systems, HVAC and lighting controls shall be maintained to equipment manufacturer's guidelines and in accordance with the industry standards. The Customer will provide CAL -AIR with accurate preventive maintenance and repair records for any work not performed by CAL -AIR within twenty (20) business days of receipt by Customer. Records are required for the term set forth in Schedule E. 5.2 The Customer shall submit all utility data for the period ending from the base line data up to the completion of the project. This data shall to be submitted to CAL -AIR within ten (10) business days prior to executing the Certificate of Substantial Completion and Acceptance. From the commencement date through the term of this Agreement, the Customer is also obligated to forward copies of the actual utility bills to CAL -AIR within ten (10) business days of receipt. 5.3 The Customer shall notify CAL -AIR of any changes that affect the energy use during the term of this Agreement. These changes include, but are not limited to additions, deletions, and/or changes to energy consuming equipment, operating schedules, normal use, or hours of operation, additions to the existing building structures, or new added facilities. Without limiting the generality of the foregoing, the Customer will provide CAL -AIR copies of limited purchasing records for energy consuming equipment and documentation of any other changes within twenty (20) business days of occurrence. 5.4 During the term of this Agreement, if CAL -AIR determines that maintenance procedures are inadequate pursuant to the equipment manufacturer guidelines and industry standards or the equipment is not operating properly for any reason beyond the control of CAL -AIR, CAL -AIR shall notify the Customer in writing. Section 6. Late Payment The Customer shall pay, or cause to be paid, all amounts due CAL -AIR for work hereunder within twenty (20) business days after receipt of CAL -AIR's (or assignee's) invoice, and shall pay interest from due date on any amount not paid within said time period at the rate of one and one -half (1 1/2) percent • per month. City of Seal Beach 2 Cal -Air, Inc. • so • • Section 7. Utility Rebate /Grants The parties shall identify and negotiate all utility rebates /grants prior to approval of each Phase, unless otherwise mutually agreed by the parties. The utility rebate /grant disposition is detailed in Schedule F ( "Utility Rebate Disposition "). Section 8. Electrical Power Deregulation CAL -AIR may elect to work, as an independent agent for the Customer, to assist with their energy procurement choices, which may be available through the deregulation of the utility energy markets in California. CAL -AIR may evaluate potential options, including but limited to, evaluating current energy rate tariffs, exploring direct access benefits, and negotiating with the local utility to ensure that cost - effective utility costs are achieved. To the extent CAL -AIR is successful in negotiating and assisting the Customer procure a lower cost of energy, CAL -AIR may claim the incremental cost savings between energy rates to the guaranteed savings amount as set forth in Schedule D. Section 9. Construction Schedule All work shall be scheduled between CAL -AIR and the Customer to minimize disruption to the Customer's operations and personnel, while working with the Customer to ensure the deadlines are achieved. Section 10. Insurance 10.1 CAL -AIR shall provide and maintain throughout the term of this Agreement worker's compensation, comprehensive general liability, contractual liability and comprehensive automobile liability insurance at the following minimum limits: 10.2 a) Workers' compensation and employer's liability insurance with a limit of $1,000,000 (or such higher limit as may be required by law), to provide for payment to CAL -AIR's employees, and/or their dependents, employed on or in connection with the Project Scope covered by this Agreement, of worker's compensation benefits in accordance with applicable laws. b) Commercial general liability insurance, all operations, including completed operations, contractual and broad form comprehensive endorsement with combined single limit of $1,000,000 each occurrence for bodily and/or personal injury, including death and property damage. This policy is to also include an Excess Liability Endorsement with combined single limit of $2,000,000 each occurrence for bodily and/or personal injury including death and property damage. c) Primary Comprehensive Automobile Public Liability Insurance (including owned, non -owned and hired automotive equipment), used in connection with CAL -AIR's • City of Seal Beach 3 Cal -Air, Inc. • • • • operations, with a combined single limit for bodily injury or death and property damage of $1,000,000 per accident or occurrence. In the event any of the Project Scope hereunder is contracted to subcontractors by CAL -AIR, CAL -AIR shall require its subcontractors to carry and maintain the same insurance as specified above. The Customer shall be included as an additional named insured on all policies specified in this section with the exception of the Worker' Compensation policy(ies). The naming of the Customer as an additional named insured shall not obligate the Customer to pay any premium on