Loading...
HomeMy WebLinkAboutCC AG PKT 2014-04-28 #K SEA4 AGENDA STAFF REPORT DATE: April 28, 2014 TO: Honorable Mayor and City Council THRU: Jill R. Ingram, City Manager FROM: Sean P. Crumby P.E., Director of Public Works SUBJECT: EXECUTION AND DELIVERY OF AN ENERGY EFFICIENCY PROGRAM INSTALLATION AGREEMENT AND RELATED FINANCING DOCUMENTS AND MAKING FINDINGS IN SUPPORT THEREOF PURSUANT OF GOVERNMENT CODE 4217.10 ET SEQ. SUMMARY OF REQUEST: That the City Council hold a public hearing regarding the proposed energy efficiency program installation agreement with Climatec Building Technologies Group and the related financing agreement with Municipal Financing Corporation, and after consideration of all evidence and testimony presented during the hearing, adopt Resolution No. 6456 approving the execution and delivery of both agreements and making findings in support thereof pursuant to Government Code 4217.10 et seq. BACKGROUND AND ANALYSIS: In October 2011, the City of Seal Beach adopted a Facilities Condition Assessment that identified over $38.8 million in needed improvements to City building infrastructure that is aged and in need of rehabilitation. The principal challenge for the City is funding these improvements while balancing needs in other areas. In October 2012, the City issued a Request for Proposals from qualified Energy Services Companies for development of a comprehensive city-wide energy efficiency project that could pay for needed improvements through energy savings created by those improvements. The City received proposals from four qualified, competent, and experienced companies. After thorough review by a selection committee, Climatec was found to be the most qualified firm. Climatec is an Irvine based company that provides cost-effective solutions for energy related performance contracts. Climatec has Agenda Item K designed quality control systems for heating, ventilating, and air conditioning equipment for many years and has worked with more than 80 municipalities and public agencies. Climatec's Detailed Audit, which is included as an attachment to this report, identified potential sustainability measures that could be implemented at City facilities. Components of the study included: • Analysis of utility consumption at City facilities • Identification of rebates and incentives • A range of cost and savings estimates • Identification of preliminary financing structures Energy conservation measures that were recommended included: • Upgrade of Heating and Air Conditioning units Automation of Heating and Air Conditioning • Interior Lighting Upgrades • Exterior Lighting Upgrades • Operation of City Street Lighting Network Implementing these recommendations requires the City Council's approval of two related agreements. The first agreement is an Installment Agreement (the "Installment Agreement") between the City and KX2 Holdings Building Technologies Group LP, which does business under the name of Climatec. Pursuant to the Installation Agreement, Climatec will provide installation and other services pertaining to certain equipment to be installed in City facilities to reduce energy use or to make for a more efficient use of energy ("Energy Conservation Equipment"). As a guaranteed construction cost agreement, the Installation Agreement protects the City from any cost overruns from the construction and installation of the Energy Installation Equipment. This type of agreement is a proven method for the City to reduce risk. The Energy Conservation Equipment and related energy saving measures are fully described in the attachments to the Installation Agreement, and include but are not limited to, the following: • Upgrade of Heating and Air Conditioning Units: Heating and air conditioning units will be replaced at facilities where necessary. The Police Department Headquarters has 18 roof top package units where replacements will save energy and improve performance. • Automation of Heating and Air Conditioning: Automation of the heating and Air Conditioning saves significantly on energy. The automation systems will be installed throughout all City facilities. Page 2 • Interior Lighting Upgrades: Interior lighting upgrades will be installed throughout all City facilities. • Exterior Lighting Upgrades: Exterior lighting upgrades will be installed at City Facilities and Parks. The largest energy savings will be realized at the Seal Beach Tennis Center. The upgrades not only save energy, but provide a higher quality of light with added features. • Operation of City Street Lighting Network: The largest energy savings would be realized by taking over operation of the City's streetlight network. The City can purchase and take over the poles from Southern California Edison that have no power or other facilities on them. Taking over the lighting system will allow for installation of energy efficient lighting (LED) and operation of maintenance. The second agreement is a Lease with Option to Purchase agreement (the "Lease") between the City and Municipal Finance Corporation. The Lease is the instrument that finances the acquisition and installation of the Energy Conservation Equipment that would be installed pursuant to the Installation Agreement. The Lease also requires the City to enter into an Acquisition Fund Agreement (the "Acquisition Fund Agreement") with Municipal Finance Corporation and Deutsche Bank National Trust Company to implement certain terms of the Lease. Government Code Sections 4217.10 through 4217.18 provide that, notwithstanding any other provision of law, the City may enter into an energy service contract, such as the Installment Agreement and a facility financing agreement such as the Lease, on such terms as the City finds to be in its best interest, if the City Council makes certain findings after a duly noticed public hearing. Accordingly, in order to approve the respective agreements, the City Council must find: • The anticipated cost to the City for electrical energy and conservation services for the Energy Conservation Equipment is less than the anticipated marginal cost to the City of energy that would have been consumed by the City in the absence of the acquisition and installation of the Energy Conservation Equipment. • The difference, if any, between the fair rental value for the property subject to the Lease and the agreed rent, is anticipated to be offset by below- market energy purchases or other benefits provided under the Installment Agreement. • The repayment of the financing and the cost of design, construction, and operation of the Energy Conservation Equipment, as required by the Installment Agreement and the Lease are projected to be available from funding that otherwise would have been used for purchase of electrical, Page 3 thermal, or other energy required by City in the absence of the Energy Conservation Equipment. Climatec has provided a summary of the utility savings the City would realize from installation of the Energy Conservation Equipment, which is included as an attachment to this report. In sum, it is estimated that the City will realize a total savings of$2,897,205 over the useful life of the Energy Conservation Equipment, which is greater than the $2,023,833 cost of the project. The project is expected to provide the following immediate and long-term benefits: • Provide $1.9 million in facility improvement needs. • Reduce energy consumption by 580,000 kWh per year. • Decrease utility expenses by more than $150,000 per year. • Provide $3.8 million cumulative savings over 20 years. • Reduce the City's greenhouse gas emissions. • Replace antiquated equipment with new, high efficiency units. • Increase useful life and functionality of the existing Building Automation System. • Improve working environment conditions for staff, residents, and visitors at all City facilities. The project will also establish the City as a leader in environmental stewardship by generating the following green environmental equivalents each year: • 964,079 pound reduction in greenhouse gas emissions • 11,636 trees planted • 238 pound reduction in carbon monoxide • 81 cars removed from the road • 58 homes powered ENVIRONMENTAL IMPACT: Staff has determined that installation of the Energy Conservation Equipment is exempt from the requirements of the California Environmental Quality Act ("CEQA") because it entails minor updates, maintenance, and alterations to existing public structures, facilities, and equipment, and therefore qualifies for a Class 1 categorical exemption pursuant to Section 15301 of the CEQA Guidelines. LEGAL ANALYSIS: The City Attorney has reviewed the Installation Agreement, the Lease, the Acquisition Fund Agreement and the proposed resolution and approved each as to form. Page 4 FINANCIAL IMPACT: Installation of the Energy Conservation Equipment would be financed through the Lease Agreement. The installment payments will be paid from energy cost savings realized as a result of the improvements from this contract. The initial project costs will be funded from unrestricted fund balance. RECOMMENDATION: That the City Council hold a public hearing regarding the Installation Agreement and the Lease, and after consideration of all evidence and testimony presented during the hearing, adopt Resolution No. 6456 approving the execution and delivery of both agreements and making findings in support thereof pursuant to Government Code 4217.10 et seq. SUBMITTED BY: NOTED AND APPROVED: Sean P. Crumby, P.E. ilk. Ingram, City an ger Director of Public Wor S—) Attachments: A. Resolution No. 6456 B. Installation Agreement-Climatec C. Financing Agreement-Municipal Finance Corp. D. Acquisition Fund Agreement-Municipal Finance Corp. E. Detailed Audit-Climatec F. Utility Savings Summary-Climatec Page 5 RESOLUTION NUMBER 6456 A RESOLUTION OF THE SEAL BEACH CITY COUNCIL APPROVING THE EXECUTION AND DELIVERY OF AN ENERGY EFFICIENCY PROGRAM INSTALLATION AGREEMENT, APPROVING THE EXECUTION AND DELIVERY OF RELATED FINANCING DOCUMENTS, AND MAKING FINDINGS IN SUPPORT THEREOF PURSUANT TO GOVERNMENT CODE 4217.10 ET SEQ. THE CITY COUNCIL OF THE CITY OF SEAL BEACH HEREBY FINDS, DETERMINES, RESOLVES,AND ORDERS AS FOLLOWS: Section 1. On April 28, 2014, the City Council held a duly noticed public hearing during its regularly scheduled meeting to consider an Installment Agreement (the "Installment Agreement') by and between the City and KX2 Holdings Building Technologies Group LP, dba Climatec Building Technologies Group ("Climatec"), and a related Lease with Option to Purchase (the "Lease"), by and between the City and Municipal Finance Corporation, for the purpose of financing the acquisition of the Energy Conservation Equipment(defined below). Based on the record of the hearing, the City Council finds the following facts to be true and correct. A. Pursuant to the Installation Agreement, Climatec will provide installation and other services pertaining to certain equipment to be installed in City facilities to reduce energy use or to make for a more efficient use of energy (the "Energy Conservation Equipment"). The installation of the Energy Conservation Equipment is expected to provide the City with an estimated total savings of$2,897,205 over the useful life of the Energy Conservation Equipment, which is greater than the estimated$2,023,833 cost of the project. B. There has been presented to the City Council a proposal for the City to enter into a lease financing arrangement (the "Financing") to finance the acquisition and installation of the Energy Conservation Equipment. The Financing will be implemented primarily through the Lease. C. To implement certain terms of the Lease, the City will also enter into an Acquisition Fund Agreement(the "Acquisition Fund Agreement"), by and among the City, Municipal Finance Corporation and Deutsche Bank National Trust Company. D. Sections 4217.10 through 4217.18 of the California Government Code (the "Act') provide that, notwithstanding any other provisions of law, the City may enter into an energy service contract, such as the Installment Agreement, if the City Council makes certain findings after a duly noticed public hearing. Section 2. Based on the record of the public hearing, including but not limited to those facts recited in Section 1 of this Resolution, the City Council hereby finds as follows: A. The installment of the Energy Conservation Equipment will improve the energy efficiency at City facilities. It is in the best interests of the City to enter into the Installment Agreement and the Lease. B. The anticipated cost to the City for electrical energy and conservation services for the Energy Conservation Equipment is less than the anticipated marginal cost to the City of energy that would have been consumed by the City in the absence of the acquisition and installation of the Energy Conservation Equipment. Resolution Number G45S c. The difference, if any, between the fair rental value for the property subject to the Lease and the agreed rent iaanticipated kzbeoffset bybelow- market energy purchases or other benefits provided under the |nota||noeni Agreement. D. The repayment of the Financing and the coat of design, oonstmuchon, and operation of the Energy Conservation Equipment, as required by the Installment Agreement and the Lease are projected to be available from funding that otherwise would have been used for purchase ofelectrical, thnnna|, or other energy required by City in the absence of the Energy Conservation Equipment. Section 3. Based on the findings in Section 2 of this Resolution, the City Council hereby approves the Installment Agreement in the form on file in the office of the City Clerk. The Mayor (or in the Mayor's absence, the Mayor Pro Tern or the City Manager) is hereby authorized, for and in the name and on behalf of the City, 0n execute and deliver the Installment Agreement in substantially the same form on approved, with such changes therein as the Mayor (or the Mayor Pro Tam or City K4anager, as the case may be) may approve (such approval to be uuno|uuivm|y evidenced by the execution and delivery thereof). Section 4. Booed on the findings in Section 2 of this Resolution, the City Council hereby approves the Loaae, in the form on fi|o in the office of the City Clerk. The Mayor(or in the Mayor's absence,the Mayor Pro Tern or the City Manager)is hereby audhorized,for and in the name and on behalf ofthe Qty, 0n execute and deliver the Lease in substantially the same form as nppnzved, with such changes therein as the Mayor(or the Mayor Pro Tern or City Manager, as the case maybe) may approve (such approval to be conclusively evidenced by the execution and delivery dhoraof). Section 5. The Acquisition Fund Agreement in the form on file in the offioa of the City C\erk, is hereby approved. The Mayor (or in the Mayors ubuanca. the Mayor Pro Tern nr City Manager) io hereby authorized, for and in the name and on behalf ofthe City, to execute and deliver the Acquisition Fund Agreement in substantially said form,with such changes therein as the Mayor(or the Mayor Pro Tern, uo the case may be) may approve (such approval to be conclusively evidenced by the execution and delivery thareoO. Section 6. The offioara of the C|h/ are hereby authorized and direnh*d, jointly and severally, to do any and all things, to execute and deliver any and all documents that they may deem necessary nradvisable in order to oomp|ahm the transactions contemplated under the Installment Agreement, the Lease and the Acquisition Fund Agreement and effectuate the purposes of this Resolution, Installment Agreement, the Lauaa and the Acquisition Fund Agreement and any such actions previously taken by such officers are hereby ratified and confirmed. (intentionally Left Blank) Resolution Number 845G PASSED, APPROVED AND ADOPTED by the Seal Beach City Council ata regular meeting held on the�!81h_day of_zApril ,2O14by the following vote: AYES: Council Members NOES: Council Members ABSENT: Council Members ABSTAIN: Council Members Mayor ATTEST: City Clerk STATE OFCALIFORNIA ) COUNTY OFORANGE } BS CITY OF SEAL BEACH � |. Linde Devine, City Clerk of the City ofSeal Beoch, do hereby certify that the foregoing resolution is the original copy of Resolution Number 6456 on file in the offinaof the City Clerk, passed, approved, and adopted by the City Council ato regular meeting held on the_28th L.day of—April .2014. City Clerk ATTACHMENT "B„ INSTALLATIONAGREEMENT FOR THE CITY OF SEAL BEACH TERMS AND CONDITIONS ATTACHMENTS Attachment"A"—Scope of Work Attachment"B"-Lighting Summary Attachment"C"-City's Terms and Conditions for the Energy Efficiency Program Attachment"D"—Payment Procedures City of Seal Beach CLIMATEC Install Agreement I Page 1 of 7 CLIMATEC INSTALLATION AGREEMENT This Installation Agreement("Agreement")dated April 2,2014("Effective Date")is made by and between: City of Seal Beach ("Purchaser")with its principal place of business at 211 811,Street,Seal Beach CA 90740 and Climatec LLC With its principal place of business at 18002 Cowan,Irvine,CA 92614 Purchaser and Climatec LLC agree as follows: 1. INSTALLATION, Climatec LLC shall provide Purchaser with an Energy Efficiency Program, as identified in Attachment(s)A and B and incorporated herein by reference (hereinafter referred to as the"Work")at the total fixed price of$1,551,333.00 including required taxes and Performance Bond and Payment Bond (the"Contract Amount"). Climatec LLC is responsible for the design, engineering, permits, fees, approvals, project management, installation, startup, training, checkout, warranty, and insurance specifically associated with the Work to be performed. Climatec LLC is not responsible for any equipment,systems,controls,comfort problems,balancing, duct cleaning, etc. not specifically included in this Agreement. Climatec LLC will provide submittals and engineered drawings (if required), for Purchaser's technical review and written approval, prior to initiating construction. All construction and associated cleanup shall be performed and scheduled so as to minimize any disruption with any ongoing Purchaser activities. Climatec LLC requires all underground conduits between buildings to be clear of obstruction, of sufficient size to accommodate new wire and cable,and easily accessible. The Purchaser is responsible for Ethernet drops at each location for Energy Management System communication. The proposal associated with this contract is valid until July 1,2014. 2. SCOPE OF WORK. Once this contract is executed by the Purchaser and Climatec LLC,Climatec LLC may not revise the contract in any way except by mutual agreement with the Purchaser. Prior to the contract being signed by both parties,Climatec LLC reserves the right to revise any or all portions of the agreement. This agreement is based upon the use of straight time labor only unless stated otherwise in this agreement. Purchaser agrees to provide Climatec LLC with required field utilities (electricity, toilets, drinking water, etc.) without charge, Climatec LLC agrees to keep the jobsite clean of debris arising out of its own operations. Purchaser shall not back charge Climatec LLC for any cost or expenses without Climatec LLC's written consent. Unless specifically noted in the statement of the scope of the work or services undertaken by Climatec LLC under this agreement, Climatec LLC's obligations under this agreement expressly exclude any work or service of any nature associated or connected with the identification, abatement, clean up, control, removal or disposal of environment Hazards or dangerous substances, to include but not to be limited to asbestos, PCBs, or mold discovered in or on the premises. Any language or provision of the agreement elsewhere contained which may authorize or empower the Purchaser to change,modify or alter the scope of work or services to be performed by Climatec LLC shall not operate to compel Climatec LLC to perform any work relating to Hazards without Climatec LLC's express written consent. Climatec LLC shall provide to Purchaser the labor, equipment, material and services as set forth in this Agreement and as otherwise reasonably required to design,construct,install and ensure that the Work is properly installed and fully integrated, tested and operational with all existing fixtures,appurtenances, furnishings and real property. Correction of existing deficiencies with fixtures, appurtenances, furnishings and real property, unless specifically identified in the scope of work,is excluded. In performing the Work,Climatec LLC shall ensure that the Work is performed in a professional and workmanlike manner and in compliance with all building codes and applicable federal,state and local laws and regulations. All costs associated with the purchase,study,labeling,etc. of light poles from Southern California Edison are a direct cost to Purchaser and not included in this contract. City of Seal Beach CLIMA! EC Install Agreement Page 2 of 7 3. INVOICING & PAYMENTS. Climatec LLC may invoice the Purchaser for any equipment and/or materials installed at a job site. Purchaser agrees to pay Climatec LLC amounts invoiced. Progress payments will be made in compliance with Attachment E of this Agreement. Waivers of lien will be furnished as set forth in Section 4. 4. LIENS AND WAIVERS OF LIENS. Climatec LLC and subcontractors and providers of materials will provide Purchaser with Hen waivers or releases with each invoice for work or material provided and will deliver a copy to the Purchaser, An acknowledgement of fall payment from materials suppliers will be delivered to the Purchaser for all materials provided. 