the policy(ies). Such insurance shall be primary insurance and shall contain a severability of interest clause with respect to each insured. The "other insurance" clause of such policies shall be modified, if necessary, to specify that any separate insurance maintained in force by the Customer shall be considered excess insurance and shall not contribute with insurance extended by CAL -AIR's and/or subcontractor's insurer(s) under this requirement. If requested to do so by the Customer, CAL -AIR shall deliver to the Customer, a Certificate(s) of Insurance completed by CAL -AIR and its subcontractor's insurance carrier or agent certifying that minimum insurance coverage, as required above, is in effect and shall not be canceled or changed until twenty (20) business days after written notice is given to CAL -AIR and The Customer. CAL -AIR shall immediately notify The Customer upon receipt of any cancellation notice. Section 11. Environmental Requirement The Customer shall disclose all locations where asbestos, materials containing asbestos, pollutants, hazardous wastes, hazardous materials or other contaminants (collectively "Hazardous Materials ") are present and recognizes and agrees that, in connection with the installation and/or service or maintenance of the equipment at the Premises, CAL -AIR may encounter, but shall not be responsible for identification of or, any work relating to asbestos, materials containing asbestos, pollutants, hazardous wastes, hazardous materials or other, or the storage, handling, use, transportation, treatment, disposal, discharge, leakage, detection, removal, containment or clearance testing thereof. The Customer shall be solely responsible for disposing of the Hazardous Materials in accordance with all federal, state and local laws applicable thereto, unless otherwise agreed to in writing elsewhere, whether as part of this Agreement or otherwise. If CAL -AIR becomes aware of any additional Hazardous Materials that are not included in the Scope of Work, it shall immediately notify the Customer about the presence of Hazardous Materials. The Customer agrees to and does release, indemnify, defend and hold harmless CAL -AIR, its consultants, its contractors, its partners and their officers, agents and employees of and from all costs, claim, damages and liability arising out of or relating to Hazardous Materials, or third parties relating thereto, or injury caused thereby, except for such costs, claims, damages or liability which are directly caused by the willful misconduct and/or gross negligence of CAL -AIR. Section 12. Events of Default 12.1 Events of Default by the Customer Each of the following shall constitute an event of default by • the Customer: City of Seal Beach 4 Cal -Air, Inc. • • a) Any failure by the Customer to pay CAL -AIR its compensation required in Section 4 of this Agreement for a period of more than twenty (20) business days after the date of the invoice thereof and after a ten (10) business day cure notice; b) Any representation or warranty furnished by the Customer in this Agreement which was false or misleading in any material respect when made; c) Failure by the Customer to perform its obligations under this Agreement; d) Repeated failure of the Customer to perform its obligations in Section 5. 12.2 Events of Default by CAL -AIR Each of the following events shall constitute an event of default by CAL-MR: a) Any failure by CAL -AIR to credit or pay the Customer the amount required pursuant to Schedule D of this Agreement for a period of more than twenty (20) business days after the amount has been established; b) Failure to perform by CAL -AIR its responsibilities pursuant to this Agreement; c) Any representation or warranty furnished by CAL -AIR in this Agreement which was false or misleading in any material respect when made. • Section 13. Remedies Upon Default 13.1 Remedies Upon Default by the Customer In the event the Customer fails to pay CAL -AIR its compensation when due or if any other event of default by the Customer occurs, CAL -AIR may without an election of remedies: a) Exercise all remedies available by law or at equity or other appropriate proceedings including bringing an action or actions from time to time for recovery of amounts due and unpaid by the Customer. b) Subject to the notice requirement provided for below, take such action as is reasonably necessary to cure the default. The Customer agrees to pay all costs and expenses reasonably incurred by CAL -AIR to exercise of any of its remedies (including reasonable attorney's fees). Notwithstanding anything in this Section, in the event of default by the Customer other than a failure to pay CAL -AIR it's compensation, the Customer shall have the right to cure such default for a period of twenty (20) business days after written notice. In the event the Customer fails to perform any other duty, covenant, or condition under this Agreement after twenty (20) business days' notice, CAL -AIR may perform such duty at its option and invoice the Customer for the cost incurred. • City of Seal Beach 5 Cal -Air, Inc. • • fra 13.2 Remedies Upon Default by CAL -AIR In the event of default by CAL -AIR, the Customer may elect any and all remedies below: a) Exercise all remedies available by law or at equity or