5. BONDS. Prior to the issuance of the notice to proceed by Purchaser, Climatec LLC shall file with the City a Performance and Payment (Labor and Materials) Bonds (collectively "Bonds") on a form approved by the Purchaser's City Attorney in the amount of 100% of the price set forth in Section 1 of this Agreement. The Bonds shall also name -or other lender engaged by the Purchaser as a co-obligee on the bond. 6. COMPLETION. The work specified in Section 1 shall be considered completed upon acceptance by the Purchaser. Acceptance is defined as when the Work is installed,tested and the Purchaser has the beneficial use and enjoyment of the Work as follows: (i) Climatec LLC has caused the Work to achieved mechanical completion which is defined as the point at which all Work of every kind necessary to make the anticipated improvements useable for its intended function is actually complete and in good working order and any fire/life safety systems affected by the work are completely integrated with the new work. (Existing deficiencies due to design or mechanical or application problems are not part of the scope of this Work but if discovered will be brought to the attention of the Purchaser.) (ii) Climatec LLC has caused the Work to pass acceptance testing which is defined as the testing of all systems comprising the anticipated improvements in accordance with accepted protocols and that the Work is fully integrated with the existing equipment and in good working order; and(iii)the Work is capable of operating safety in accordance with all applicable rules and regulations. 7. TIME OF PERFORMANCE. Climatec LLC shall perform the Work specified in this Agreement in accordance with the project timeline established at project outset by Climatec LLC and the City Manager. This timeline shall be incorporated into the provisions of Attachment D and be made part of this Agreement. Time is of the essence. 8. GOVERNING LAW. The interpretation and implementation of this Agreement shall be governed by the domestic law of the State of California. 9. PURCHASER NOT OBLIGATED TO THIRD PARTIES. The Purchaser shall not be obligated or liable under this Agreement to any party other than Chmatec LLC. 10. AUTHORITY TO BIND PARTIES. Neither party in the performance of any and all duties under this Agreement, except as otherwise provided for herein, has any authority to bind the other to any agreements or undertakings. 11. SITES OF INSTALLATION. Climatec LLC enters onto and accepts the City's premises in an "as is" condition. Climatec LLC shall ensure that any subcontractors or third parties that enter onto City's premises to conduct the Work also agree in writing that they accept the City's premises in an"as is" condition. Any existing safety hazards at City premises as defined by OSHA or CAL OSHA, which would affect the Work are the responsibility of the City to correct prior to work proceeding in the affected areas. 12. INDEPENDENT CONTRACT. It is agreed between Purchaser and Climatec LLC that Chmatec LLC shall perform the Work as an independent contractor. Chmatec LLC may use subcontractors to perform work hereunder,provided Chmatec LLC shall fully pay said subcontractors and in all instances remain fully responsible for(a)the proper completion of this agreement and(b)supervising such subcontractor's work and for the quality of the work they produce and(c)providing Purchaser with hen waivers or releases as set forth in Section 4. 13. MATERIALS. All materials shall be new,in compliance with all applicable laws and codes,and shall be covered by a manufacturer's warranty,if appropriate. If the materials or equipment included in this agreement become temporarily or permanently unavailable, the time for performance of the work shall be extended to the extent thereof,and in case of permanent unavailability,Chmatec LLC shall (a)be excused from furnishing said materials City of Seal Beach CLIMATE C Install Agreement , " 4 Page 3 of 7 or equipment, and (b) be reimbursed for the difference between the cost of the materials or equipment permanently unavailable and the cost of a reasonable substitute therefore. 14. WARRANTY. Climatec LLC warrants that the equipment,including any equipment manufactured by it,and the associated Work shall be free from defects in material and workmanship arising from normal usage for a minimum period of one year from delivery of said equipment,or if installed by Climatec LLC,for a period of two (2) years from the installation date. Within the warranty period, for equipment installed by Climatec LLC, if Purchaser provides written notice to Climatec LLC of any such defects within thirty (30) days after the appearance or discovery of such defect, Climatec LLC shall, at its option, repair or replace the defective equipment and return said equipment to Purchaser. All transportation charges incurred in connection with the warranty for equipment not installed by Climatec LLC shall be borne by Purchaser. These warranties do not extend to any equipment which has been repaired by others, abused, altered or misused, or which has not been properly and reasonably maintained. These warranties are in lieu of all other warranties, expressed or implied, including, but not limited to those of merchantability and fitness for a specific purpose. If warranties on equipment provided under this contract are longer than the periods noted above, Climatec LLC will provide that information to the Purchaser and pass thru the warranty to Purchaser. 15. LIABILITY. Except for each party's obligation of indemnity and defense as set forth in this Agreement, Climatec LLC or Purchaser shall not be liable for any special, indirect, or consequential damages arising in any manner from the equipment or material furnished or the Work performed pursuant to this agreement. 16. TAXES. The price of this agreement includes dudes, sale,use,excise or other similar taxes required by federal, state or local laws in effect at the time of agreement execution, Climatec LLC shall be solely responsible for payment of said taxes. 17. DELAYS. Climatec LLC shall not be liable for any delay in the performance of the work resulting from or attributed to acts of circumstance beyond Climatec LLC's control,including but not limited to acts of God,riots, labor disputes, conditions of the premises, acts or omissions of the Purchaser, or other Contractors or delays caused by suppliers or subcontractors of Climatec LLC,etc. If Purchaser delays project for greater than 60 days, Climatec LLC can recover any cost inflation on un-billed materials that were either stored or yet to be purchased. 18. REBATES, UTILITY INCENTIVES, AND GRANTS. Unless otherwise stated in the project scope-of- work, or cash flow analysis, any and all rebates, incentives, grants that are earned through the course of this project from public or private utilities, municipalities, development districts or state funding are 100% the property of Climatec LLC or their designee. The paperwork,inspections and verification required to collect these monies are the sole responsibility of Climatec:LLC. The Purchaser agrees to assist Climatec LLC where required by the jurisdiction in the form of data required for the application and authorizing signatures. In the event the Customer incurs expenses related to the processing of the applications, Climatec LLC shall reimburse these direct costs. 19. TAX CREDITS, TAX DEDUCTIONS AND 179d QUALIFYING CREDITS. Unless otherwise stated in the contract, any and all eligible tax credits or incentives that can be earned through the course of this project from State,Local or Federal agencies for energy efficient design are 100%the property of Climatec LLC or their designee. The paperwork,inspections and verification required to collect these credits are the sole responsibility of Climatec LLC, The customer agrees to assist Climatec LLC where required by the jurisdiction in the form of data required for the application and authorizing signatures and/or transfers. In the event the Customer incurs expenses related to the processing of the applications,Climatec LLC shall reimburse these direct costs, 20. COMPLIANCE WITH LAWS. Climatec LLC shall comply with all applicable federal,state,and local laws and regulations. All licenses and permits required for the prosecution of the work shall be obtained and pa-id for by Climatec LLC. 21. DISPUTES. Written notice of any Dispute that arises under the terms of this agreement must be provided to the other party, describing specific details of the dispute relating to changes in Work or claim for additional compensation, within seven (7) days of the occurrence of the condition. This notice must be provided via certified mail. For a reasonable period commencing on the day written notice of Dispute was provided,but not to exceed thirty(30) days,the parties shall in good faith attempt to resolve the Dispute. If the parties are unable to resolve the Dispute during this period,the parties shall proceed to binding arbitration.The arbitrator shall be City of Seal Beach CLIMATECr Install Agreement - I I I Page 4 of 7 neutral and mutually acceptable and the costs shall be borne equally by the parties. . The arbitrator shall determine all rights and obligations under this Agreement and the award of the arbitrator shall be final, binding, and enforceable. Any award issued pursuant to this provision may be enforced in a court of competent jurisdiction,and each party hereby consents to that jurisdiction.All venues for arbitration shall be in the locality in which the project is located.The prevailing party shall recover all reasonable attorney fees and costs incurred in resolving the dispute. 22. CHANGE ORDER (Mid-Performance Amendments). Climatec LLC and the Purchaser recognize that Purchaser may desire a mid-job change in the specifications or scope that would add time and cost to the specified work or inconvenience Climatec LLC or that other change orders are required or request. In such cases, the change order shall be processed in accordance with the procedures set forth in Attachment C,Section V.Item H and when agreed upon by both parties,automatically be made a part of this Agreement. The parties also recognize that other provisions of the Agreement may be difficult to carry out because of unforeseen events,such as material short-age or labor strikes. If these or other similar events beyond the control of the parties reasonably require adjustments to this agreement, the parties shall make a good faith attempt to agree on all necessary particulars. Such agreements shall be put in writing,signed by the parties and added to this agreement using the procedures set forth in Attachment C,Section V., Item H. Failure to reach agreement shall be deemed a dispute to be resolved as agreed in section 21 of this agreement 23. INSURANCE. Climatec LLC will maintain comprehensive liability and other insurance in amounts not less than those set forth below during the term of this Agreement. Such insurance shall protect Climatec LLC and the Purchaser against any claims, losses, liabilities and expenses arising from the Work, whether performed by Climatec LLC or any subcontractor of Climatec LLC. The coverage shall include: a. Workmen's Compensation and Employers Liability Insurance - $500,000 each accident; $500,000 each employee/disease;and$1,000,000 policy limit. b. Comprehensive or Commercial General Liability - Bodily injury liability of$1,000,000 per occurrence and general aggregate liability of$2,000,000 per occurrence. c. Comprehensive Automobile Insurance—Combined single limit of$1,000,000 per occurrence. d. The policy or policies required shall be issued by an insurer admitted in the State of California and with a rating of at least an A;VII in the latest edition of Best's Insurance Guide or by an insurer acceptable to the Purchaser's Risk Manager. e. Climatec LLC agrees that if it does not keep the aforesaid insurance in full force and effect Purchaser may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, Purchaser may at its' discretion, take out the necessary insurance and -pay, at Climatec LLC's expense, the premium thereon. Climatec LLC shall promptly reimburse Purchaser in such case. f. Climatec LLC shall maintain on file with the Seal Beach City Clerk, a certificate or certificates of insurance on the form approved by the Purchaser's Risk Manager, showing that the aforesaid policies are in effect in the required amounts, along with a waiver of subrogation endorsement for workers' compensation. The general liability insurance shall contain an endorsement naming the Purchaser(City of Seal Beach) as an additional insured. This provision shall also apply to any excess liability policies. All of the policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty(30) days prior written notice to Purchaser,and specifically stating that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in this Agreement. If a copy of the insurance certificate is not on file prior to the first day of the term,the Purchaser may deny access to the Premises. g. The insurance provided by Climatec LLC shall be primary to any coverage available to Purchaser. The policies of insurance required by this Agreement shall be endorsed to waive subrogation against the Purchaser, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Climatec LLC or other providing insurance evidence in compliance with these City of Seal Beach CLIMATEC Install Agreement Page 5 of 7 specifications to waive their right of recovery prior to a loss. Climatec LLC hereby waives its own right of subrogation against Purchaser. h. Any deductibles or self-insured retentions must be declared to and approved by Purchaser. At the option of Purchaser, Climatec LLC shall either reduce or eliminate the deductibles or self-insured retentions with respect to Purchaser, or Climatec LLC shall procure a bond guaranteeing payment of losses and expenses. i. Requirements of specific coverage features or Emits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage,or a waiver of any type. If the Purchaser requires that Climatec LLC maintain any special insurance coverage,policy,amendment,or rider, the Purchaser shall pay the additional cost. 24. INDEMNITY. Climatec LLC shall defend,indemnify,and keep and hold the Purchaser,its officers,employees and agents,and their successors and assigns,harmless from any and all costs,liability, damage,expense, financial loss (including reasonable attorneys' fees and costs) arising from any intentional,reckless,negligent, or otherwise wrongful acts,errors or omissions of Climatec LLC including Climatec LLC's employees,agents, subcontractors or other representatives,in the performance or nonperformance of this Agreement. If Climatec LLC or any of its employees,agents, subcontractors of other representatives are injured in the course of performing the Work,Purchaser and its officers,employees and agents shall not be liable and is exempt from any and all liability for those injuries to the fullest extent of the law except as arising from any intentional, reckless,negligent,or otherwise wrongful acts,errors or omissions of the Purchaser. 25. TERMINATION. a. Purchaser shall have the right to terminate this Agreement for any reason or for no reason upon thirty calendar days'written notice to Climatec LLC. Climatec LLC agrees to cease all work under this Agreement on or before the effective date of such notice. b. In the event of termination or cancellation of this Agreement by Purchaser, due to no fault or failure of performance by Climatec LLC, Climatec LLC shall be paid based on the percentage of work satisfactorily performed at the time of termination. If termination is due to fault or failure of performance by Climatec LLC, Climatec LLC shall be paid based on that percentage of work that is satisfactory and for which the purchaser has beneficial use. In no event shall Climatec LLC be entitled to receive more than the amount that would be paid to Climatec LLC for the full performance of the services required by this Agreement. Climatec LLC shall have no other claim against Purchaser by reason of such termination,including any claim for compensation. Climatec LLC may not terminate this Agreement except for Purchaser's non-payment upon an Invoice within sixty(60)days of Purchaser's receipt thereof. 26. OCCUPATIONAL SAFETY AND HEALTH. The Parties hereto agree to notify each other immediately upon becoming aware of any alleged violation of,the Occupational Safety and Health Act(OSHA)relating in any way to the project or project site. 27. ENTIRE AGREEMENT, This agreement,upon acceptance,shall constitute the entire agreement between the parties and supersedes any prior representations or understandings. 28. CHANGES. No change or modification of any of the terms and conditions stated herein shall be binding upon either party unless accepted by both parties in writing. 29. SEVERABILITY. If one or more of the provisions of this agreement are held to be unenforceable under laws, such provision(s) shall be excluded from these terms and conditions and the remaining terms and conditions shall be interpreted as if such provision were so excluded and shall be enforced in accordance to their terms and conditions. City of Seal Beach CLIMATEC Install Agreement - !_ 11 � I IC i Page 6 of 7 30. COUNTERPARTS. This agreement may be executed in multiple counterparts,each of which shall be deemed an original and all of which together shall constitute one and the same instrument. A signature on a copy of this agreement received by either party by facsimile or portable document format (PDF) is binding upon the other party as an original. The parties shall treat a photocopy of such facsimile as a duplicate original. 31. ASSIGNMENT. Climates LLC retains the right to assign its rights and obligations of this agreement with written consent of Purchaser. 32. ACKNOWLEDGMENT. Both Climatec LLC and the Purchaser acknowledge having read this agreement and all contract documents incorporated herein and have executed this agreement on the date written above. 33. APPROVAL.Each party represents that the person that has executed this agreement on it's'behalf is authorized to do so, IN WITNESS WHEREOF,the parties have caused their duly authorized officers to execute this Agreement effective as of the date first above written. City of Seal Beach Climates LLC .. ....... Signature Signature Print Name Print Name jj J Title Title � � %1 Date Date City of Seal Beach CLIMATEC Install Agreement Page 7 of 7 Attachment "A" Scope of Work City of Sea]Beach CLIMATEC Install Agreement—Att A Page I of 5 CITY HALL/COUNCIL CHAMBERS Replace the existing thermostats with an Alerton Building Automation System (BAS). The BAS will be a non-proprietary, networked energy management system tied to the heating/cooling units that will provide substantial temperature control improvements and case of schedule changes. During occupied periods, heating and cooling set points will be maintained with the user able to change set points within a preprogrammed amount. Along with providing the City with additional scheduling and monitoring capabilities, this energy conservation measure will also generate substantial energy savings, reduce M&O expenditures and improve occupant comfort. Replace the electric controls on the multi-zone unit with new Alerton controls. This will allow the BAS to operate this unit at optimal level of efficiency. Install CO2 based demand control ventilation on the multi-zone unit serving the City Hall. Energy efficiencies will come from reduced cooling load due to lower outside air flow during unoccupied periods. This measure will also provide proper ventilation of the occupied spaces. Provide air balance and clean the ductwork at City Hall. This will improve the airflow throughout the building and resolve the comfort issue for the staff members. Retrofit existing lighting fixtures to the latest generation of TS lamps and electronic ballasts which will increase energy savings and provide longer lamp life. Please see the attached lighting scope summary located in Supplemental Documentation for specific locations and applications. Replace the existing incandescent lamps in the Council Chambers with new LED technology. This will provide very good light quality, long life and instant start capability. Please see the attached lighting scope summary located in Supplemental Documentation for specific locations and applications. Replace the exterior lighting systems with high efficiency LED lighting that provide very good light quality, long life and instant start capability.Please see the attached lighting scope summary located in Supplemental Documentation for specific locations and applications. Replace the existing incandescent lamps with new LED technology. This will provide very good light quality, long life and instant start capability. Please see the attached lighting scope summary located in Supplemental Documentation for specific locations and applications. CITY YARD Replace the existing thermostats with an Alerton Building Automation System (BAS). The BAS will be a non-proprietary, networked energy management system tied to the heating/cooling units that will provide substantial temperature control improvements and case of schedule changes. During occupied periods, heating and cooling set points will be maintained with the user able to change set points Within a preprogrammed amount. Along with providing the City with additional scheduling and monitoring capabilities, this energy conservation measure will also generate substantial energy savings, reduce M&O expenditures and improve occupant comfort. Retrofit existing lighting fixtures to the latest generation of T8 lamps and electronic ballasts which will increase energy savings and provide longer lamp life. Please see the attached lighting scope summary located in Supplemental Documentation for specific locations and applications. "A Replace the exterior lighting systems with high efficiency LED lighting that provide very good light quality, long life and instant start capability.Please see the attached lighting scope summary located in Supplemental Documentation for specific locations and applications. City of Seal Beach CLIMATEC Instal]Agreement—Art A ", I t : - Page 2 of 5 LIBRARY/SENIOR CENTER Replace (2) condenser coils with new high efficiency coils of similar size and capacity. Complete thorough check of the units and note deficiencies to the City staff. MARINA COMMUNITY CENTER Install a dedicated, ductless split system unit for the art room. The scope includes the necessary duct modification, disconnect/reconnect the existing electrical, condensate connections, control connections and startup/testing of the new unit. is Retrofit existing lighting fixtures to the latest generation of T8 lamps and electronic ballasts which will increase energy savings and provide longer lamp life. Please see the attached lighting scope summary located in Supplemental Documentation for specific locations and applications. Replace the exterior lighting systems with high efficiency LED lighting that provide very good light quality, long life and instant start capability.Please see the attached lighting scope summary located in Supplemental Documentation for specific locations and applications. Retrofit the standard metal halide HID fixtures at the tennis courts with new generation lower wattage pulse start metal halide lighting systems. Please see the attached lighting scope summary located in Supplemental Documentation for specific locations and applications. Install a coin operated system to turn on the lights for the (2) tennis courts for a set period of time. NORTH SB COMMUNITY CENTER Retrofit existing lighting fixtures to the latest generation of T8 lamps and electronic ballasts which will increase energy savings and provide longer lamp life. Please see the attached lighting scope summary located in Supplemental Documentation for specific locations and applications. Replace the existing 'incandescent lamps with new LED technology. This will provide very good light quality, long life and instant start capability. Please see the attached lighting scope summary located in Supplemental Documentation for specific locations and applications. Replace the exterior lighting systems with high efficiency LED lighting that provide very good light quality, long life and instant start capability.Please see the attached lighting scope summary located in Supplemental Documentation for specific locations and applications. POLICE HEADQUARTERS Replace the existing thermostats with an Alerton Building Automation System (BAS). The BAS will be a non-proprietary, networked energy management system tied to the heating/cooling units that will provide substantial temperature control improvements and ease of schedule changes. During occupied periods, heating and cooling set points will be maintained with the user able to change set points within a preprogrammed amount. Along with providing the City with additional scheduling and monitoring capabilities, this energy conservation measure will also generate substantial energy savings, reduce M&O expenditures and improve occupant comfort. Provide BAS control of manually controlled exterior fighting systems. This shall improve building control, reduce electrical loads and reduce maintenance. -'A Replace (18) roof top package units with new high efficiency units of similar size and capacity. The scope ,vill include installation of the new units, electrical connections, and start-up/testing. Please see the mechanical replacement inventory for specific locations. City of Seal Beach CLIMATEC Install Agreement--Att A Page 3 of 5 Retrofit existing lighting fixtures to the latest generation of T8 lamps and electronic ballasts which will increase energy savings and provide longer lamp life. Please see the attached lighting scope summary located in Supplemental Documentation for specific locations and applications. This will very Replace the existing incandescent lamps with new ZED technology. s provide ve good fight quality, long life and instant start capability. Please see the attached lighting scope summary located in Supplemental Documentation for specific locations and applications. SEAL BEACH LIFEGUARD PIER Retrofit existing lighting fixtures to the latest generation of T8 lamps and electronic ballasts which will increase energy savings and provide longer lamp life. Please see the attached lighting scope summary located in Supplemental Documentation for specific locations and applications. TENNIS CENTER Retrofit existing lighting fixtures to the latest generation of T8 lamps and electronic ballasts which will. increase energy savings and provide longer lamp life. Please see the room by room lighting inventory for specific locations and applications. Replace the existing incandescent lamps with new LED technology. This will provide very good light quality, long life and instant start capability. Please see the attached lighting scope summary located in Supplemental Documentation for specific locations and applications. Replace the parking lighting systems with high efficiency LED lighting that provide very good light quality, long life and instant start capability.Please see the attached lighting scope summary located in Supplemental Documentation for specific locations and applications. Replace the exterior lighting systems with new sports lighting technology. Please see the attached lighting scope summary located in Supplemental Documentation for specific locations and applications. 'A Install (1) fully automated,"Smart,"weather based irrigation controller.This will provide scheduling, alerts, and satellite control of the irrigation system. BLUE BELL PARK Install (1) fully automated, "Smart,"weather based irrigation controller.This will provide scheduling, alerts, and satellite control of the irrigation system. WINDSURF PARK Install (1) fully automated, "Smart,"weather based irrigation controller.This will provide scheduling,alerts, and satellite control of the irrigation system. EISENHOWER PARK Install (1) fully automated,"Smart,"weather based irrigation controller.This will provide scheduling,alerts, and satellite control of the irrigation system. 4, Install(1) coin operated system to turn on the showers for a set period of time. EDISON PARK 4, Install (2) fully automated, "Smart," weather based irrigation controllers. This will provide scheduling, alerts, and satellite control of the irrigation system. City of Seal Beach CLIMATEC Install Agreement—Att � Page 4 of 5 STREET LIGHTS Lighting Scope LS-1 Help facilitate the City's purchase of LS-1 Street Lights from SCE. Retrofit available HPSV existing fixtures with new LED fixtures per SCE's findings after their engineering study is completed Install Photo controls to match LED fixtures that are retrofitted. Lighting Scope LS-2 Retrofit available HPSV and MV existing fixtures with new LED fixtures per the LS-2 inventory provided by SCE. Install Photo controls for LS-2 fixtures as identified by SCE. Cite=of Seal Beach CLIMATEC Install Agreement-Att A I i -: �, -1; - 'I- Page 5 of 5 Attachment "B" Lighting Summary City of Seal Beach CUMATEC Install agreement—Att B Page 1 of 15 h O O h 4 0 cy Ln O O Tc� 00 �} W t n m rn 4 Q n m rn rn M N ri . Lr) i N O ON (O O 4 O 0 O ID O O .__�.._.. Q Q 00 00 00 �D 00 00 n O 4 Q O O O 4 O O 4 0 0 1 O Q Q Se Q O N Q Q m Ln N h O 0 4 w w m 00 to v v N v a N N v v v v rm. m 4' N i Q O 0 O Q 0 4 O 0 p Q 0 O O O O O 0 O 4 Q O O 4 O Q�c7 Q Q O w O Q ,CT1 N LX7 v do N 4 Ln Lr W c0 co in tf7 CQ oc w co In m cq C4 N to co 10 w _..'',.Ln w w `l�Di o0 W lo M _ ._. N,.. N._� -.. Iq N o0 w 00 O O 0 O O O O 0 0 O 0 Q 4 O I Cj O O O Q V V' in N N N N to N N N N N N N N N N N tf1 L!7 p C a LL a a a C a a C. a m a C a LtI J J J J J J J J J J J J a i- w a a a a a CL ! a a a a a a a a a a c E E E E E E E E E E E E E E ^_ ry �o m �o 1 ro m 10 rn m CL ON in N N N N N N N N N N N N N N N £ a a a a w a a ! CL a a a a a a a a v �? °! E E E E E E E E E E E E E E E O u 00 m m 00 00 04 00 00 co co 00 00 m 00 CL N N N N 0 N N N N N N N N N N N -0 00 W 00 co _0 00 Co 00 0 0o m co 0 00 00 6 F- �- ~ ~ F- t- ~ ~ t- ~ ~ y I!, p N N N N 0 N N N N N N N N N N N p _ a c m m m m c m m m m m m m m m m m c D O Li LL LL LL. y ° W LL ti LL W LL y Li LL Y LL LL Y LL p r"1 N N t4 iY�D N Lp N N N• N �p N f+! N N fp N m 'O ,,. OJ •fl p is m t.iv m p in m .... ro via io is •..m rn Vin v iv ....m z Z O' N LL N u C N_ u C.'•N_m u G H_N u C _N u N u.:N u N u N �N u N a • CL a c C C C a'C u N�a,� •C v N M a•C u p 0 - H H p N p �H H p p y. p p O N O •ti^ O a N °N ° MO u N N u N N N N Q �LQ�a N n LL m M uN V m y v L 17:LL Q y„ LL 5;LL al LL N Z J G'} cr N a NI W v oc ai Q a N CC tV N O_” w cC w w w w w x w tC N,cc v w al © cc 1 J � V w 'q' d' U' ri � V 'd' N N � � *a• V" GI' N °�• M N N ,h-i Q 0 h loo ."�LO m a Y m �C.l w m n m m N a w w ° m v L 4 Q o Q 4 0 0 4 0 o Q o Q Q Q 0 O 0 Q 0 1 0 O l 0 O 0 O 0 4 Q w 0 O _ CQ Lti Lf'1 Co 00 Cl Ln Ln C0 W W h N Q N ..i..�m N lI N N N m m N N N w N N Q -Z w w w lf1 N w w I o0 00 0i w w w co �j Ln m N N N Q N N e-I .-i w N N 0 4 tO�O O 4 O 4 O Ci C7 O O m CA 0) of to Ol Q1 Q5 05 0S 01 0) m 0t Ol 0) Ln Ln Ln Ln 'n Lft H in Ln Ln Ln tt) U'1 Ln Ln Ln Ln Ln dT h E 7 w cl' a7 Rf' .-f H d' C N N .--L Q - ai I ° m C LL. C 3 3 3 76 3 3 3 3 3 3 3 3 o c m p Ly m m M Ly m M �m m N m m m M m N ti O a u m 00 w 00 u 00 00 w 00 m 00 w 00 00 00 m u oc X V a0 m ry m ry m ry m ry fo N m ry N m tf1 ry m ry ry m ry N m o4 Q7 �- m m m m rv - 3 Ln N Ln M m m m '0 m LL io Ln LL an tL ra u. m w in m m LL m LL '° w m LL m L'- m M '° Ln r. uj d LL y 6u tru cru LL arL trc�',... tr u cru u -.0 u cry try Qu_ tru u ci .. a• a a a a" a a a a a a" a c Y '6 u 3 0 0 0 0 o u 0 0 i' 0 a 0 g o 0 E 0 0 0 0 0 0 0 0 ; o u 0 CL x — a tw } ai t Y aT c c ii E C v u v 5 E u v t5 `u E u u v u t t E is E m N v a1 u at u al u al U N v a} V a) ut al u Q! V y u a1 u a/ u a! w al [J t.. °° Cp ° :¢ v v � ° v v v m v EL a m v J ° E o0 J J al J al N al a) N Q7 'p C N N N £ N N N N x N N N N N x E J x X x X X x x x x X X J sJ-+ yy� M N V rf' ti U' V r Ir V ..{ T cr V W u N N N N N N N N N N N N U v v Qj ° u u v c m E 3 ( N d Q Q 4 u m cc o g v v m v c c i c c i u c u CJ cu u u b cai v v u u u v ii i� o .. E to E E p E E E a E p E E E - p p E E E JE E E m E E E t w - a -C c[ c[ o cc cc x cc w as m 4 o sn - te N m m v Ln w a Ln Li m Li I.-+ "' N m 't a7 Ln +-' w h co al 0) a .-L a ,-L m .-L m H m H m m H m m'u s m 4 m 4 m m # m ac a t ai m Lt' r a d o o tc p cE p a p E �.. __ .. a. _._ _ - - _ - Lr) LU 00 1, 'T ri 0.0 n 00 In N In In m ITO -T- 14 00 0) to -1 00 r, N pp In co -1 m C) O C C7 CD a O 0 0 C) C) C> O 0 0 (D 0 '5 0.1 C:) ry r4 0) CD co 00 r4 00 1 0 00 4 It N Ln H �i �T CA v r-j -1 r-4 q cn Q t01 C> C) C:� i 0 0 cf C) CD 0 j--O 0 0 0 C) 0 0 0 a 0 ri —1 In In In Iq cc� 00 cl� ofl IT, H r4 " m "I N ('I N 14 ----------- Lo y V co 0 � " N I* to W__., o N N C-4 1 4 C) CA tD - 00 cT St IT 10 In 00 Ir N C N IT OO 9 N rl -! q 9 9 1-1 -1 N C) C) q q q q C) CD C) CD C) 0 C) ci 0 0 0 0 8 NN N N N N 14 11 N N N N N N In *s 00 IT IT N V V V -T d' ("I Q N at 0 0- CL Lu 0 - - - - - - - - - :CL- - I a cc m CL CL CL rx 0- CL CL a 0- CL a CL CL CL c E E E E E E E E E E E E E E E E N ST N N M N IH 14 N C4 N r14 ri r4 H i C Ln CL a', a a C'l a Cl a' c m 1� 0 E E E E E E E E E CEL E E E E E E m m ro 4� rn n i2 -T -E T .2 -T 0 00 co 00 co 00 as co 00 co co 00 00 00 co 00 CL N eq N r,4 " N rI M r4 cu p 00 00 00 00 00 00 00 00 co W m 00 00 00 co 00 F- F- F-- CC N r4 05 IT, m m rn m m m rn rn In m aJ t0 m m m m m m m m m m m m m I, N w 14 f, rI u V r4 u N u N -f N u "I I, 'E 'E LX C eL E s I- E q. E La- E L:,- E 2 O ` 2 2 2 e 2 2 2 2 2 2 2 N N 'a u N t C4 U N t t N t N t N u N t N t t N t N t rq m IT, m O m m m O rn O m O m rn O LL 'n -2 m -T m w w cr cu w w cr w C.; (U x aj� W, w w 0 w w w w w w w C cc C,: i w m r4 -1 rq t? T In In In In ti In '''o 0 00 M �o a, 14 00 �o co 'T CD cn ID o rn fo m C4 - o to m " -1 C.0 m In ----To CD 0 0 C) 0 0 C) 0 0 (U 00 0 0 O 0 0 0 0 i m - - - - m Lq Ili lr� Cli 0� ol� In co Ln C* CD 0 0" lz 0" Ln m V r- 00 In r1l 00 In ri a) CA rI r, to IT, In N In In Ln m Ln ,o O O 1-4 CI CD 0 0 C) 0 0 C) 0 0 eq cn 0) m m 0) cn 0) m kn M x Qj N......... Ln Ln In rn Ln In Ln In m U') m In rl N m Lo rl i 00 ........... y 'E C 2 0 Cc r,4 r-4 rq "I "I C,4 r14 M 0; ILI w w m In rn m m In rn m 00 t v t v x yi F- . 00 CO 00 co 00 00 00 -2:00 m ci UJ rq C4 LL m m m en m m CF m m m 3 ii v v uj III, CL Ln j u m m C: Cl In CL C: CL a CL a a a CL E- C. E CL E: ci '10 �: 2 M F- M m 0 2 2 3: 2 3: 2 2 21, " m - �Q " .0 E t E t E t E t E E t E E U E t E tl E t M- M M- M- to W CU a) 07 W (U w C) W� w 00 zi J Z I N rlj rl r4 r-4 r"I X X X X X x x x x x x J J J J m x T 17 V d C -ZT c7 ti uj x x x x x x x x x x x Q - A - - A If X X x x X x x co ............ 0 0 a c E Call a7 E US jw_- 0. WE E E E E E E E E E E E, CC m cc w cc cc cc C4 CL c cc cc w w cc cc cc 0 > w C: 4-0 :I- :J�! --.. A g i . 4! 1. t, U& t < X Z51�E 5 'L rI-——------- ............. Nm m Ch rl �Lo w m O O O O O O O o O I O O 10 O o (O o O O O s Q ' O O LD to ® O O h d. r•1 ION rN-I `' ION h h L< m M .-i lC5 m m rt C' O N lD Cft O_.._. a O.. .- O Q O O W W O W p O co ao no .... ,CL31,m t m .--i N N N M N N V a) W cc of h ao a0 W m h '7 00 tS }�, N to x-i N Ali t� rl N H m .--I h N m o r a y d N o ry ~ o O o 0 6 0 6 6 0 0 0 0 0 0 o 0 0 ° � I LL o) O Qt p) Q) 9'1 a) Q) o7 .--1 M M En M 61 p I N O N ,1.,� tfi u'S ul tYi N d' LL N y w N i11 N z11 _. ( E o tC o o a F- z t N1 c _ _ _ _ _ _ _ _ �d E Q W yOj „. o @ N c m m m m m m m m m m m m m m m Ln O v a m w a v v v v a E v v E E me �y x x x x x x x V `u u= 4- zi 4- 4=. v-. 4= w G=. w- 4=. «,- �.” 4= 'v- Y o 00 SZ. @ O O O O O o O o O O O O O o O o O N 4) p a a a a a a a a a a a a a a a a O o 0 0 o O o O '..o o o 0 0 w O 0 O W N a c c c c c c c c c c c c c c c c w ' ra O o a o 0 0 0 o a a o 0 1 0 0 0 o o 3 y S a a a a a o a a a a S a a a a cV m d f4 p Gi O o Gt D C3 Gi o D a O o O i.. r r z Z z z Z z z z z z z z z z z Z O 0 cc r In G) ❑ ❑ ❑❑ a ba z p ❑❑ ❑❑ ❑❑ d O d D N N O E m �eq❑ ❑ ❑ d d ❑ ❑ ❑ cc z -, o v cc v � •'J ,CY tD e-i N N '.ri m N N N r-1 N M N �N O m '';N I N m I M c0 M m ' T O O u1 O d O 7-+ h m o ',,N �h O tt) 1"'1 O 7 N Go m m V C� N6 �Y N0 h I m m b Co uO y o O o o a O ') O O in o O :.. O O o O p O p W o p ' o u) u ad cl I W u) m a0 u u) u) 0 u m O N t+ m 't m m u) 2 f11 ri N N 4 N N rl '.,.,v-i M t MI N St ri O "t o) oo b0 7 h IX W O�� 00 h N m h —y r N u) N ri u) h N r--Y j H m N h +-i m h ay' m O m O .-1 .-i O .-I .-1 rt e-1 O .-1 .-/ O N `i o I 1 4 m O o o __ O O o d I o o O o O o .-i o N 0 w 0) Ln In to e-i N N (ri M N N N .-1 N M N m O m 0 LL d G N 0 3 3 3 3 3 3 3 3 3 ' 3 J = c N }c- CC .rt N N N N N N N N N u` rp N N N fV E.: m G. m m m m a.+ m .,, m ,a^, M a.., m m M m +-� 'S m .r., m .� W ai o0 X d W i+ m m c° m m w m °° m °° m °� m °° m c0 m `° @',...a) m m m m 'I. E m o E- m _ E- _ F- H _ 1- _ F Q A roa- F _ °h° — H _ °' w O �. w N m N N m N N m N N N N E u N N a W N m N m m m O M N t' J A tmi A W A c2 A W A w A m A w A u. -a m G cmi. A cmi. A C3 +.+ A W A 11O A = 43 i u u u u u u u u v,— O u u ±o v u Y 'Z3 o ❑ 'U {L' OD c a'c "c 'c 'c a"c Y 'c "c o'c.',o u c d'c —° @ Y 'c d'c ua 3 m a i a g c o x a 0 0 o a ; O o 0 3 a, o o o A o o -o E o .1 p u E u a u v t a u N u a v u E t y tLi E u w a`u E v _a 3 °o E v w w w w w w w w w w w J w J w w J w.J w J w J w d Oh � J w bD N N N N N N N N 3 N ',,N J N N E J J C HX X X X X X X ' X x J N X X X X ,,,rl r1 N x x x r� x x x x x m x x w x x Ct cL u ^ N ri N N N ri N N ri X N i N U N .-i iJ W J L C, u` o c m ° m © o m a w v 3 o cc cc 3 v m v a 8i w `w c c D L a u > K m I m A io E x w u. x c x .p s _w 2 m t s ii s oo w o Q v w o d`•4 w E m E E E m E E Y E o E o E ° E u O E E E E > E E E E E X v cc cr m ?� a rc rr E O cc � o n rc cc cc w rI o O w a X m w N N O x c 3 w a 0 ° xcNU mov u A t c zs u w rJ ohm > A _ m u) O co h w W w m N N ,Z) N c N N O fl „�,,, N xk Yt m sk E',..Y'k p w " xk # u 7'L OI O a O 3 a x # m r V _ a-f oe p s _ c oc c o:ct y a N <z',-- m . GO e-i c ° c E _ -__._ m .0 N O u7 O O o� oD C' W O h �t " oo Cn Ql cl m Lll ri m �G n m o .. O 0 h o In o r m m m LD to 0 0 0 4 4 0 N cv v o v 0 N _ O 4 0 O 0 O o 4 O O 4 O O O d _ � m N °m o ry N ;o o a N Ln m , 4 4 0 0 0 0 a o 0 4 '......4 O o a o -C 0 0 a 0 4 Do 08 a O O o oo O O O O 0 o d ?3l p L+1 co N Lri co m M tt Ri' C tt m '' ':.N �T Ln r4 LD oD co .a' C' N N N oo 0o N l' N l6 1p tD O }J, V co .-� C N ly i.y a O N h m O LD LIl h m m m O d C..... O ,tj O_ 4 i CY O O a o 4 O O O a„ m N N O o a dN Co NV _ ^r-4- -r4 r14 r4 r4 C! A, � m �, � .,.--------- a, v W cr d a. n. a CL a a a Q- a a n, n a a m F cc a a a CL a a a a a D. OL a a a a LA c E E E E E E E E E E E E E E E ❑ m a m a n _ Al m o m _ m ±o m s a s a CL O 77 '. N N N Lu m E E E E E E E E E E E E E E E E E 'ate+ sa m to m O O m N 3 3 x 3 3 x Yc 3 3 S 3 3 3 3 3 3 0. a oo cc `"' oo W `� `�' oo oo oo 00 G9 C'o 00 i74 co oo N N N N >j O N N N N N N N N N N N ('� Q o0 oo 'O oo 1p 'O 9 w W oo w "O oo co cc co co Oo o0 y N N O N N Q O I N N N N N N N N N N N � m M c m m c c m In m m c m m m m m m M W LL O LL u' ++ O O D W LL y LL 41. LL H LL W N iD N@ N d,► f4 ',.......�,m V m p V iu V �v p m V m m m p Via V m mi m m V m V m iJ t+ N V N u N u N u N u N u N u N u N u:N u N (,! N u N u N u N U C C C c C c c C C c G C C C C c -2 R" o. O -H O •"^ 04.`�. D "`-. O "`^ 0 � O `'-. O "" O..�. O `". O.. 6 "�,• O `°. O �, O N .-i x-! ri �y.e ;rl N .-1 ri N ''�.e-1 a-i r-1 ri .-i N N u N u D N N t.3 D D N V N U N 15 N V D N u N V N U N U N U N u N V 4+ ap n v ri a Z ' v l A Z z w w "l v "7 a ^ v m a m A ^ v' ^ al " d� eLLt N cc..._aj D K w tC w D D cG a7 cr v [C a D' a D a w v [Y w cc w Of aJ K al cL of OD J �-1 ry ri m h h '.N-i rNi tD ta ,,''oo N ...0 In 00 00 00 ! G }� {Q 'Q .}C al o m N N q,, LD N O f1Q O 46 " N rf LD OD cmel '~ cts v i-i ,-i m ft Lo LD lD'71 m co L 0 i o 0 4 o O 4 O pp 4 C, O 4 O o0 oo o O oD o O d O O O 4 p ° aoo in ° m m c <t m a <r 0 �i v ; ti ti ct ti r r N Ln °N° N m oo o o Lr I v-IT ^' r+D M n v h h h at 0 0 O 4 4 O O O O 4 l 4 O Ln Ln In V'C C' O Qi Ql Ql Sr",Lfi .� j Ln U7 ill u7 U1 L Ol M to Ln ;T h- CC ri N ri m h NNtD �o N C LO oD o0 47 O------------- IJ LL t° ry C) 0 3 3 3 w 3 3 S im 3 3 3 3 3 3 e4 N N N N N N N N N N N N N N N L,LJ � p m m v M m F- F- m m m } m m M m m m m V F Oo co co Oct N LL W �.. c4 a7 •+',W �",L>_ Do a-� oo ++ W 'a' W �' 00 a-' aP y.. W X co Uj }- co I- m H ca H rn al N N @ F m'.. ar H ro F- ra H m rj F m al O N N N = ?�' '�.N N i4 4o N N N -'N ! bI4 N N N N N N N II AJ m (D m is m m m m@ -w°. N`�. m m m m m fal m@ N '� m m M m m m M m m m m m m m J ! W So LL t�1 W d LL 1J C C LL n LL .D LL �'.LL M D LL -D LL 'D 1.1. 'a V- -n - .D V- ,D LL �a W LLL u u La. u'-u u La v u Ll v cr o. D: a u u a a. a a i u �" � c c to c c !o � � � c E c c� ca y °•.E °—''c °•'c a.c °•'c °.'c °-"c `o O O'. O .F O a ' O O Y O! O a v O O O O N O N O O LL �. X o O r} in W 4 tr'j M w in J " E a E E v E v ° # E d E E Al E v ° E t E m E � *k E E m E v E a, �.y m �n — ' — 3 cn sn y� �n �n — vi in ._ V C J Q! J 91 "O N J 03 J Q1 J o1 J i1J J Q1 J N J 0} J Q1 J tl! J O1 J N J All h w N N E N N E E ''. N N N N E N N N - x x x x 3 3 x x x x 3 x x x � x x x x 'v C' �1' J �I� V C' C c}' [t u tlJ x X x X D 4 IA X x X x D X x X x X X x IIA Q. r-i e-1 N r-1 W e-i ri ri CL H N w-i ri It C @ ry O O 'N'• O o�D M c ! c u c m v a v v v c c o o o > ° s O bil r O 1 Ql u 'd i� o a o E AX v n n a vl v +01c, sl G .°DI c c5a w o M o E E E E E E Q E Q p°`p s. E E E E E Q E C E E ° ~`pp ti E o E E E — �. a c E E r d cc cc cc I = = E cc .� cc O '� cc rt m w c Dl c TS �'l h oo Dl o c N o m v a v E Ln D o!r. 0 3 N N at N O ff'i } f!1 m :� m LL H t-1 H N N N N j N C LL M +' M m M II 4 o xk c xe si o o u = 'm _ 'n u u� -c o � '� ++ c it o w cr o: c �.n_�-.o; co C] �,_�..._._ .c � c:.m m a m CO Lit x v'c, D I� LU M 'o � \ \ \ _ cu in 14 : 1210 5 :5 o 'rl ci cr. ui 0 :'s E � � 2 \ 0 C E Cl 0 (D co co_ \CL u i2 0 s 2 i e � � C3 CO CD :3 4- o �/ �q p 0 LL. �$ / \Lij cc =s; CL I Ul. a) 0 11 ..j Ul �i d. 'i L: 0 0: c x .0 X \ k UJ � $ ,) � _\ m 00 #t. . u}i co In Mi L n v O C7 C t M OJ f p N N N N N h 'S N ri rn ri m N n 1 Lf } f N ry N 03 ri ri N N 00 N LD N N N N N to ''. N In Ln 111 N 00 IT cry C3 ci C1 c7 •�' V V In O O O O t3 O 0 O O Qj ko Ch O oho 'I.LNft In O m 4 O ti N .a-I b Y lmG m N 41 c-I 'ii N iy V ry .,� n '':c" 00 Q0 CI f70 ^ 4. O O O O Q O O O 'O......_ O Q co ce} 00 m w O N tt} LIl G9 `-' Lfl U'1 tit'} M M N N N N N = N IN 00 W w LO co.y -IT IN LO 00 N--- N N N N N In in �T C LID? N N x-i t17 e-1 N N Lc> co X O o 10 t7 O O Ci ''....IN O O N N N N N N N N N Lfi N-__.� N Z3 M tJ. V V V V V V V V m ci M m m M M -- ----- -s — c a CL -----� ----- - - U cit d O. ti d 4 LL d 4 f�''0 (moo f4 ujdC O a a a a a a a CL L a �' 3 3 V1 G E E E E E E E E o° E Q o Q Q O ''1' ro ra ro to f� N ry iv Qj m M m m m Q. O N N N N N N N N O C7 O L H L t x.e R ri v v o st aj .n a -0 0) .a G a a a a CL a a a m ( m -0 =1 'O -O m -o 'D o E E E E E E E E N N x m x X x X 0 `u co 00 co m m 00 00 00 Y Y �Ln o E o E o E o E o E �' N N N N N N N N {{ L m m m L m L m m m �tUr C1 co 00 cc 00 00 � co co o �o � ' o a o -o o � o O a y. w N N N N N N N N V W m LL w III m w ° a 3 L 3 C 3 L 3 L 3 L m N � N co �' m N m �^� W �W ' Z N Z v ?