other appropriate proceedings, including an action for recovery of amounts due and unpaid by CAL - AIR, and/or for specific performance, and/or for damages. b) Subject to the notice requirement provided for below, take such action as is reasonably necessary to cure the default. CAL -AIR agrees to pay all costs and expenses reasonably incurred by the Customer to exercise any of its remedies, including reasonable attorney's fees. Notwithstanding anything in this Section, in the event of a default by CAL -AIR, CAL -AIR shall have the right to cure such default for a period of twenty (20) business days after written notice. In the event CAL -AIR fails to perform any other duty, covenant or condition under this Agreement after twenty (20) business days' notice, The Customer may perform such duty at its option and invoice CAL - AIR for the costs incurred. Section 14. Compliance with Law and Standard Practices CAL -AIR shall perform its obligations hereunder in compliance with any and all applicable federal, 0 state, and local laws, rules, and regulations, in accordance with sound engineering and safety practices and in compliance with reasonable rules of the Customer (provided in writing to CAL -AIR) relative to the Premises. Section 15. Delegation by CAL -AIR CAL -AIR shall have the right to retain or engage any person, firm or corporation to perform any of its obligations hereunder, provided that CAL -AIR shall remain responsible for such performance and shall give notice of any such employment to the Customer prior to the commencement of any work by such person, firm or corporation. Section 16. Taxes CAL -AIR shall be responsible for and shall pay all applicable sales taxes related to the procurement and installation of the equipment as referenced in Schedule B herein. The Customer shall be responsible for and shall pay all applicable taxes related to operation of the Equipment, including, but not limited to, property taxes. Section 17. Usage of the Customer's Records CAL -AIR shall have free access to the Customer's existing construction documents, equipment submittals, operation and maintenance manuals, utility usage bills and records, other energy audits or • studies and any other public utility records for periods of time as requested by CAL -AIR. CAL -AIR City of Seal Beach 6 Cal -Air, Inc. • • • may reproduce any such records for its use in connection with the Project. CAL -AIR shall bear all reproduction costs associated with the reproduction of the Customer's records. Section 18. Notices All notices to be given by either Party to the other shall be in writing and must be delivered or mailed by registered or certified mail, return receipt requested, or sent by a courier service which renders a receipt upon delivery addressed as set forth below or such other addresses as either Party may hereinafter designate by a Notice to the other. Notices are deemed delivered or given and become effective upon mailing if mailed as aforesaid and upon actual receipt if otherwise delivered. To CAL -AIR: To the Customer: CAL -AIR, INC. Attn.: Alan Butcher, Regional Vice President 12393 Slauson Ave. Whittier, CA 90606 City of Seal Beach Attn: John Bahorski, City Manager 211 Eighth Street Seal Beach, CA 90740 Section 19. Final Agreement This Agreement, together with the schedules, exhibits and any subsequent modification, shall constitute the full and final Agreement between the parties as to the subject matter hereof, shall supersede all prior agreements, communications and understandings regarding the subject matter hereof, and may not be amended or modified except by a writing evidencing said change or changes signed by the Parties. This Agreement shall be binding on and inure to the benefit of the successors and permitted assigns of the respective Parties. THIS AGREEMENT SHALL BECOME BINDING WHEN EXECUTED BY CAL -AIR AND THE CUSTOMER. Any inconsistency in this Agreement shall be resolved by giving precedence in the following order: (I) Amendments to this Agreement, in reverse chronological order; (ii) this Agreement; (iii) Schedules to this Agreement; (iv) General Terms and Conditions of this Agreement; and (v) Exhibits to this Agreement. • City of Seal Beach 7 Cal -Air, Inc. 0 • fiSection 20. Applicable Law • This Agreement and the construction and enforceability thereof shall be interpreted under the laws of the State of California. Section 21. Performance and Payment Bond CAL -AIR shall carry Performance and Payment Bonding relative to this agreement's scope of work as detailed in "Project Scope" (Schedule B) herein. IN WITNESS WHEREOF, the Parties hereto subscribe their names to this instrument on the date first written above. WARNING: Contractors are required by law to be licensed and regulated by the Contractors' State License Board which has jurisdiction to investigate complaints against Contractors if a complaint is filed within three years of the date of the alleged violation. Any questions concerning a Contractor may be referred tot he Registrar, Contractors' State License Board, P. O. Box 26000, Sacramento, CA 95826. [California Business and Professions Code § 7030(a)] CITY OF SEAL BEACH CAL -AIR, INC. John Bahorski, City Manager Alan Butcher, Regional Vice President Date Date • City of Seal Beach 8 Cal -Air, Inc.