` a� Z ai Z na G) Lo m v m m m m m m Q E ' E' E E E : o a .0 rs m .0 0 n m f. +•� N U N U N U N u N C a t tH' Q"•L+tn.+ Q L to Q m � \� � o Q O so ea H - N o N N N N N N N N N N N N N N Lf't m m M m M w t+ bn m a m m a - m n m v m m v m m m _ u u u �i u ui u _ w� LL cc cc W 1.1 LL GL J J C Z Z 3 tll OC ail 0= N i2" dl Q' W:<Y v d' QI tX 417 tY LC �I.CC Z Z Z Z Z a J •7 tp tD V m i m M Ln Ql N 00 V `•Y V V V v co = Ln ri [f O00 N L Q N U Qh QV 00 m M M V to LD h ri w-1 a-i M m M M m CD h W LII M x--i ~ N N CY lIl �-1 t+t fY N' N N N yy Lit 1. ..... I. N u I O Q O O Q O O '.O W aei O co W Q IX? h h h h 1�• V+ O W Ln Lf� al Cl M m N N N N N 00 0 V V D h h h h U7 h IN N N N N N 0 to M LO h h h W .-i N h m m m m M h > Y m m co tb m W W Lp F, cc c o o c3 0 o ci o ci y ',,,I't' tT iT fh {T Q7 �'Qt m Ot O Q Q 00 _- co co .w..._ G Ln L(1 Lf7 to to U'1 Ut tYi N ti d C dam' dam' Q g rn N 00 v 'T r. M E IL m _..... E `o Ln td Q CJC L c 3 3 ry 3 3 3 3 3 = ao c° QO c coo IN m `^ m m m m m m 3 v 3 R n i W '�, h R H m N m N m m m w� v F m Y of 3 v Qv L O m Lm um. fl W .0 LL IN Lm LL 2 LM Lm = L m S S C! x• W m u_ La LL u u u u u u m " m m m m m m m m w C1'C C1'C 'E a'c C%'C d'C ti'C d'E v m m s' �' m x M m X 9 Y o` d x OQ 3 ° 3 0 a 3 0 3 Q 3 0 3 x 3 2 m L 3 0 0 @ o a m o o 3 c it. C E v N u E v E v E u E u E E '( = 9 s w s E Iv G C J UJ J (U w -L tU J N co -t N -J tll 10) L O L O L O GM N N N N N N N N E y 4- J 0 _ N x X X X X X X J -' V V V V V V V X J J m W sXI rxi X .-X1 H N N rXi n• ti !,,,,,S N r-I ,y e-i G QU! G o v 0 m o a g {g a� olt an •c c C •C Y CG 'O 41 ti 23 C c C G C to 'O L cc a� ar tU N m N � u In _ C `p E E E E E E E E E E E cc E E Ir w m x CC D_' CC 0= w O cr 6' h0', .L m C O C Q C c-f C N 4 M 31 v u Y. .-I 3 N m .c v In I w h a� rn .-t .-I .0 .-+ _t N '-' '� $ v w zt x x�t o sE -° xt �u G l"I L Y u... __ �__._. O _ O �• O cc O O,, O O OII Ln L r ov m d Ln 10 cc ,.,�',� O ' N f N N Ln O O O O I O em YO O O O O O O d O O O M m to n d s o In to o en h to N y� N m N 00 N L N N ry 00 - Ln h u+ ¢ N a-i .-I N of ka N N CS4 C i O O O O d O O O O 00 0 d O O O 'W 00 O m P W to to m m m N IT 3 I'3un t a} a h N 00 m 0000 a5 0000 �o O to V p G X u m GC p n a o_ a a m Q s W J J J J J Jc 0 ( y. 0 v! C E E E E E E 3Qyr m "�' la 2 ra M m t0 O CL O Y Y N ul N N N C Ln cr O U u d vl d. 6. CL CL Q N $ m m E v E E E E E t+ H ro ra m m C m Y .O N I-Q, N p N N N N N Y O Ln 0 Qi C•S Ci LL C LL mLi_ W Li LL i. :.. J to n H O d Cr. N N N W — p J QI J _ ci y G7 f0 Cj V 9i III O Z N U N U N U ry U N U ,t.. p D` 'p y O a p a ao o . o - o ` o � C H .- � � N Ln N N N N N N N a, OI to O tic J J LL. N Z LL N LL N LL O} LL w LL N U7 N C � -N N — N ,N w i..may �Z - Cr N CL w w N K Z to J 3 c m o cn a _...__ Ln 00 h '�.v-i at h h i-i N W w 1!'/ ice.+ X Ol Ln m. s-i ''i-I N N a-I �-i Iii c-I t0 N L ts co i. O d..... O O O O O O O O O })O O O O O O O O O d O 00 a 04 00 u't ut u'7 Itt cn ':.so ut en ut m m m m N si N N N ri N rI ri a m m 0�0 0�0 0�0 0�0 10 m ui m N *7 l0 ri d s d O -d O o Cr C.3 o O I.-f d 0 to .. tDD to Ln .u'I-i � ' _ L rn Al G.t 1Z � f lD ID m 00 N N N N N i N O `y O�G E vl O o O C �yK1 W r ai CL 3 m " O Q fV 'O N N N N N S O 14 $ m LL m m m m tg m C CD (D co u a u N m 3 N a N ry m N m N C] tmi. d In LmL .Ct X1 emi. w .O tmi .Ct u !0 to N m V w }i UJ N tB u U u u U U p © Q�1 @ lJ Y@ S. ,O W i �, O C C3. C U C 't C O. C D. C O_ C — S = •O C j .a C `p G1 CL x dt! 3 0 0 0 o p 3 o m p o c o s iL C °p o E u v u v t E u E u E u v C u C C C C C E o E o t 8} U N N N N �J 6} IJy 9! N N �?, O v! p 0 t10 _ J C F� jt •� aJ-i CY J 7 a-I tai co i� X X X X X y1 'Ln V1 U W Ln. ri N N N N s-i p, CL t!? U E E E p N O O O w Cc 0 �u co 00 M O O O O B C i U 41 O x m 'o E E ° � a 4-- =a� L rco $ O Ir cc � cr Ir s cc E E i E C m T3 LL N m v In 19 h op a, 0 a+ u u st u u u xa n z > co 00 oo 1�D �T LD oo C) Ln co It co ul C4 1 114 m Lm co ro m rq rn Ln Lo 14 ID LD rn Ln r, I h oo r, oo t" In 1 r, h q h h r, 'IT O 0 0 C> O ° 0 0 0 0 o 0 c> C C 0 C) co 'n co 14 In 114 114 'o rI4 oo r4 r, 0o d oo Co 'D oo Ln r, i oo It �o cj- ko ID �o �o m C3) --------------- 0 cy) 0 0 m c> a) a) 0 CD O o a o o 0 a) (T m ;a) 0 a) a) C) 0 o 0 o 0 C, m c7l C) •2) 0 Lr� o m m Ln cli L'i c "I Lq LQ L11 Iq L'i w7 LQ V1 ai ai 131 zz ra Ln a) r, (3) 0) lD 07 ID 0) H N r4 N N 14 N 't Ln 11 IT co lD ()o oo q oo N oo r, 'Ir GT In oc 14 oo -i Llt Ii Ii Ii 0 H H - q q q " o 6 O q 11! 9 O O C) 0 O c> 0 ci 16 H O 0 C) 0 0 0 0 o 0 Ln m m m m M m m m ;m 1,4 tN <-4 Iq N rq Iq Lr) Iq H Uo tD io io 10 Lo w ID 'D 'r 7 'IT -ZT T 't 't 0 a. M cL ce aj m m a- M Q. cL uj c� cL c� D- cL cL a cL I I - - - - cL - w E E E E E E E E E cL cL cL M cL cL a_ E cL Ln C m m m M M T M i2 E E E E E E E E 0 m 2 m m - m c> I CL I rq N m Iq a a cL a v U cL C. cL 1� E E E E E E E E a o o a n a c. cl .0 E E E E E E E Z3 E f2 T �T -T 0 -,o 6,0 3: 3: 3: 3: 4 4 w ac oo oo co co Ln o V . w >, w CL oo "T Do x oo x po oo Do oo x Do N N Iq N cq may. F- I * r X F- K X P- I-- x oo co oo co oo oo 0 co 4) rq X " x t LL rq 14 C4 114 N N eq m Nm m m m m m rn m 0 -4� —M M M -45 0 v t m c, V U V u t: -o -a ED m z m o m -o z z In m y In L, m M U,04 �4 C4 14 .I,- fn L tkO 0 a c M c cl c a - oL E .21- cx c. cL•E' cL'E -E 'E LD-'E -9- 'E > .2L'E 2 -- 2 2 -H 2 -- 2 2 0 2 2: 2 2 2 2 2 2 2 In t m 7u C'j t r,4 t -u t: t 43 m oj m " U 'm 'm t5,m, -u "o t fn , m m 'I Z 41: (u z o) - 11 fr - , -2 m ID 0 w cr w a) w: aj Q� w to S I= w of w:w aj a: a) m w CD cc cc Qjj w w cc W, Ell "0 (n m a) m N C) m m 'D m ID w i 0 to c> ct:, IT I- a, a, cn S, D 00 oo oo to ON DD oo N N L 0 C) cy) 0 0 a) o 0 0 o 0 C) 0 m w c:, c� 0 cy) o o 0 C) C� 0 Ln 11 cc" Ln 1 a) Ln �n L'I "I Lq Ifi Iri Lrt Ili '7� Ci I" m m r, (Y� � a r 10 It 0) 0) m a) a) Do oo m o Lf) Ln M Ln H o 0 Lr) 'r m Iq In a) -M N m a) q 9 6 0 0 0 0 0 0 o C) o 0 0 C, 0 a) a) a) m a) cr) 0 (n H Ln In M Ln Ln Ln Ln LD Vi m m m m m 1-4 :m N m ID O C 2 c N 14 <11 cq Iq 1'4 rj rq Iq m m m x m m m m m m m m m v m m m V V m < m V oo m w w oo oo co oo m oo Do F- P !:� p m m m m P2 m - m Ln Z m -F. m m CF , " -,;;�-q " = , = = t,- - N!" m m m " m m m m -F. r, -�6 �4 -F. -,i M m -a -o 4:� 1 m m _c I m I wo m _o m a a (Y' _6 m- "I uj Q u -2 m u Q u Q Q u Q u U u Q' 1! - U 't� L: u 'F:, 'E 'F 'Ei 'E 7 -E d-E F- ci Z ci'E ci'E 'E -S o CL 40 C� a • 0 .: E . If x u u u Q u 2 © 2 3 2 -u 2 3 2 3 2 -�: 2 2 2 N t E t E t w -w F- t E t E -u cu t m w t a) U. C E t5 t yo u w: a) Q, v w v w w w w - w u aj o (v c -F, w:4 z - Z I w (D 1 -4 '@ '@ - Z 75 Z - -5 bA It It 4t lzr Iq aj C4 C 00 in E x x x x x .5 4 x x x x x x x x x x W -q :It �T 'Z 'T "r 'r q �T I �* I�t �r x x x x x 114 C4 j 14 14 C4 "I z u- u it cc cc o o R o o o o 0 c c> o 0 o o -o cu E u It u m cc cc a) a� cc o (U :, B B �! - !! B B E w w m (u o -U s- t �5 .5 ti L? E E E E E E E E o E E E E QE cc cc c� 0 ct: cc cc: cc H = E t - > w 4 0 rq o cc cc cc It cc o > -a .2 m L6 ko r oo Ln o > V T w Ln c, -i6 , , -Ir 7k - A -L x cc w cc 4E -n. iE ','2 ine o —--------- ' co W O 4t y O V IA m Q 1 0 o N 13 0 Y � v Y r-I ;•,r �t Qt DS Q r-rF C U IT 3--- - a o c je_ U r .LL cr LL � y tr a O ciE E a = a a +? E E 41 O `uIA w CL N U N 97 y N N o w u N Iq': W 1.2-'E 2- C {� p \ p L N N C 01 63...LL' v � •� �� �',,,,N N it N Qf W Ln N Of co 4. N _ L 4 ... _�. x N Y � O O CD — u �.... m � Irn rn Y bD O O c N O co GC N 03 a, v LL r� W OC C 00 w x x _ e�i N G US m n m a > o ;4+ o E E - •p n N u W , d n n m 0p 00 rn m n n o cr ` m T w n .1-L S In Ln o m ry m rn m O Lp } �± e-I to N H N x r y>y m m N O O N O i O d O d W' N O O O d O O O O O O O O o :'~ O O O O O O O oo a m m oo N o n rn m rn v� i m c m m m m 0 � vni [q'i rn In 1 i . m m ri N N N N r, N N ri m m W iD Q. H C i O O O O O O O O 0 i 0 O b O O O O O O O O O +� . O 0 O w w 0 O O O I O O b w W O ''....O O O O O O ,C O h O O h h h Ln to m L'i Ln Ln h h vl '....Ln O O d tU Lp Ot x CO n v 06 06 06 m a v 06 co c J c r1 ,l? v Cf 3 0 "7 w V a d T 00 N u7 et DD tr GT Ln 0o 0o m co 40 Ln ° N m v oho 0`00 a M 2 x h O O Ln N h d O O O ri N r''L m N O O O O d N Qi O O b b d d 6 O 0 !0 O C O O 0 O O O ri 0 .._.._....... 4 W - N N N m eH b' C V i dN' �N1' 'S V N NV ENi' 7' a "t a C rn { V 3 sI a c .c W o 0 cc p v n. n. n. u a u a 0- n CL a a a a a_ m a a a LLI N J J J qJ J J J J J J J J J J J J J J F- r v CL CL o. v a n Q CL a a a a E CL a a n. a a a a c a E E E o. E E E E E E E E m E E E E E E E m J r0 m m m ro m m (v r0 m m m E m N N N N N N N N N N m N N N N N N N CL a a a a a a a a a a a a a a a a a �.+ o E E E E E E E E E E E , E E E E E E E m m a 3 3 3 3 3 3 E 3 3 3 3 3 3 3 3 3 3 3 3 oo oo oo E co oo 00 00 00 00 00 00 Ln 00 00 00 00 00 00 00 CL N N N m N N N N N N N N x"I N N N N N N N y p 00 00 00 00 00 co 00 00 m F - - oa 00 00 00 03 F- H 1- t- H Lu I I I I- CC y N N N N N J N N N N N N N m m m .-+ m rn m m m rn m m m m m m m m m �_ 0 LL LL w+ LL � LL LL LL _ LL _ LL n..r LL �::LL r�W LL 41. i-1 LL LL LL I LL LL Lt. 41. •M N N N N w N to N N -M; N N LSO m N v N t9 N m N f4j N _N N N t�4 N ro CJ t0 J � m m m ro V m i V'FO 70- m � m �m.d urovmvm'.v m v m m a q n c zo � .o .o � .n q m a a a 0 q 4. 61 N N V N V N u N N u N V N U N u N V N u N u m u)x N u N u_ N U_ N u N _u N u N u WD Q Q 9L 2_ f1' q. Q.' Q GL' q.' S' d' d' Cl' 2-'E LZ'= Q C 9- EL 2- G 21 = E C G C V C C E C EI. C p °^. q q '�.. C, p e q q q v. q �-, q ^s q :. q'..`-.. q �.. p G q g p e q �". O a-i H N H e-3 a-i sn ri •-L a-i ri ri i-1 r1 N I H a-i x-i r1 ,; .-1 e-1 �-1 N N N N +°' N N m Lft N N N N +-' N ++I N N SJ U t} U V U U 11 U u u V tJ �J V LL a: LL m_LL.._� LL LL LL v LL T LL Q LL Ol ti .:._J. LL LL a m a a v N� Q) Lmj_ m m m m m m m m rn m m .-i m m C K N LL' ai C= a7.K s1 D; a) 4' at Ct N t1C N ct a/ cc a/'.....L'C. LU K a7'..,.G; a) O! N K N LL 0' CU J �* 00 I •� syy N N LD N N h- ti N N N N tp .....__._.... _ _._..__....____. ......__-. N _.-- -------. rn 00 M'C N N ry p [cc- E � p00 x W O Vi O O O O d O O OO LD LD _.. ..._I O d o d O d O O o O d o w W O O O d d h O O h h �'�h n Ln Ln to N Ln h h Ln to O 0o v a o0 00 0o m m r ni v a 06 06 i a 4 a Lw ni eo eo h w N co 00 0a co LD i et Ln m rn o0 0o w t0 00 40 00 h .-i (L!] .y .-i r1 .-I to L O O O O O ,-L O O O O O C ''{ .-i O O O O O m Ln oo Ln m N Ll7 tl5 :m in N I Ln !n to ltY it`, 06 h u'! LI'/ V7 N Ln Ln Lti O ai r c">" Q °- 3 3 3 3 3 3 3 3 3 3 3 ci 3 3 3 3 3 3 3 G L 00 m m m m m m m ., m m ,_,''m m m m m ,,., m m y, m ,,,, m m ou U (_Np �p f�0 NNrNO tLi m _ flt f0 } t9 flT m m [4 m S6 00 00 w 1- I- I- I- 1- 1- F OL 03' tli c0 (O N to N m ^L tll ry N N tC m l y L p n +, m �'.m m 1- .-. m .q m ,L7 m -0 m -0 m -0 m 1] -0 m ,q �" m ,q .q m ,a m a _o m -D ,p V LL LL - h - lL LL LL LL LL LL ll. - -W aI u u u u u u u u u I.I.I d c a'c a'c @ 'c c c c c c 'c 'c 'c E a c i'c 'c C c q w 3 q' ; q 3 q q o q q q o a o q o 0 3 q a o 0 u .N u u u u c q E E E q v u `J u v Q w V v V v u' v L� v u m v v u E u.w w as u v at m! £ ai v (U v ai v v 6'i J a @ E J J J W J cu J J �. FU J J J p J q - @ JZ N N N N N N N N N ry m 01 N N N N N N N G X X X J X X X X X X X X X X X X X X X C .V G a V .x It J ay' of G a d' 4t u ui LU CD N X X X N X X X X - X X X X *-+ X X N �--� •--� N N N N N N N N N N N Xr N N N N N E v v a) q u c c c o v v io co m cc ,, o w "' CY c �' cc c u u u :'. a� a a a CC o Q m V m Lr a 47 O .'.... Q 3 u E E E E E E E E E E E E - = O � �E cE wE �E L �E �E r cc cc Lr o s z cc O ry m �t Ln w h oo m o LL - N m V' U3 lfl h W Ql .--I N .--� N N N +-I } N N rl N E N E #I Q. m r cc re m m a a a o cc m o m n o cc o r 00 co 00 LO Lo f, co 00 LO i 0 m m m IT 00 0 00 co 0 i ko LO - Ln IT lo s-, (n 00 ID �D I I, R co 'D cc Lo �r In In m m m 00 P, cli t 0 0 00 m un i m In 0 m �o 0 m m m -41 tn Ln Ln Ln 0 n 0 0 0 C) (D 0 o 0 0 0 0 0 qj 'o mot' co 00 C,4 ko �D 0 h r4 0 0 00 0 0 03 r, CI Ln 'T a) 00 AD 00 W m rq m m m m Tfi -V r,4 114 Ln U) Ln r, Cc) C) 0 0 0 C) 0 C:) o a o 00 1 C:) LO Lo 0 0 co 0 w 1- 0 C', L'i rl� ni w r, L,:i, 00 Cl Vi L'I L'I 0 ul Lr! m Lq r, t" In I m M m C6 106 co r 06 � R V V �T 00 106 -4 --—---------------- - tD cl N IT 00 0 00 LO at cX Lo W to ID 00 Ln co 00 Ln co j N C4 q 00 00 m r, r, r, F, h a 'D Ln w N 7 00 Lo O q 1 q q m m 0 m :I li CQ -! h C5 0 0 (D C) 0 a 0 0 0 C) 0 0 6 ci ci 0 0 0 0 0 0 f" LPL -—--------------------- N N N N 114 14 N IN (N rq r4 Ln " IN -4 �4 U) 4 �4 V LL .............. ui Cc p m m m a. m m a a a- CL 0- n CL tL a CL D CL a- CL CL cc CL CL Q CL E C' CL CL cl CL CL CL IA E E E E E 2 E E E E E m E E E E E E E E 0 ig n -2 2 2 -2 -T m m m m m �T J 0 C'4 Cq N C4 C11 "1 14 114 rq rq r4 Iq 1-4 CL 1� CL a a CL CL CL CL CL CL CL CL CL D- CL a a a a o E E E E E E E E E E E E E v E E v E E E E m m M M m m m m m m m uut m E 1 E -2 T t 00 00 00 co 00 00 00 co 00 00 Lr) 00 00 00 00 00 00 00 cc CL r1l " " " 6 - " C14 rN rq �4 C4 r4 r,4 'o 00 00 co 00 00 00 00 00 00 00 O 00 03 27 00 00 '6 00 00 00 co 1- F- F- f.- F- F-- F-- F- CC W C14 C4 rq C4 N " " (14 " (N C4 04 rl p N r4 15 r14 N N M rn m m m m m i m m m (n m m M m r_ en m m 0 - 11 - - - 1� - - - LL V : -i i:�--� R R-� R m --m M m 4� m m m m m m r0 m m . ro m r-) M m m m m m.Ct.0 .0 .o .0 M �o -0 z "4 u u u u r4 (4 s, W , I u �N Q Q �4 u 'I 'Ll - CL CL 'L CL Y S- tka E 'E 'E -2-'E 2-'E 2-'E .2-'E .4 a - 2 2 2 0 0 0 0 0 0 -iz ` C -9L E -14'E .2-"E 0 - � - � - - C I - " " r O 2 2 ""- 2: t -M t -M t t t Cq " t5 t t5 " t: 44 t -j: t -u a m M M m ol w " mum z M- m z cc w cr Z cr w ............ ..... ....... a) cc w cr w w w W w W w (u cr cr cu w cc 0 cc I W T i m m v 00 N N m w i m m Ln m 0) 1 Ln ;T —----------- f, m D Go D cc r, Ln r- w 00 Ln M co M a) m r- 0 m m ID co 00 m m 0 Ln 0 m m m 0 10 co co r- 00 of �4 1-1� m rq 14 m 14 Lr� Ln 41 .......... 0 0 C) 0 0 0 C C) 10 1 C) 0 0 0 0 C) 0 C) 0 0 C) 0 C) 0 w �o 0 lo co 'o C) C) C) C) 0 w w 0 w 1 r- n Ln 0 Zri Lq Lr� Lr� rl� Lr� : - r, m f, Ln Ln Ln rl Ln o ck Lrl 00 m - m CO cc :06 fl i 06 7F 4 4 00 co Qt r, m m tD P� m ID f- —rl I- m m r, m V Q Ln 0 rq 1p ri ri llr Ln O 0 0 Co C:) C? ti 6 Ci O O O O O 0 11 O O 10 M r1 Qt Q1 m cn 0) M cn m (n m 01 0 Q1 —a)——Ln O1 O1 -U, (TW m m Ltl Ln Ln Ln In Ln m Ln Ln Ln Ln Lo Ln Ln rl Ln U) Ln Ln In Ln w Cl) Ln czr LD ———-------------------- LL c to rq m m m m im - M M - M - M - M M - < m m m m m m "' u r-, V u 00 CO 0 W v " co v 00 Go - Go mi =1 00 , 3: g 00 00 00 M 00 Mi 00 M �o ft O�O m C:, - 00 m co m 00 w N C4 r4 14 'N rl IN -Fi , " m V c m , , i� m LL'm m -DI m -0 m M:m .0 m n m _0 m Z M- -0 M- -0 -M m rn �o .0 tn M A M M LLJ ul Q u u u i �Lj -'Y -Y - U CC CL c a c CL a cl r- 0. E 0- c CL C: CL c LU 0: 0 3: 2 3� (2 3: 2 3: (2 '2 P 3 P 3: 2 3 2 0 ':; 0 CL �w �v 6 a-) -2. �w -2u -W --u u., E t; E t E t E E E U t e E t E t E t E t tlD to as 0 11 lu: lu 11 11 11 u 'U 'V a, U: rj w Z Z r, u rq C4 : , r1l (N X x x x x x x x x v 'r v IV W x x X x x x x x x x x x x u C4 U v-4 V-f (u r- u co m rz (V *2 �;- c c c aj P, (U (U E 0 CL E 0 - a c E 0 r 0) aj o o lu u i ? E E E E o cr o o o 0 0 c): 0 r- co (n w cc '�:,m UJ T E - T Ei N m IT Ln ID Cc: ro q m r. co C4 fli 14 N r,4 E r,4 114 m m m ro m cu m U0 La! ou -11� (0, Z Q:4! u 0: 0 :m n W Cr 0: 0 0:cr . �[Cr 0 &w . , X cc: cr cc a) CL � \ R LU % \ § � \ m \ § ;c tm \ z } _} \ Q / C3 ^ j w . ui J�± CL 2 / �\ $ ( � \ \ 4) � ( / - o to » / 2 a ! - c � F3 � J e _ Im± 2 \ ° CO t _ k � x 2 Q .. . 2 Ln ) � 4 k » + � J9 Qj .2 - � � \ \ \ \ a) w I ) f k - \ \ o to - w a LU \ 7 , a rq .. . > cr) ; ( cr | / { 3 # u \ z u \ \ . \a f Qw 00 N O O 00 co W r O O W ry N to O O 00 00 m n � m N N w LO i m sn a m ° °° o a m m O C7 fl o b O O d J H d 3 co O O 6 00a q y/ y co m Un US Ll al a5 al U at O O p} S' r Cf Ct N N N D la �t N o in u7 un m m Y Et r7 u) N N N m m R' d O O b O O Ct O fV x r „` to N to IT f U a W °i O'" p a r, � a aJ a a aJ C} i— cc a rl n a a n n Ci c E 00 E E E E E E ' m m m m m m p, c m � ry ry m m N ry r C Y cl CL CL a CL CL cl E E E E E E E y,, m cr-- ro m m m m m N O. 00 00 00 00 00 m 00 ¢pFt N N N N ry N Q� p } y � N N N 00 00 N � al LL ci W LL W lL Y LL LL ` v c"c aJ ry m M +*� m m ry fv /may ..v 9 ' v.m m �� u L m _u 'j O ry U N U_ m _u m u r4 u_ N u i O O O 6 O O d Y. m ry Ci. N N t m m N N H .{r 00 LL v w E',...... LL aVi 1mi. w w v u v LL v Z t0' @ � u 0c a cc va m `w txo V 00 00 Ln ._O .. O M v m ' m m O O Il m at Vt o O ? 3 mo �? 0100 TT m m 'hr v 04 6 0 16 m W sc Ln W J 0 LL c 3 3 h r m m V D 'S r V N N N N = 00 m rn 00 00 < 04 W N m i-- H N@ N n m m� w 'X '^ H- — imi w w � aJ o o �t m v ro @ o0 u m u d. L LL .p to ti S3 u. u u-a L O Yp W y, u c u u p `p li C O.' it'— u C U C O.u a V t O � CL X bD C C +� C a p `1 Q > w y N a7 �. N m m e E E: E m m a m m E a E °1 J 'a m E > E'J E v u aC0 L ry N m x r4 co x x � y � E m m `o J am E o 0) E m 4 m m C O 2L U5 ;1 u u C t u C L aJ u Z3 3: ?� m m m u m 0 N , 2 a7 O 04 O m v (� u N t m v n T r. 0 00 0 {/1 CO cc ce C?j 0r �cc a 0c r 'S 1 - W Y N M rn > 4t Ln a v L h w 14 M v4 0 ,Q o m n ch o o �° o o e o o ti m v . Ln Ln N Ln In :,,,T h to N j Q m c, K31 h h h h :O h oo O m Ln Ln Ln Ln Ln tn 6 ONi ONi C ONi Obi j m m O m d r ?� O rn m Oat m L�ty {v LNtt «, I, H to ci .-i N .-1 4 ri N lz j 0 O O !O O O o O O o C.k LL N Ln m m m W V m O�� n lz W lD N Ql } 7 W 3 a o Q.' 6 a I m J o s W -�t cL a $ a o r� s O C G N i@ CL .Q O O O m0 cL L� 3 cc E v 91 a a f6 to ? .� }1 [6 ! �/VI N VVI N t11 V X f0 O oo Lnn n Ln n 3 a �',,N x a E CL co oo 4a d o4 0 O 0 � 0 3 a,N x Ln f- J W Lu L11 m LL OJ'ii m Go a- Z E m N o O O O N ` Z w cc GQ p � � ° E co a'c cL a �c p �.. a ^:. �... �. 'M o o:�. Ln .... a. ni LLn Ln 1 Ln Ln M oo 'b' a m o t- co ra m a J J O O LL E [mL J E p d cc s f Z cc - J m m °o m i s St o utQi S co D 'i Q h N h to m N N h Ln co N Ln Ln Gi h 05 0� Ol ' F .............{ L oo oo Ln v O N N N N f Q1 Q1 0 m I O 4.. _ rI ri W ct co Ln m oo fl D LO Obi`) N 0 rOn V co lD m ..�. O O O o 83 u' Q1 Ln m Ln m o 0 m N ao °•y C Ln lD 1 N l0 N ti rN-1 ri f�Y tD CJ r G i c Y N m m m m C7 y ci ti v ct F W � a Q c c u o o o o m m O m o i 3 Ln N m cD 0 oo �; w Ln LLJ a i er tmi_ Z: t° Ln Ln IH N a-• to ry ++ G ul LL LL m = ir1 W c ui m u u LL m u w @',,s -'lJ G x '� c U c U no LD H .o ° @ m N i_ ti� C x ro O O ii u, m u coo 'u° a m �� +`+ °° u s J a °D p a + V5 J J S'Z V X J C QO1 w }�xC u tY1 QJ c m N = u — } G — _--------_..--- — - i. ° v cL cL m a t0 t0 u u o t6 s a o :2 J � af _ _ C O °n 3 4. u U. h m E a ° L.6 L N m t Ln E 4. ~ L ++ xt 3 4+ xs ° 7i a xc o �i a ++ st xe ° xt a ++ Iw w - a F! CO -�i m .Ni cc° rc° co .mi oc cc Lm o r ° CO eNI o "'r Attachment "C" City's Terms and Conditions for the Energy Efficiency Program City of Seal Beach CL■MATEC Install Agreement—Att C - Page 2 of 8 CITY'S TERMS AND CONDITIONS FOR THE ENERGY EFFICIENCY PROGRAM Fox purposes of this Attachment, the term"Contract" shall mean the Climatec Installation Agreement, "City"shall mean Purchaser and"Contractor" shall mean Climatec LLC,including any subcontractors retained by Climatec LLC to perform the Work. I. RETENTION: In accordance with the payment procedures set forth in Section 3 of the Contract, five percent of any progress payment will be withheld as a retention. 11. PERFORMANCE PERIOD. CONTRACTOR shall commence Work within fifteen(15)business days of receipt of Notice to Proceed from CITY, and CONTRACTOR agrees to complete all Work in accordance with the Tirnelme established pursuant to Section 7 of the Contract. A. If all the Contract work is not satisfactorily completed in full within the time specified in this Contract, CITY shall have the right to grant or deny an extension of time for completion. B, The CONTRACTOR shall not be assessed with liquidated damages during any delay in the completion of the work caused by circumstances beyond the control of CONTRACTOR including, without Innitation,acts of God or of the Public Enemy, acts of the State, fire not due to acts of contractors or subcontractors, floods, epidemics, quarantine, restrictions, strikes, freight embargo or unusually or severe weather,or delays of subcontractors due to such causes,provided that the CONTRACTOR shall, within ten (10)days from the beginning of such delay,notify CITY,in writing,of the cause of the delay. Ill. LIQUIDATED DAMAGES: Time is of the essence in this Contract. Should CONTRACTOR fail to complete the project, or any part thereof,in the time agreed upon in the Contract or within such extra time as may have been allowed for delays or extensions granted as provided in the Contract, CONTRACTOR shall reimburse CITY for the additional expense and damage for each calendar day that the Contract remains uncompleted after the Contract completion date. It is agreed that the amount of such additional expense and damage incurred by reason of failure to complete the Contract is the per them rate of$500.00 per calendar day. Such amount is hereby agreed upon as liquidated damages for the loss to CITY resulting from the failure of CONTRACTOR to complete the project within the allotted time and to the value of the operation of the works dependent thereon, IV. WORK TO BE PERFORMED. A. Scope of Work. CONTRACTOR shall furnish at CONTRACTOWs own expense all labor,materials, supplies,equipment, tools,parts,implements, transportation and other items of expense necessary for, or appurtenant to, the "Work" and in accordance with the terms and conditions of this Contract.The ,York shall be as described in the Contract and its Attachments A and B, and otherwise as set forth herein. B. The Work shall be done in accordance with all applicable local, State and federal laws, statutes and regulations and unless otherwise indicated in writing by Purchaser's City Engineer before the start of the Work,with the provisions of the most current edition of"STANDARD SPECIFICATIONS FOR PUBLIC WORKS CONSTRUCTION" (commonly known as "the GREEN BOOK") including Supplements, prepared and promulgated by the Southern California Chapter of the American Public Works Association and the Associated General Contractors of California, which specifications are hereinafter referred to as the"Standard Specifications" and are incorporated herein by this reference. In the event of a conflict,the provisions of the Detailed Specifications shall apply and/or shall supersede, as the case may be,provisions of the Standard Specifications. City of Seal Beach CLIMATEC Install Agreement—Art C Page 2 of 8 V. SPECIAL CONDITIONS, A. Storage.Storage will be limited to the project area. B. Temporary Structures. CONTRACTOR shall provide all temporary structures, measures, apparatus and services required to prosecute the Work under this Contract. C. Utilities. All utility service and building system connections or required interruptions shall be coordinated in advance with CITY. D, Trash Removal. Rubbish, debris, waste, dust or surplus materials shall not be allowed to accumulate and shall be removed continuously and disposed of by the CONTRACTOR as the work progresses, Specific rubbish removal companies are allowed to operate within the CITY, a list of these companies may be obtained by contacting the City's Public Works Director. E. Drawings, Warranties and Service Manuals. CONTRACTOR shall submit as-built drawings, warranties and service manuals upon completion of the work. F. Materials and Workmanship. t CITY shall have the right to inspect any material used. Material furnished shah be new, complete,ready-for-use and of the latest model,shall not have been used in demonstration of other services and shall have all the usual equipment as shown by its manufacturer's current specifications and catalogs,unless otherwise specified.Equipment,supplies or services that fail to comply with the Contract requirements regarding design,material or workmanship may be rejected at the option of CITY.Any materials rejected shall be removed from CITY premises at the CONTRACTOR!s sole expense. 2. All Work must be approved by CITY. For unsatisfactory Work not corrected after providing CONTRACTOR reasonable notice and opportunity to correct same, CITY may,at its option, withhold payment for the unsatisfactory Work,deduct the amount from the invoiced amount, or have the Work corrected by another contractor at CONTRACTOR's cost and expense. G, License and Permits.Except as provided in this subsection,the CONTRACTOR shall obtain and pay for all permits and licenses required by federal, state or local law,rule or regulation and pay all charges and fees and give all notices necessary and incidental to the due and lawful prosecution of the work. Costs for obtaining CITY permits required under this Contract will not be waived. NOTE: All requirements for obtaining permits(including CITY permits)remain in effect and are not waived. 171. Changes to the Work. 1. CITY may by written notice initiate any change within the scope of the Contract. If CONTRACTOR desires to make any change,CONTRACTOR must submit a written request for that change to CITY,but CONTRACTOR may make that change only upon written order of CITY. The changes may or may not result in a change in the amount of Work. When the CONTRACTOR considers that any change order in writing by CITY involves extra work,the CONTRACTOR shall immediately notify CITY in writing as to when and where extra work is to be performed and shall make claim for compensation each month not later than the first day of the month following that in which the work claimed as extra work was performed. If the changes do,in the opinion of CITY,change the amount of Work, the Contract Price shall be adjusted as"extra work". Any work ordered by CITY shall be performed by CONTRACTOR. City of Sea]Beach CLIMATEC Install Agreement—Att C 111 � Page 3 of 8 Any disputes arising from the changes to the work shall be resolved as set forth in paragraph K of Section VII of this Exhibit. 2. Extra work-, when ordered and accepted pursuant to paragraph 1 of this subsection shall be paid for under a written work order in accordance with the terms therein provided. Payment for extra work will be made at the unit price or lump sum agreed upon between CONTRACTOR and CITY.All extra work shall be adjusted daily upon report sheets prepared by CITY, furnished to the CONTRACTOR,and signed by both parties,and said daily reports shall be considered thereafter the true record of extra work done. VT. BONDS.Prior to the execution of this Contract,CONTRACTOR shall file with CITY the bonds and certificates of insurance specified herein. A. Performance and Payment Bonds. The CONTRACTOR shall file with CITY a Performance and Payment(Labor and Materials) Bonds on the forms approved by the City Attorney,respectively,in the amount of 100%of the Contract Price B. Requirement for acceptance of sureties. 1. The surety on any bond or undertaking must be a corporation authorized by the Insurance Commissioner of the Department of Insurance of the state to transact surety business in the state;and Z There must be on file with the City Clerk of CITY or submitted with the bond, a copy, duly certified by the proper authority and attested by the seal of the corporation,of the transcript or record of appointment entitling or authorizing the person or persons purporting to execute an undertaking or bond for and on behalf of such corporation to act in the premises VII. LEGAL RELATIONS AND RESPONSIBILITY TO THE CITY A. Laws to Be Observed.The CONTRACTOR shall be knowledgeable of all State and national laws and all municipal ordinances and regulations of the CITY,which in any manner affect those employed in the work, or the material used in the work,or which in any way affect the conduct of the work,and of an such orders and decrees of bodies or tribunals having jurisdiction or authority over the same. The CONTRACTOR shall particularly observe all ordinances of the CITY in relation to the obstruction of streets or conduct of the work, keeping open passageways and protecting the same where they are exposed or dangerous to traffic. B. Social Security Requirements.The CONTRACTOR shall furnish to CITY satisfactory evidence that he/she and all subcontractors are complying with all requirements of the Federal and State Social Security legislation. The CONTRACTOR, at any time on request, shall satisfy CITY that the Social Security and Withholding Tax are being properly reported and paid. C. Labor Laws and Prevailing Wages. CONTRACTOR shall comply w=ith and adhere to all applicable labor laws, such as,but not limited to,alien labor,prevailing wages,etc. CONTRACTOR shall comply with the provisions of Sections 1770-1777.5 of the California Labor Code. 1. In accordance with the provisions of Section 1770 et seq.,of the Labor Code,the Director of the Department of Industrial Relations of the State of California has ascertained the general prevailing rate of wages applicable to the work to be done under contract for public improvement. The CONTRACTOR shall pay to all employees on the project sums not less than the sums set forth in the documents entitled "General Prevailing Wage Determination City of Seal Beach CLIMATEC Install Agreement—Art C I I-I : Rage 4 of 8 made by the Director of Industrial Rduduno pursuant to California L^hvz Cn6, Part 7' Chapter 1^Article 2,Sections l770,l7TJ and 177]L" 2. CONTRACTOR shall execute simultaneously with the execution vfthis Contract ustatement acknowledging obligation tn comply with California Labor Law requirements. That statement must be made ouu form approved by CITY and upon execution bT CONTRACTOR and acceptance by CITY shall be incorporated herein b7reference. D. Payroll Rc,nmda. The CO0IRACTOlYs uumu6ou is directed to Section 1776 of the Lu6u, CoJe, cm}u6uD to accurate puyrvD records, which impose rc,yuuoibiH/Y upon the CONTRACTOR for the maintenance,certification,and availability for inspection of such records for all persons employed&7the CONTRACTOR or by the subcontractors in cono,cdvunJ8` the project. 'Me CONTRACTOR shall agree through the Contract m comply with this section and the remaining provisions"[the Labor Code, E. Worldrig Hours. CONIRACIOR'a workers and subcontractors employed in the execution of this Contract shall not bc required/o work more than eight (8) hours/*any one calendar day and forty (40) hours io any one calendar week,iu violation"f the provisions of Article J,Chapter 1.Part 7,Division 2 o[the Labor Code(Section 18|0c,sug�, F, Apprentices.Attention is directed to the provisions of Sections 1777.5 and 1777.6 of the Labor Code concerning the employment of mpDoubcuo by the CONTRACTOR or any subcontractor. The CONTRACTOR and "O subcontractors obuD comply with the requirements "[ said sections in the employment of apprentices. Information relative to apprenticeship standards and administration of the apprenticeship program may be obtained from the Department of Industrial Relations, San Francisco, California,or from the Division of Apprenticeship Standards and its branch offices. G Fair Employment Pruoduru/EqumXQ0pnrmwmity Acts. lu the performance of the Work described i* this Contract, CONTRACTOR and every supplier of materials and services sboU comply with all applicable provisions of the California Pair Employment Practices Act (California Govcmun,nz Code Sections l2940'48)and the applicable equal employment provisions vI the Civil Rights Act n[1964 (42 U.S.C. 55 20Oc-217).whichever io more restrictive, B. Registration of Contractors. Only a Contractor licensed in accordance with the provisions of Chapter 9,Division 3 of the Business and Professions Code shall be permitted to enter into a contract with the CITY for any public improvement. The CONTRACTOR shall at times possess ^ vu86 California Contractor's License Class A.and any other licenses required 6ylaw to perform the work. r Patents and Property Rights.II-ic CONTRACTOR shall assume all responsibility arising from the use of materials,equipment,devices,or processes that are patented or allegedly patented,and/or that are the subject of intellectual or proprietary property cig6m^ used on or iocnq,mnrrd in the work, and abuU defend,indemnify,and b"|6 barudc»u CI1Y, and each of its o0c,zs, ageota,and employees from and against any and all liabilities,demands,claims, damages,losses,costs,and expenses,of whatsoever kind or nature,arising from such use if a result of Patent or Property Rights issues. l Indemnity. Indemnification^aset forth iuSection 24"[the Agreement. K, Resolution of Claims and Disputes. Public Contract Code 5ccdoo 20104 et org. upp&rm to this Contract.Those Public Contract Code Sections are incorporated by reference herein. In any arbitration to ,,eokn u dispute relating to or arising out vf this Contract,the arbitrator's award shall be uoyponcd hy law and substantial evidence. The arbitrator s6uV @c uwdt»eu decision with the ceoz' and serve u City oI Seal Beach ��N|N ��W�� lu`mUAg�e,ucnt—x�C �� Page 5 of 8 ��~~.m�m��m ~��� copy of it on each of the parties.The written decision shall contain a summary of the evidence,reasons underlying the decision,and unless the parties otherwise agree, findings of fact and conclusions of law, L. Assignment of Unfair Business Practices. In entering into a public works contract or a subcontract to supply goods, services, or materials pursuant to a public works contract, the CONTRACTOR or a subcontractor offers and agrees to assign to CITY all rights, tide, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arises from purchases of goods, services, or materials pursuant to the public works contract or the subcontract. This assignment shall be made and become effective at the time CITY tenders final payment to the CONTRACTOR,without further acknowledgment by the parties. VIII. PROSECUTION AND PROGRESS OF THE WORK A. Subletting and Assignment. 1. The CONTRACTOR shall give personal attention to the fulfillment of this Contract and shall be in control of the work. The CONTRACTOR shall not assign, transfer nor sublet any part of the Work, nor shall the Contract be assigned, transferred, or sublet, in whole or in part, without the written consent of CITY and of the Surety of the CONTRACTOR!s bond, and such consent of Surety, together with a copy of the subcontract,shall be filed with CITY.No assignment,transfer or subletting,even though consented to,shall relieve the CONTRACTOR of liability under the Contract. Subcontractors shall not be recognized as such,and all persons engaged in the project will be considered as employees of the CONTRACTOR, their work being subject to the provisions of the Contract and the specifications. Should any subcontractor fail to perform work to the satisfaction of CITY said subcontractor shall be removed immediately from the project and shall not again be employed on the work, and the CONTRACTOR shall he held liable for the deficient work. 2. CONTRACTOR shall provide a list of all subcontractors performing more than one-half of one percent(1%)of the total contract amount. 3. Any assignment,transfer or subletting of the Contract in violation of this subsection A is null and void. B. Character of Workman - The CONTRACTOR shall employ none but competent foremen, laborers, and mechanics. Any overseer, superintendent, laborer or other person employed on the work by the CONTRACTOR who is intemperate,incompetent,troublesome,or otherwise undesirable,or who fails or refuses to perform the work in the manner specified herein,shall be discharged immediately and such person shall not again be employed on the work. C. Agents or Foreperson - In the absence of the CONTRACTOR from the site of the project, even if such is only of a temporary duration, the CONTRACTOR must provide and leave at the site a competent and reliable agent or foreperson in charge, D. Temporary Stoppage of Construction Activities, CITY shall have the authority to suspend the Contract work wholly or in part, for such a period of time as it may deem necessary,due to unsuitable weather, or to such other conditions as he considers unfavorable for the proper prosecution of the work,or for such time as he may deem necessary due to failure on the part of the CONTRACTOR to carry out orders or to perform any of the requirements of this Contract. The CONTRACTOR shall City of Seal Beach CLIMATEC Install Agreement -Att C Page 6 of 8 immediately comply with such uuorder from CITY and shall not rewmopera6on,until,o "rdereJin writing. E. Removal of Defective ur Unauthorized work. Only first class work,materials,and wv,6muovI-:iiyvvil) be acceptable.All work w1iich is defective in its construction or deficient in any of the requirements of the :pc6bcu6noo shall 6cremedied,or removed and replaced by the CONTRACTOR io an acceptable manner, and no comyc0006vu will be o0mvcd for such correction. Any work done beyond the lines shown no the plaua, or any extra nm6c done w6bnot written uvd`o69 will be considered as vuaot6oriorduodvilloo/be paid for.CITY shall have authority m cause defective work,o6e remedied or removed and replaced,and unauthorized work m be removed,and to deduct the coots thereof from any monies due ozco become due the CONIfb\[I0R. F. Su9rn6,ium' All manufactured products, materials, and appliances used and installed and all details of the work done shall u,all times be subject to the opgcrvi,k`u^ test, and approval of CITY. CIlY mbuU have access to the work mall times 6vdog construction, and shall be furnished with every reasonable 6oUi'y for securing full knowledge with regard to the y,ugceso^ `v"ckuuuobip and c6"mcto/ of the materials used nc employed iu the work. G. Final Cleaning U9. Upon c"ugdndou of the project and hoD»cc making application to CITY for acceptance of the work, the CONTRACTOR shall clean all the streets and grounds occupied by him in connection with the project,of all rubbish,debris,excess material,temporary structures and equipment, leaving the entire site o[the work iou neat presentable condition. D Lvmm or Damage. Any \oxa or damage (not consequential) arising from any ooniosioo cu act of tile [0NIl<ACIOD or any agent or person employed by him or by any action which had not been authorized in the provisions of the specifications,a6wD be sustained by the CONTRACTOR. I]{. SAFETY AND PROTECTION OF WORKERS. A. Pursuant to Public Contract Cmlc Section 7104, if any work under ddo Contract involves digging trenches nz other excavations that extend deeper than four feet below the surface: 1. The CONTRACTOR shall promptly,and before the following conditions-are disturbed,notify CrIy,i*writing,ofany: a) Material that the CONTRACTOR believes may be material that iu hazardous waste, as 6ebor6 in Section 25117 of the Bca\d` and Safety Code that is required to be removed to uCbu,1,Class D. or Class III disposal site iu accordance with provisions o[existing law. b) Subsurface or latent physical combdouu at the site differing from dkoxc indicated. C) Duuo«wn physical conditions at the site of any oonomd ^uu,ze' different materially from those ordinarily encountered and generally recognized wa inherent 1v the work o[ the character provided for in the Contract. 3. CITY shall promptly investigate the conditions,and ifb finds that the conditions 6nmaterially so c68fer, or du iuvvkz hazardous waste, and r^oon ^ dcc/zuoc or increase in the C0NTR1CTOR'n cost of,nc the time required for,performance of any part ofthe work shall issue u change order under the procedures described io the Contract. City nf Seal Beach ��0-0 ���� Iust�|a{;zenorot—Att C 11�� �~~�~m�my=�m ~~=. Page 7 of 8 3. In the event that a dispute arises between CITY and the CONTRACTOR, whether the conditions materially differ, or involve hazardous waste, or cause a decrease or increase in the CONTRACTOR's cost of, or time required for, performance of any part of the work, the CONTRACTOR shall not be excused from any scheduled completion date provided for by the Contract, but shall proceed with all work to be performed under the Contract. The CONTRACTOR shall retain any and all rights provided either by Contract or by law which pertain to the resolution of disputes and protests between the contracting parties. B. As required by Labor Code Section 6705 and in addition thereto, whenever work under the Contract that involves an estimated expenditure in excess of twenty-five thousand dollars ($25,000) for the excavation of any trench or trenches five (5) feet or more in depth, CONTRACTOR shall submit for acceptance by CITY in advance of excavation, a detailed plan showing the design of shoring, bracing, sloping,or other provisions to be made for worker protection from the hazard of caving ground during the excavation, of such trench or trenches. If such plan varies from the shoring system standards established by the Construction Safety Orders of the Division of Industrial Safety, the plan shall be prepared by a registered civil or structural engineer employed by CONTRACTOR, and all costs therefore shall be included in the price of the Contract. Nothing in this provision shall be deemed to allow the use of a shoring, sloping, or other protective system less effective than that required by the Construction Safety Orders. Nothing in this provision shall be construed to impose tort liability on the CITY or on any CITY officer, agent, consultant,representative, or employee.All plans,processing and shoring costs are CONTRACTOR's responsibility and must be included in CONTRACTOR's bid. X. THIRD-PARTY CLAIMS. Pursuant to Public Contract Code Section 9201, the City has full authority to compromise or otherwise settle any claim relating to this Contract at any time. The CITY shall timely notify CONTRACTOR of the receipt of any third-parry claim relating to the Contract. The CITY shall be entitled to recover its reasonable costs incurred in providing the notification required by Public Contract Code Section 9201(b). XL LICENSES. CONTRACTOR is aware of California Labor Code Sections 1777.1 and 1777.7, which prohibit CONTRACTOR or any subcontractors who have been found by the Labor Commissioner or the Director of Industrial Relations to be in violation of certain provisions of the Labor Code, from bidding on, being awarded, or performing work as a contractor or subcontractor on a public works project for specified periods of time. City of Seal Beach �j CLIMATEC Install Agreement—Att C /� Page 8 of 8 Attachment "D" Payment Procedures City of Seal Beach CLIMATEC Install Agreement—Att D Page 1 of 3 PAYMENT PROCEDURES For purposes of this Attachment, the term ~Con/ract' shaHmean the Ctimatec InstaUation Agreement,"City" shaUnean Purchaser and"Cnotrutor"shall mean ClivuozlJC. L PROGRESS PAYMENTS 11. Based upon Applications for Payment subtrtitted to the City,the City shall make progress payments no account ofthe Contract Sum to the Contractor as provided below. 12 The period covered 6v each Application for Payment shall 6c one calendar month. 1.3. City shall make payment oo the Contractor within thirty 80 days after receipt oFvpzopczAoy6cu600 for Payment. 14. Each Application for Payment,6oO be 6xsc6 upon the approved Sc6cJqlc of Values submitted by the Contractor. The Schedule of Values shall allocate the entire Contract Sum among the various portions of the Work and be prepared in such form and supported by such data to substantiate its accuracy as may be required. 1.5. Applications for Payment shall indicate the percentage of completion of each portion of the Work as of the end of the period covered 6v the Application for payment. 1.6� The amount oF each progress payment shall 6c computed aefollows: 1.6.1. Take that portion of the Contract Sum properly allocable to completed Work as determined by multiplying the percentage completion of each portion of the Work by the share of the total Contract Sum allocated to that portion of the Work in the Schedule of Values, |csv retention of five percent (S90. 16.2. Add that portion o[the Contract Sum properly allocable ^, materials and equipment dcb"eze6 and suitably stored at the site for subsequent incorporation in the completed construction (or,if approved in advance by the City,suitably stored off the site at a location agreed upon in ,less retention of five percent(5%), 1.6.3. Subtract the aggregate uf previous payments made 67 the City. 12. Reduction oz limitation o[rotaiouge' ifucy` s6u86cvpoowrirteozcqucstbyd`cCmuuuctor. IlicCity, at its discretion,may reduce the total retention withheld or release retention for a specific item of work where extended withholding vf retention isnot warranted. 1.8. Securities may bu provided iu lieu mfxetu6oug*oafollows: 1.8.1. At the request and expense of the Contractor,upon execution of a proper escrow agreement, securities equivalent uo the amount withheld o6oD be deposited with the public agency as the escrow agent, or with u om»c or federally chartered bank as the escrow agent, and the public agency shall then pay such monies to the Contractor. 1.8.2. Upon satisfactory completion of the contract,the securities shall be returned to the Contractor. 1.83. Securities eligible for investment under this occ6ou shall include ch"xc Uotc6 in Section 16430 of Government Code, bank or savings au6 lnuu certificates of deposit, interest bearing Jcomod deposit accounts, standby letters of credit, or any other security mutually agreed to by the Contractor and the City nf Seal Beach ��NN 0��� ToxtuU6�eoornt—.8�D �� Page 2 of 3 -=,�~��mw�`m ��== 1.8.4. The Contractor shall be the beneficial owner of any securities substituted for monies withheld and shall receive any interest thereon. 1.8.5. The escrow agreement to be used shall be in the form set forth in Public Contract Code Section 22300. 2. FINAL PAYMENT 2.1. Final Payment,constituting the entire unpaid balance of the Contract Sum,shall be made by the City to the Contractor when (1) the Contract has been fully performed by the Contractor except for the Contractor's responsibility to correct nonconforming Work as agreed to between the City and the Contractor;and(2) a final Certificate for Payment has been submitted by the Contractor and approved by the City;and(3) the work has been accepted by the City Council of the City of Seal Beach;and (4) a Notice of Completion has been filed. Final payment shall be made by the City not more than forty (40) days after completion of the above,but only to the extent that no stop notices of offiel requirements to withhold funds are then in effect. City of Seal Beach CLIMATEC Install Agreement—Art D Page 3 of 3 ATTACHMENT LL „ Financing Agreement LEASE WITH OPTION TO PURCHASE #13-030 This LEASE WITH OPTION TO PURCHASE dated as of 1, 2014 (this "Lease") is by and between MUNICIPAL FINANCE CORPORATION, a corporation duly organized and existing under the laws of the State of California (the "Lessor") as lessor and CITY OF SEAL BEACH, a municipal corporation duly organized and existing under the laws of the State of California (the "City" ) as lessee. RECITALS : WHEREAS, the City deems it essential for the City to acquire the property described herein for its own public purposes; and WHEREAS, it is intended that this Lease be treated as a tax- exempt obligation of the City for federal income tax purposes; and WHEREAS, the City and the Lessor agree to mutually cooperate now and hereafter, to the extent possible, in order to sustain the intent of this Lease and the bargain of both parties hereto. WITNESSETH: NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties hereto agree as follows : SECTION 1 . Lease. The Lessor hereby leases to the City, and the City hereby leases and hires from the Lessor all property (the "Property") described in the schedule (the "Schedule") executed by the parties concurrently herewith and made a part hereof. SECTION 2 . Term. The terms and conditions of this Lease shall become effective upon the authorized execution of this Lease by the parties hereto. The rental term of the Property leased hereunder commences and terminates on the dates specified in the Schedule unless the term of this Lease is extended as provided in this Section. If on the scheduled date of termination of this Lease the Rental Payments shall not be fully paid, or provision therefor made, or if such Rental Payments shall have been abated at any time and for any reason, then the term of this Lease shall be extended until the date upon which all such Rental Payments shall be fully paid, except that the term of this Lease shall in no event extend beyond the date that corresponds to the end of the useful life of the Property. SECTION 3A. Representations, Covenants and Warranties of the City. The City represents, covenants and warrants to the Lessor that: (a) The City is a municipal corporation and political subdivision, duly organized and existing under the Constitution and laws of the State of California with authority to enter into this Lease and to perform all of its obligations hereunder. (b) The City' s governing body has duly authorized the execution and delivery of this Lease . Assuming due authorization, execution and delivery by the Lessor, this Lease, upon execution and delivery, shall constitute the legally valid and binding agreement of the City, enforceable in accordance with its terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, debt adjustment, fraudulent conveyance or transfer, moratorium, reorganization or other similar laws affecting creditors' rights, to the application of equitable principles, to the exercise of judicial discretion in appropriate cases and to the limitations on legal remedies against public entities in the State of California (c) The execution, delivery and performance of this Lease do not and will not result in any breach of or constitute a default under any indenture, mortgage, contract, agreement or instrument to which the City is a party by which it or its property is bound. (d) There is no pending action or proceeding, the notice of which has been received by the City, or, to the knowledge of the City, threatened action or proceeding before any court or administrative agency which will materially adversely affect the ability of the City to perform its obligations under this Lease. (e) The City has complied with all public bidding laws or provisions of the California Public Contract Code applicable to the transactions contemplated by the Lease. (f) The Property being leased is essential to the City in the performance of its governmental functions. The estimated useful life of the Property, in the aggregate, to the City exceeds the term of this Lease. (g) Within two hundred seventy (270) days of the end of each fiscal year of the City during the term hereof, the City shall provide the Lessor' s Administrative Agent (as defined in Section 26 below) with a copy of its audited financial statements for such fiscal year. SECTION 3B. Budget and Appropriation. The City shall take such action as may be necessary to include all rental payments in its annual budget and annually to appropriate an amount necessary to make such rental payments. During the term of this Lease, the City will furnish to the Lessor' s Administrative Agent, if so requested, copies of each proposed budget of the City within thirty (30) days after it is filed and of each final budget of the the City within thirty (30) days after it is printed. The covenants on the part of the City shall be deemed and construed to be duties imposed by law and it shall be 2 the duty of each and every public official of the City to take such action and do such things as are required by law in the performance of the official duty of such officials to enable the City to carry out and perform the covenants and agreements in this Lease agreed to be carried out and performed by the City. SECTION 4 . Representations and Warranties of the Lessor. The Lessor represents and warrants to the City that : (a) The Lessor is duly organized, validly existing and in good standing under the laws of the State of California, with full corporate power and authority to lease and own real and personal property. (b) The Lessor has full power, authority and legal right to enter into and perform its obligations under this Lease, and the execution, delivery and performance of this Lease have been duly authorized by all necessary corporate actions on the part of the Lessor and do not require any further approvals or consents . (c) The execution, delivery and performance of this Lease do not and will not result in any breach of or constitute a default under any indenture, mortgage, contract, agreement or instrument to which the Lessor is a party by which it or its property is bound. (d) There is no pending or, to the knowledge of the Lessor, threatened action or proceeding before any court or administrative agency which will materially adversely affect the ability of the Lessor to perform its obligations under this Lease. SECTION 5 . Property Acquisition. The Lessor hereby appoints the City as its purchasing agent to acquire the Property leased hereunder and the City hereby accepts said appointment (hereinafter, the "Agency") . The Agency is limited to (i) negotiation of terms, conditions and acquisition cost of acquiring the Property from suppliers and contractors (collectively, the "Supplier") selected by the City; (ii) to the inspection and acceptance of the Property upon its delivery and installation; and (iii) to the exercise of any rights or remedies with respect to the Property arising from the contract with the Supplier, including but not limited to the warranties or guarantees thereunder. All warranties and guarantees, either express or implied, that inure to the Lessor by virtue of the Agency are hereby passed through to the City to prosecute at the City' s sole discretion. SECTION 6. Deposit of Moneys . The Lessor shall cause the deposit of the sum of $1, 546, 930 . 82 (the "Lease Proceeds") in an acquisition fund (the "Acquisition Fund") with Deutsche Bank National Trust Company (the "Custodian") pursuant to an Acquisition Fund 3 Agreement by and among the Lessor, the City and the Custodian (the "Acquisition Fund Agreement") , the date of such deposit to be the commencement date of this Lease (the "Closing Date") . The Lease Proceeds shall be invested and disbursed pursuant to the terms and conditions of the Acquisition Fund Agreement . Any moneys that remain in the Acquisition Fund after completing the disbursements for Property cots and Rental Payments shall be applied towards the payment or prepayment of future Rental Payments . SECTION 7 . Rental Payments . THE CITY SHALL PAY TO THE LESSOR RENTAL PAYMENTS (the "Rental Payments" ) IN THE AMOUNTS AND AT THE TIMES SET FORTH IN THE SCHEDULE, AT THE OFFICE OF THE LESSOR OR TO SUCH OTHER PERSON OR AT SUCH OTHER PLACE AS THE LESSOR MAY FROM TIME TO TIME DESIGNATE IN WRITING. Under the Acquisition Fund Agreement, the Custodian will be instructed to disburse $26, 297 . 82 from the Acquisition Fund to the Lessor on 1 2014 (i.e. , first Rental Payment due date) as the City' s payment of the Rental Payment due on such date (representing interest component only, because the Rental Payment due on such date does not include any principal component) . Should the City fail to pay any part of the Rental Payments herein within thirty (30) days from the due date thereof, the City shall upon the Lessor' s written request, pay interest on such delinquent Rental Payment from the date said Rental Payment was due until paid at the rate of eight percent (80) per annum, or the maximum legal rate, whatever is less . The City shall pay Rental Payments exclusively from legally available funds, in lawful money of the United States of America, to the Lessor. The obligation of the City to pay Rental Payments hereunder shall constitute a current expense of the City and shall not in any way be construed to be a debt of the City in contravention of any applicable constitutional or statutory limitations or requirements concerning the creation of indebtedness by the City, nor shall anything contained herein constitute a pledge of the general tax revenues of the City. Except as specifically provided in Section 8, the obligation of the City to pay the Rental Payments will be absolute and unconditional in all events, and will not be subject to set-off, defense, abatement, reduction, counterclaim, or recoupment for any reason whatsoever to the extent permitted by law. The periodic Rental Payments paid by the City shall be conclusive as to its fair value for the possession, use and/or occupancy of the Property. SECTION 8 . Rental Abatement . Rental Payments due hereunder with respect to the Property, other than the Advance Rental Payments, shall be subject to abatement during any period in which, by reason of material damage to or destruction of the Property there is substantial interference with the use and right of possession by the City of the Property or any substantial portion thereof. For each potential incident of substantial interference, decisions to be made on (i) whether or not abatement shall apply; (ii) the date upon which 4 abatement shall commence; (iii) the applicable portion of Rental Payments to be abated and; (iv) the concluding date of the abatement period shall all be subject to determinations by the City in concert with the provider of the insurance issued pursuant to Section 20 herein. The amount of rental abatement shall be such that the Rental Payments paid by the City during the period of Property restoration do not exceed the fair rental value of the usable portions of the Property. The actual amount of Rental Payments paid by the City shall be conclusive as to its fair value. In the event of any damage or destruction to the Property, this Lease shall continue in full force and effect . SECTION 9. Security Interest. As security for the payment of all of the City' s obligations hereunder, the City hereby grants the Lessor, its successors and assigns, a security interest in all proceeds of the Acquisition Fund and all proceeds of any of the foregoing. the City agrees to execute such additional documents, including financing statements, and authorizes the Lessor to file such financing statements, which the Lessor deems necessary or appropriate to establish, perfect and maintain the Lessor' s security interest. SECTION 10. Use. The City shall use the Property in a careful and proper manner and shall comply with all national, state, municipal, police, and other laws, ordinances, and regulations applicable to the possession, use, or maintenance of the Property. SECTION 11. Acceptance . The City shall acknowledge receipt, inspection and acceptance of the Property by executing a "Certificate of Acceptance" . SECTION 12 . Lessor' s Inspection. Upon forty-eight (48) hours prior notice, the Lessor or the Lessor' s Administrative Agent shall at any and all times during normal business hours have the right to enter into and upon the City' s premises where the Property is located for the purpose of inspecting the same or observing its use . Upon the City receipt' s actual notice of any attachment or judicial process affecting the City' s possession and use of the Property or its leasing of the Property hereunder, the City shall give the Lessor' s Administrative Agent prompt notice of such attachment or other judicial process affecting the Property. SECTION 13 . Property Selection and Ordering. The City has selected or will select the type and quantity of the Property leased hereunder. The Lessor shall not be liable for, nor shall the validity, enforeceability or effectiveness of this Lease be affected by, any delay in or failure of delivery of the Property. The City acknowledges that it is solely responsible for determining the suitability of the Property for its intended use. The Lessor shall have no duty to inspect the Property. If the Property is not properly installed, does 5 not operate as represented or warranted by the Supplier, or is unsatisfactory for any reason, the City shall make any claim on account thereof solely against the Supplier. The City hereby assumes the risks, burdens and obligations to the Supplier on account of nonacceptance of the Property and upon the occurrence of any such event, the Lessor will assign to the City, without recourse or warranty, its rights and title to the Property and any documents related thereto. SECTION 14. Disclaimer of Warranty. THE LESSOR NOT BEING THE MANUFACTURER OR SUPPLIER OF THE PROPERTY NOR A DEALER IN SIMILAR PROPERTY, HAS NOT MADE AND DOES NOT MAKE ANY REPRESENTATION, WARRANTY, OR COVENANT, EXPRESS OR IMPLIED, WITH RESPECT TO THE DESIGN, DURABILITY, FITNESS FOR USE, SUITABILITY, OR MERCHANTABILITY OF THE PROPERTY IN ANY RESPECT, AND AS BETWEEN THE LESSOR AND THE CITY, ALL PROPERTY SHALL BE ACCEPTED AND LEASED BY THE CITY "WHERE IS, " "AS IS, " AND "WITH ALL FAULTS, " AND THE LESSOR SHALL NOT BE RESPONSIBLE FOR ANY PATENT OR LATENT DEFECTS THEREIN. THE CITY AGREES TO SETTLE DIRECTLY SUCH CLAIMS WITH THE SUPPLIER AND WILL NOT ASSERT ANY SUCH CLAIMS AGAINST THE LESSOR. SECTION 15. Alterations and Attachments . All additions and improvements that are made to the Property shall belong to and become the property of the Lessor except that separately identifiable attachments added to the Property by the City may remain the property of the City as long as (i) the attachment is paid for in full by the City and (ii) the City agrees to remove the attachment and restore the Property to substantially as good condition as when received, normal wear and tear excepted, if and when the Property may be returned to the Lessor. SECTION 16. Relocation. The City shall provide the Lessor' a Administrative Agent prior written notice of the relocation of the Property from the City facilities . The City assumes all risks of loss to the Property attendant to its movement and relocation. The Property location shall at all times be under the City' s full control for its own governmental purpose. SECTION 17. Maintenance and Repairs . The City, at its own cost and expense, shall furnish necessary labor and materials to maintain the Property in good repair, condition, and working order. The City' s obligations to maintain the Property does not relieve the Supplier of its responsibility to fully perform with respect to all applicable Property warranties and guarantees. SECTION 18 . Risk of Loss; Damage; Destruction. With the exception of acts resulting from intentional misconduct or gross negligence by the Lessor, its agents and representatives, the City hereby assumes and shall bear the entire risk of loss and damage to 6 the Property from any and every cause whatsoever. No loss or damage to the Property or any part thereof shall impair any obligation of the City under this Lease which shall continue in full force and effect, subject to Section 8 of this Lease. The City waives the benefit of Civil Code Sections 1932 (2) and 1933 (4) and any and all other rights to terminate this Lease by virtue of any damage or destruction to the Property. SECTION 19. Physical Damage/Public Liability Insurance . The City shall keep the Property insured, as nearly as practicable, against risk of loss or damage from any peril covered under an "all- risk" insurance policy for not less than the replacement value thereof, and the City shall carry public liability and property damage insurance covering the Property, and all said insurance shall be in form and amount and with reputable companies; provided, that in lieu of one or more policies underwritten by an insurance company, any "insurance" required by this Section 19 may be in the form of coverage under a memorandum of liability coverage or similar instrument provided by a municipal risk pool administered by a California joint powers authority. The Lessor shall be an additional insured and loss payee under each such insurance policy (or, as applicable, an additional protected party under the municipal risk pool coverage instrument) . The City shall pay the premiums therefore and deliver certification of said policies (or, as applicable, evidence of coverage letter from the municipal risk pool joint powers authority) to the Lessor' s Administrative Agent . Upon being aware of any cancellation or alteration of the policy or policies, the City will give the Lessor' s Administrative Agent thirty (30) days ' written notice before the policy or policies shall be altered or canceled. The proceeds of such insurance, at the option of the City, shall be applied: (a) toward the replacement, restoration, or repair of the Property, or (b) toward payment of the total remaining obligations of the City hereunder; provided, however, that the City shall be responsible for the amount by which such insurance proceeds are insufficient to satisfy the cost of option (a) or option (b) above, as applicable, but solely from funds legally available therefor. Should the City replace, restore, or repair the Property as set out in option (a) above, this Lease shall continue in full force and effect . The City may self-insure up to specified limits as evidenced by a certificate of self insurance to be attached hereto in form and amount acceptable to the Lessor. Any self-insurance program in which the City is a participant shall comply with the provisions under this Lease respecting cancellation and modification and payment of losses to the Lessor as its respective interests may appear. Such self-insurance shall be maintained on a basis which is actuarially sound as established by the City' s risk manager or an independent insurance consultant which determination shall be made annually. Any deficiency shall be corrected within sixty (60) days of the City becoming aware of such deficiency. 7 SECTION 20 . Rental Interruption Insurance. The City shall maintain or cause to be maintained at its expense and throughout the term of this Lease, insurance covering the loss of use of the Property or portions thereof for an amount not less than Rental Payments payable by the City for a twelve (12) month period. This coverage shall insure against abatement of Rental Payments payable by the City that come due hereunder resulting from the City ' s loss of use of the Property or any substantial portion thereof and caused by any peril covered under the City' s physical damage insurance policy or self- insurance program, as applicable. Such insurance may be maintained in conjunction with or separate from any other similar insurance maintained by the City. The insurance proceeds shall be payable to the Lessor in amounts proportionate to the loss of use of the Property and shall supplement the City' s applicable Rental Payments, if any, during the restoration period in sufficient amount to make the Lessor whole during the period of abatement. SECTION 21 . Liens and Taxes . Except as provided in this Section 21, the City shall not create, incur, assume, permit or suffer to exist any mortgage, pledge, lien, encumbrance, or claim on or with respect to the Property that either impairs the City' s use of the Property, or has an adverse effect on the Lessor' s rights or interest (security interest or otherwise) in and to the Property or under this Lease. The City shall promptly, at its own expense, take such action as may be necessary to duly discharge or remove any such lien or encumbrance, if the same shall arise at any time; provided that the City may in good faith contest any such lien or encumbrance, if it provides security to the Lessor against any loss or forfeiture upon the Lessor' s reasonable request. The City shall promptly pay all taxes, assessment or other charges imposed on the City' s possession and use of the Property (except for any taxes on or measured by the Lessor' s income) ; provided, however, the City may, at the City' s expense and in its name, in good faith contest any such taxes, assessments, or other charges and, in the event of any such contest, may permit the taxes, assessments, or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom. Notwithstanding the foregoing, if the Lessor notifies the City that, in the opinion of independent counsel, by nonpayment of any such items, the interest of the Lessor in the Property (security interest or otherwise) will or could be adversely affected or the Property, or any part thereof, will or could potentially be subject to loss or forfeiture, then City shall promptly pay such taxes, assessments, or charges or provide the Lessor with full security against any loss that may result from nonpayment, in form satisfactory to the Lessor, or the Lessor may, after notifying the City in writing, pay same and add such payment to the rental payment next becoming due, as additional rent. 8 SECTION 22. Indemnity. Subject to California law concerning contribution and enforceability of indemnifications, the City shall indemnify the Lessor against and hold the Lessor harmless from any and all claims, actions, suits, proceedings, reasonable costs and expenses, damages, and liabilities, including reasonable attorneys ' fees, arising out of, connected with or resulting from the City' s selection, possession, use, operation, or return of the Property excepting that the City shall not be required to indemnify the Lessor in the event that such liability or damages are caused by the negligence, bad faith or intentional misconduct of the Lessor, its agents or representatives . SECTION 23. Events of Default. The term "Event of Default", as used in this Lease, means the occurrence of any one or more of the following events : (a) the City fails to make any Rental Payment (or any other payment) within fifteen (15) days after the due date thereof or the City fails to perform or observe any other covenant, condition or agreement to be performed or observed by it hereunder and such failure to either make the payment or perform the covenant, condition or agreement is not cured within ten (10) business days after written notice thereof by the Lessor; (b) the Lessor discovers that any statement, representation or warranty made by the City in this Lease or in any document ever delivered by the City pursuant hereto or in connection herewith is false, misleading or erroneous in any material respect; (c) the City becomes insolvent, is unable to pay its debts as they become due, makes an assignment for the benefit of creditors (within the meaning of bankruptcy law) , applies or consents to the appointment of a receiver, trustee, conservator or liquidator of the City or of all or a substantial part of its assets, or a petition for relief is filed by or against the City under federal bankruptcy, insolvency or similar laws. SECTION 24 . Remedies . Upon the occurrence of an Event of Default, the Lessor may, at its option, exercise any one or more of the following remedies: (a) by written notice to the City, request the City to (and the City agrees that it shall) , at the City' s expense, promptly return the Property to the Lessor freight prepaid and insured to any location in the State of California as designated by the Lessor, or the Lessor, at its option, may enter upon the premises where the Property is located and take immediate possession of and remove the same without liability to the Lessor or its agents for such entry or for damage to property or otherwise; (b) sell or lease the Property or sublease it for the account of the the City, holding the City liable for all Rental Payments and other payments due to the effective date of such selling, leasing or subleasing plus any accrued interest to the date of termination; and (c) exercise any other right, remedy or privilege which may be available to it under applicable law, including the right to (i) proceed by appropriate court action to 9 enforce the terms of this Lease, (ii) recover damages for the breach of this Lease, and (iii) rescind this Lease as to any portion of or all of the Property. No right or remedy herein conferred upon or reserved to the Lessor is exclusive of any other right or remedy herein, but each shall be cumulative of every other right or remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise, and may be enforced concurrently therewith or from time to time; provided, however, that notwithstanding any provisions to the contrary herein, the Lessor shall not under any circumstances have the right to accelerate the Rental Payments that fall due in future rental periods or otherwise declare any Rental Payments not then in default to be immediately due and payable . Following an Event of Default, if the Lessor sells or otherwise liquidates the Property or if moneys from the Acquistion Fund are applied to rental payments by operation of the Acquisiton Fund Agreement and this Lease, and the net proceeds (after payment of costs) from such sale or liquidation of the Property and/or moneys released from the Acquisition Fund exceed the sum of the remaining rental payments that would have been due during the term of this Lease and any other amounts then due to the Lessor hereunder, the Lessor shall promptly pay the amount of such excess to the City. SECTION 25, Non-Waiver. No covenant or condition to be performed by the City under this Lease can be waived except by the written consent of the Lessor. Forbearance or indulgence by the Lessor in any regard whatsoever shall not constitute a waiver of the covenant or condition in question. Until performance by the City of said covenant or condition is complete, the Lessor shall be entitled to invoke any remedy available to the Lessor under this Lease or by law or in equity despite said forbearance or indulgence. SECTION 26. Assignment and Subleasing. The City shall not (a) assign, transfer, pledge, or hypothecate this Lease, the Property, or any part thereof, or any interest therein, or (b) sublet or lend the Property or any part thereof except with the prior written consent of the Lessor which, in the case of subletting, shall not be unreasonably withheld; provided such subletting shall not affect the tax-exempt status of the interest components of the Rental Payments payable by the City hereunder. No such pledge, assignment, sublease or any other transfer shall in any event affect or reduce the obligation of the City to make the Rental Payments due hereunder. Consent to any of the foregoing acts applies only in the given instance and is not a consent to any subsequent like act by the City or any other person. Notwithstanding the foregoing, the Lessor acknowledges that the Property will be installed at City facilities and the City may from time to time lease, or otherwise allow third parties to use, such City facilities in which the Property is located in the normal course. The Lessor agrees that the Lessor' s consent is not required for such leasing, or arrangement to allow third parties to use, City facilities 10 notwithstanding this Section 26, so long as the City' s obligations under the Lease are not otherwise diminished by such leases or usage arrangements . Subject to the provisions set forth below in this Section 26, the Lessor may assign its right, title and interest in this Lease, the Rental Payments and other amounts due hereunder and the Property in whole or in part to one or more assignees or subassignees at any time, without the consent of the City. Any such assignment by the Lessor or its assigns shall comply with the requirements of Sections 5950-5955 of the California Government Code. No such assignment shall be effective as against the City unless and until the Lessor shall have filed with the City (i) a copy of such assignment or written notice thereof, and (ii) a Sophisticated Investor Letter of the assignee in substantially the same form as provided on Exhibit A hereto. The City shall pay all Rental Payments hereunder pursuant to the direction of the Lessor or the assignee named in the most recent assignment or notice of assignment filed with the City. During this Lease term, the City shall keep a complete and accurate record of all such assignments or notices of assignment received by the City. Subject to the foregoing, this Lease inures to the benefit of, and is binding upon, the successors and permitted assigns of the parties hereto. Notwithstanding any assignment by the Lessor pursuant to this Section 26, the term "Lessor' s Administrative Agent" shall refer to Municipal Finance Corporation (i. e. , the initial Lessor hereunder) unless and until the City receives written notice from the then current Lessor designating a different person or entity as the Lessor' s Administrative Agent. The City shall be entitled to treat any demand, receipt, notice, other communication, satisfaction or release from the Lessor' s Administrative Agent as if the same has been executed and delivered by the Lessor and shall be entitled to assume its validity and accuracy and rely thereon without any responsibility to verify whether it is in fact consistent with the Lessor' s instructions . All demands, notices, communications, documents or other materials given by the City to the Lessor' s Administrative Agent shall be deemed to have been delivered to the Lessor. The City has no responsibility to inquire about or verify the Lessor' s Administrative Agent' s fulfillment of the Lessor' s Administrative Agent' s duty towards the Lessor. SECTION 27 . Ownership. During the term of this Lease, the Property is and shall at all times be and remain the sole and exclusive property of the Lessor, and the City shall have no right, title, or interest therein or thereto except as expressly set forth in this Lease. The City shall take all such actions as reasonably requested by the Lessor to insure that legal title to the Property being acquired by the City hereunder, whether by the City or by a third party acting on behalf of the City, is vested in the Lessor. 11 SECTION 28 . Personal Property. The Property is and shall at all times be and remain personal property notwithstanding that the Property or any part thereof may now be or hereafter become in any manner affixed or attached to or imbedded in, or permanently resting upon, real property or any building thereon, or attached in any manner to what is permanent by means of cement, plaster, nails, bolts, screws or otherwise . SECTION 29 . Purchase Option. If the City is not in default of any term, condition or payment specified hereunder, the City may exercise options to prepay this Lease and purchase not less than all of the Property in "as-is" and "where-is" condition on the specified dates and for the specified amounts set forth in the Schedule. The purchase option price specified for a particular date is in addition to the Rental Payment due on the same date. SECTION 30 . Release of Liens. Upon the City either making all of the Rental Payments scheduled herein or making a purchase option payment, the Lessor, its successors or assigns shall cause (i) legal title to the Property to be transferred to the City and (ii) the release of all liens, encumbrances or security interests on the Property created pursuant to the Lessor' s rights under this Lease. SECTION 31 . Tax Covenants. (a) Generally. The City shall not take any action or permit to be taken any action within its control which would cause or which, with the passage of time if not cured would cause, the interest components of the Rental Payments to become includable in gross income for federal income tax purposes . (b) Private Activity Bond Limitation. The City shall assure that the Lease Proceeds are not so used as to cause this Lease to satisfy the private business tests of Section 141 (b) of the Internal Revenue Code of 1986, as amended (the "Code") , or the private loan financing test of Section 141 (c) of the Code. (c) No Arbitrage. The City will not take any action or omit to take any action which action or omission, if reasonably expected on the date of this Lease, would have caused this Lease to be an "arbitrage bond" within the meaning of Section 148 (a) of the Code. (d) Federal Guarantee Prohibition. The Rental Payments are not directly guaranteed or indirectly guaranteed in whole or in part by the United States or any agency or instrumentality of the United States so as to cause the Rental Payments to be "federally guaranteed" within the meaning of Section 149 (b) of the Code. 12 (e) Reimbursement Regulations . The Lease Proceeds used for reimbursement of prior expenditures will be made pursuant to and in compliance with Income Tax Regulations Section 1 . 150-2 . (f) Bank Qualified. The City hereby designates this Lease for purposes of paragraph (3) of Section 265 (b) of the Code and represents that not more than $10, 000, 000 aggregate principal amount of obligations the interest on which is excludable (under Section 103 (a) of the Code) from gross income for federal income tax purposes (excluding (i) private activity bonds, as defined in Section 141 of the Code, except qualified 501 (c) (3) bonds as defined in Section 145 of the Code and (ii) current refunding obligations to the extent the amount of the refunding obligation does not exceed the outstanding amount of the refunded obligation, including this Lease, has been or will be issued by the City, including all subordinate entities of the City, during calendar year 2014 . (g) Arbitrage Rebate . The City shall take any and all actions necessary to assure compliance with Section 148 (f) of the Code, relating to the rebate of excess investment earnings, if any, to the federal government, to the extent that such section is applicable to this Lease. SECTION 32 . Extraordinary Costs . In the case of litigation, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including attorneys ' fees (which may be the allocable cost of in-house counsel) , incurred by the prevailing party in exercising any of its rights or remedies hereunder or enforcing any of the terms, conditions or provisions hereof. SECTION 33 . Severability. If any provision of this Lease shall be held invalid or unenforceable by a court of competent jurisdiction, such holdings shall not invalidate or render unenforceable any other provision of this Lease, unless elimination of such provision materially alters the rights and obligations embodied in this Lease. SECTION 34 . Entire Agreement . This Lease, the Schedule, and any agreements that specifically refer to this Lease that are duly executed by authorized agents of the parties hereto constitute the entire agreement between the Lessor and the City, and it shall not be further amended, altered, or changed except by a written agreement that is properly authorized and executed by the parties hereto. SECTION 35. Notices . Service of all notices under this Lease shall be sufficient if given personally or mailed to the party involved at its respective address hereinafter set forth or at such address as such party may provide in writing from time to time. Any such notice mailed to such address shall be effective when deposited in the United States mail, duly addressed and with postage prepaid. 13 SECTION 36. Titles . The titles to the Sections of this Lease are solely for the convenience of the parties and are not an aid in the interpretation thereof. SECTION 37 . Further Assurances and Corrective Instruments. The Lessor and the City agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may be reasonably required for correcting any inadequate or incorrect description of the Property hereby leased or intended so to be or for carrying out the expressed intention of this Lease. SECTION 38 . Execution in Counterparts . This Lease may be executed in several counterparts, each of which shall be original and all of which shall constitute but one and the same instrument . SECTION 39. Time. Time is of the essence in this Lease and each and all of its provisions . SECTION 40 . Lease Interpretation. This Lease and the rights of the parties hereunder shall be determined in accordance with the laws of the State of California. 14 IN WITNESS WHEREOF, the parties hereto have caused their authorized agents to execute this Lease on the dates specified below. MUNICIPAL FINANCE CORPORATION CITY OF SEAL BEACH 2945 Townsgate Road, Suite 200 211 8th Street Westlake Village, CA 91361 Seal Beach, CA 90740 By By Title Title Date Date 15 EXHIBIT A SOPHISTICATED INVESTOR LETTER City of Seal Beach Seach Beach, California Re: Lease with Option to Purchase, dated 2014 (the "Lease") , by and between Municipal Finance Corporation, as lessor (the "Lessor") and the City of Seal Beach, as lessee (the "City") Ladies and Gentlemen: The undersigned (the "Assignee") is delivering this letter (the "Assignee Letter") to the City pursuant to Section 26 of the above- referenced Lease. All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Lease. The City has entered into the Lease in connection with the financing of the acquisition of certain Property, as more fully described under the Lease (the "Financing") . Pursuant to the Lease, the City is obligated to make rental payments thereunder to the Lessor. Pursuant to an Assignment of Lease #13-030 (the "Assignment Agreement") between the Lessor and City Bank National Associaton (the "Assignee") , the Assignee has assigned to the Assignee all of the Assignee' s rights, title and interest to the Lease . It is acknowledged that City is not a party to the Assignment Agreement . No representation of any nature whatsoever has been or is made by the City regarding the Assignment Agreement . The Assignee does hereby certify, represent, warrant and agree for the benefit of the City that : (a) The Assignee understands that the payment obligations of the City under the Lease, including but not limited to rental payments thereunder, do not constitute an obligation of the City which the City is obligated to levy or pledge any form of taxation or for which the City has levied or pledged any form of taxation. Neither the full faith nor credit of the City, any other municipality or county of California, the State of California, or any political division thereof is pledged to the City' s payment under or as any security for the Lease. (b) The Assignee has received, read and reviewed such documents, instruments and information related to the Lease as the Assignee has requested in order to evaluate the merits and risks of entering into the financial arrangements contemplated by the Lease . (c) The Assignee has been provided an opportunity to ask questions of, and the Assignee has received answers from, representatives of the City regarding the terms and conditions of the Lease, and the Assignee has obtained all additional information requested by the Assignee in connection with the Lease . (d) The Assignee has such knowledge and experience in financial and business matters in general, and in transactions such as the financial arrangements contemplated by the Lease in particular, that it is capable of evaluating and has evaluated the merits and risks of entering into the financial arrangements contemplated by the Lease and the Assignee is capable and prepared to bear the risks of entering into the Assignment Agreement with respect to the Financing. (e) The Assignee understands that (i) neither the Lease nor the rights to payment under the Lease have been registered with any federal or state securities agency or commission or otherwise qualified for sale under the "Blue Sky" laws or regulations of any state, and (ii) no credit rating has been sought or obtained with respect to such agreements (or the rights to payments under the Lease) . (f) The Assignee understands that the City has not prepared any offering document (in the form of an official statement or otherwise) with respect to the Lease or the Financing. (g) The Assignee acknowledges that, as between the Assignee and the City: (i) the Assignee has assumed responsibility for requesting information regarding the City, its financial condition, the Lease, the provisions for payment thereof, and the sufficiency of any security therefor, and making such review as the Assignee has deemed necessary or desirable in connection with its decision to enter into the entering into the Assignment Agreement with respect to the Financing, and (ii) any additional information specifically requested from the City and provided to the Assignee prior to closing constitutes all the information and review, with the investigation made by Assignee (including specifically the Assignee' s investigation of the City) prior to entering into the Assignment Agreement, that Assignee has deemed necessary or desirable in connection with its decision to enter into the Assignment Agreement . (h) The Assignee is duly and validly organized under the laws of its jurisdiction of incorporation or organization, and it can bear the economic risk of entering into the financial 2 arrangements contemplated by the Lease and has fully sufficient knowledge and experience in business and financial matters, including the analysis of a participation in similar financial arrangements, as to be capable of evaluating the merits and risks of entering into entering into the Assignment Agreement with respect to the Financing on the basis of the information and review described in paragraphs (b) (c) , (d) , and (e) above. The Assignee is entering into the Assignment Agreement for its own account and not with a present view to, or for resale in connection with, any distribution of its rights under the Assignment Agreement or any beneficial interest therein, and the Assignee intends at this time to retain such rights or beneficial interests for its own account, for an indefinite period of time, and does not intend at this time to dispose of all or any part of its rights to the Lease or any beneficial interest therein. The Assignee understands that it may need to bear the risks of entering into entering into the Assignment Agreement with respect to the Financing for an indefinite time, since any transfer or assignment of its rights under the Lease or any beneficial interest therein prior to expiration of the Lease may not be possible due to a variety of potential circumstances and reasons . The Assignee understands that its rights under the Lease may not be transferred except in accordance with this Assignee Letter and the Section 26 of the Lease. (j ) The Assignee is legally authorized to enter into entering into the Assignment Agreement related to the Financing. (k) Although the Assignee does not intend at this time to dispose of all or any part of its rights and interest under the Lease or any beneficial interest therein, the Assignee acknowledges that it has the right to sell, assign and transfer such rights and interest or any beneficial interest therein, subject to the requirements set forth in the Lease, this Assignee Letter and applicable law governing such sale, assignment and transfer. The Assignee agrees that it will not sell, assign or otherwise transfer its rights and interest under the Lease or any beneficial interest therein without requiring the transferee to deliver an Assignee Letter to the City to the same effect as this Assignee Letter, including this paragraph (k) , with no material revisions except as may be approved in writing by the City. (1) The person signing this Assignee Letter on behalf of the Assignee is a duly appointed, qualified and acting representative of the Assignee and authorized to make the 3 certifications, representations and warranties contained herein. IN WITNESS WHEREOF, the Assignee has caused this Letter to be executed and delivered by its authorized representative on 2014 . CITY NATIONAL BANK By: Print Name: Title : 4 LEASE SCHEDULE #13-030 This Schedule is issued pursuant to the Lease with Option to Purchase dated as of r 2014 by and between the undersigned. A. Property Location: Various City facilities throughout the City of Seal Beach, California B. Property Description: C. Name and Address of the Supplier: D. Lease Proceeds Summary: Property Cost $ Sales Tax: Rental Payments: Lease Proceeds: E. Lease Term. The term of this Schedule is for a period commencing on the Closing Date and concluding years thereafter. F. Rental Payments . The Rental Payments for this Schedule are due in 23 payments in accordance with the Payment Schedule herein. Each payment includes interest at the rate of 3 . 400% per annum on the principal component of the unpaid Rental Payments . Lease with Option to Purchase #13-030 dated as of 2014 PROPERTY DESCRIPTION/LOCATION/SUPPLIER LIST ASSIGNMENT OF LEASE #13-030 FOR VALUE RECEIVED, MUNICIPAL FINANCE CORPORATION (the "Corporation") as assignor without recourse does hereby sell, assign, and transfer to CITY NATIONAL BANK (the "Assignee" ) as assignee and its successors and assigns (i) all of its right, title and interest in and to the Lease with Option to Purchase #13-030 dated as of 11 2014 between the Corporation as lessor and CITY OF SEAL BEACH (the "City") as lessee (hereinafter said lease and any supplements, amendments, additions thereof and any extension or renewals thereof is referred to as the "Lease") , (ii) all of its right, title and interest in and to Acquisition Fund Agreement (as defined in the Lease") , and (iii) all moneys, sums and amounts now due or hereinafter to become due under the Lease. The Corporation represents and warrants that it has made no prior sale or assignment of any interest covered hereby; that the Lease is genuine and in all respects is what it purports to be. The Corporation further represents and warrants that as of the date this assignment is made, the Lease is in full force and effect, has not been amended except as set forth in instrument delivered to the Assignee and the City is not in default of any terms thereunder. The Assignee hereby appoints the Corporaton as the Assignee' s attorney-in-fact (and act as the Lessors Administrative Agent under the Lease) for the purposes of the giving demands, receipts and other notices and satisfaction and releases and of receiving demand, notices, communications, documents or other materials given by the City or the Custodian pursuant to the Lease and the Acqusitionn Fund Agreement either in the name of the Assignee or in the name of the Corporation in the same manner and with the same effect as the Corporation could do if this Assignment of Lease had not been made; provided, that the Corporation shall at all times maintain proper records of notices and materials given or received relating to the Lease and the Acquisition Fund Agreement and shall promptly make such records available to the Assignee upon the Assignee' s directions . Within fifteen (15) days after receiving its full bargain with respect to the Lease, the Assignee shall cause to be released to the City its vested interest in the Property thereto. This Assignment of Lease shall be construed and governed in accordance with the laws of the State of California. Any provision of this Assignment of Lease found to be prohibited by law shall be ineffective only to the extent of such prohibition, and shall not invalidate the remainder of this Assignment of Lease . This Assignment of Lease shall be binding upon and inure to the benefit of the parties and their respective successors and assigns and is made in accordance with the Municipal Lease Placement Agreement dated as of January 1, 1999, as amended, entered into between the Corporation and the Assignee. In the case of litigation, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including attorneys ' fees which may be the allocable cost of in-house counse],-, incurred by the prevailing party in exercising any of its rights or remedies hereunder or enforcing any of the terms, conditions, or provisions hereof. IN WITNESS WHEREOF, the Corporation has caused this Assignment of Lease to be executed by its duly authorized agent on the date specified below. MUNICIPAL FINANCE CORPORATION By Title Date ACKNOWLEDGEMENT OF ASSIGNMENT The undersigned hereby acknowledges the assignment by MUNICIPAL FINANCE CORPORATION over to CITY NATIONAL BANK of that certain Lease with Option to Purchase #13-030 dated as of 1 2014 (the "Lease") , entered into between MUNICIPAL FINANCE CORPORATION as lessor and the undersigned as lessee. With respect to the Lease, the undersigned agrees to pay, commencing with the first scheduled Rental Payment, all rentals and moneys due or to become due under said Lease to CITY NATIONAL BANK, City Loan Center, 2100 Park Place, Suite 150, El Segundo, CA 90245, Attn: Loan Servicing #354, and further agrees it shall have no counterclaim or offset against rentals due thereunder as to said Assignee. IN WITNESS WHEREOF, the lessee has caused this Acknowledgment of Assignment to be executed by its authorized agent on the date specified below. CITY OF SEAL BEACH By Title Date 2 ATTACHMENT "D" Acquisition Fund Agreement ACQUISITION FUND AGREEMENT #13-030 This Acquisition Fund Agreement (this "Agreement") , dated as of F 2014, is among MUNICIPAL FINANCE CORPORATION, a California corporation (the "the Lessor") , CITY OF SEAL BEACH, a political subdivision of the State of California (the "City") and DEUTSCHE BANK NATIONAL TRUST COMPANY, a national trust company (the "Custodian") . Reference is made to that certain Lease with Option to Purchase #13-030 dated as of r 2014 between the Lessor and the City (the "Lease") , covering the financing of a certain property described therein (the "Property") . It is a requirement of the Lease that the funds for the Acquisition of the Property be deposited with the Custodian hereunder for the purpose of providing a mechanism for the application of such amounts to the payment of Property costs. Capitalized terms used in this Agreement and not otherwise defined shall have the respective meanings given such terms in the Lease . The parties agree as follows: 1 . Creation of Acquisition Fund. (a) There is hereby created a special trust fund to be known as the "City of Seal Beach Acquisition Fund" (the "Acquisition Fund") to be held in trust by the Custodian for the purposes stated herein, for the benefit of the Lessor and the City, to be held, disbursed and returned in accordance with the terms hereof. On the Closing Date, the the City has caused the amount of $1, 546, 930 . 82 to be transferred to the Custodian for deposit into the Acquisition Fund. (b) The Custodian shall invest and reinvest moneys on deposit in the Acquisition Fund in Qualified Investments in accordance with written instructions received from the City. The City shall be solely responsible for ascertaining that all proposed investments and reinvestments are Qualified Investments and that the City' s instructions for such investment or reinvestment comply with federal, state and local laws, regulations and ordinances governing investment of such funds and for providing appropriate notice to the Custodian for the reinvestment of any maturing investment. Accordingly, neither the Custodian nor the Lessor shall be responsible for any liability, cost, expense, loss or claim of any kind, directly or indirectly arising out of or related to the investment or reinvestment of all or any portion of the moneys on deposit in the Acquisition Fund made in accordance with the instructions of the City, and the City agrees to and does hereby release the Custodian and the Lessor from any such liability, cost, expenses, loss or claim. Interest on the Acquisition Fund shall become part of the Acquisition Fund, and gains and losses on the investment of the moneys on deposit in the Acquisition Fund shall be borne by the Acquisition Fund. For purposes of this agreement, "Qualified Investments" means any investments which meet the requirements of Section 53601 of the California Government Code. IN THE ABSENCE OF WRITTEN INSTRUCTIONS, THE CUSTODIAN IS HEREBY AUTHORIZED AND DIRECTED TO INVEST AND RE-DIVEST ALL FUNDS ON HAND IN THE DB CASH RESERVE. (c) Unless otherwise provided under this Agreement or the Acquisition Fund is earlier terminated in accordance with the provisions of paragraph (d) below, amounts in the Acquisition Fund shall be disbursed by the Custodian in payment of amounts described in Section 2 hereof upon receipt of written authorization (s) from the Lessor' s Administrative Agent, as is more fully described in Section 2 hereof. If the amounts in the Acquisition Fund are insufficient to pay such amounts, the City shall be solely responsible for the balance of the funds needed to complete the Acquisition of the Property. For the purposes of this Agreement, the the term "Acqusition Period" shall mean the period commencing on the Closng Date through the first annivesay of the Closing Date. Any moneys remaining in the Acquisition Fund after the Acquisition Period shall be applied as provided in Section 4 hereof. (d) The Acquisition Fund shall be terminated at the earliest of (i) the final distribution of amounts in the Acquisition Fund or (ii) written notice given to the Custodian by the Lessor' s Administrative Agent (with a copy to be given to the City concurrently) of the occurrence of an Event of Default or termination of the Lease (such notice being referred to below as a "Lease Default Notification") . (e) The Custodian may act in reliance upon any writing or instrument or signature which it, in good faith, believes to be genuine and may assume the validity and accuracy of any statement or assertion contained in such a writing or instrument. The Custodian shall not be liable in any manner for the sufficiency or correctness as to form, manner of execution, or validity of any such instrument that it relies on in good faith nor as to the identity, authority, or right of any person executing the same; and its duties hereunder shall be limited to the receipt of such moneys, instruments or other documents received by it as the Custodian, and for the disposition of the same in accordance herewith. (f) Except for claims, liabilities, losses, actions, suits or proceedings, or expense, fees or charges arising out of the Custodian' s gross negligence or willful misconduct, the City agrees to and does hereby indemnify the Custodian and hold it harmless from any and all claims, liabilities, losses, actions, suits or proceedings at law or in equity, or any other expense, fees or charges of any character or nature, which it may incur or with which it may be threatened by reason of its acting as Custodian in accordance with the City' s written instructions pursuant to this agreement; and in connection therewith, does to the extent permitted by law indemnify the Custodian against any and all reasonable expenses; including 2 reasonable attorneys' fees and the cost of defending any action, suit or proceeding or resisting any claim. (g) If the City and the Lessor shall be in disagreement about the interpretation of the Lease, or about the rights and obligations, or the propriety of any action contemplated by the Custodian hereunder, the Custodian may, but shall not be required to, file an appropriate civil action to resolve the disagreement . The Custodian shall be reimbursed by the losing party (as between the City or the Lessor) with respect to the disagreement for all reasonable costs, including reasonable attorneys' fees, in connection with such civil action, and shall be fully protected in suspending all or part of its activities under the Lease until a final judgment in such action is received. (h) [Reserved. ] (i) The City shall reimburse the Custodian for all reasonable costs and expenses, including those of the Custodian' s attorneys, agents and employees incurred for extraordinary administration of the Acquisition Fund and the performance of the Custodian' s powers and duties hereunder in connection with any Event of Default under the Lease, or in connection with any dispute between the Lessor and the City concerning the Acquisition Fund; provided, that with respect to any dispute between the Lessor and the City, if the City is the prevailing party to such dispute, the City shall be entitled to recover from the Lessor for the moneys reimbursed to the Custodian pursuant this Section l (i) . 2 . Acquisition of Property. (a) Acquisition Contracts . The City will arrange for, supervise and provide for, or cause to be supervised and provided for, the Acquisition of the Property, with moneys available in the Acquisition Fund. The City represents the estimated costs of the Property are within the funds estimated to be available therefor, and the Lessor makes no warranty or representation with respect thereto. (b) Authorized Acquisition Fund Disbursements. Except as provided in Sections 3 and 4 below, disbursements from the Acquisition Fund shall be made for the purpose of paying (including the reimbursement to the City for advances from its own funds to accomplish the purposes hereinafter described) the cost of acquiring and constructing the Property. (c) Requisition Procedure . No disbursement from the Acquisition Fund pursuant to this Section 2 shall be made unless and until the Lessor' s Adminstrative Agent has approved such requisition, which approval shall not be unreasonably delayed. Prior to disbursement from the Acquisition Fund there shall be filed with the Custodian a requisition for such payment in the form of Disbursement 3 Request attached hereto as Schedule 1, stating each amount to be paid and the name of the person, firm or corporation to whom payment thereof is due . Each such requisition shall be signed by an authorized representative of the City (an "Authorized Representative") and by the the Lessor' s Administrative Agent . The City shall provide to the the Lessor' s Administrative Agent a Certificate of Acceptance along with the final Disbursement Request. 3. Disbursement from Acquisition Fund for Capitalized Interest . On [September] 2014, the Custodian shall disburse $26, 297 . 82 from the Acquisition Fund to the Lessor as payment, on behalf of the City for the Rental Payment due on such date. $ 4 . Excessive Moneys in the Acquisition Fund. Following the final disbursement from the Acquisition Fund at the end of the Acquisition Period, or termination of the Acquisition Fund as otherwise provided herein, the Custodian shall transfer any remainder from the Acquisition Fund to the City for application to amounts owed under the Lease in accordance with Section 6 of the Lease . 5 . Security Interest . The Custodian and the City acknowledge and agree that the Acquisition Fund and all proceeds thereof are being held by Custodian for disbursement or return as set forth herein. The City hereby grants to the Lessor a first priority perfected security interest in the Acquisition Fund, and all proceeds thereof, and all investments made with any amounts in the Acquisition Fund. If the Acquisition Fund, or any part thereof, is converted to investments as set forth in this agreement, such investments shall be made in the name of Custodian and the Custodian hereby agrees to hold such investments as bailee for the Lessor so that the Lessor is deemed to have possession of such investments for the purpose of perfecting its security interest. 6. Control of Acquisition Fund. In order to perfect the Lessor' s security interest by means of control in (i) the Acquisition Fund established hereunder, (ii) all securities entitlements, investment property and other financial assets now or hereafter credited to the Acquisition Fund, (iii) all of the City' s rights in respect of the Acquisition Fund, such securities entitlements, investment property and other financial assets, and (iv) all products, proceeds and revenues of and from any of the foregoing personal property (collectively, the "Collateral") , the Lessor, the City and Custodian further agree as follows: (a) All terms used in this Section 6 which are defined in the Commercial Code of the State of California (the "Commercial Code") but are not otherwise defined herein shall have the meanings assigned to such terms in the Commercial Code, as in effect on the date of this Agreement. 4 (b) Upon receipt of a Lease Default Notification from the Lessor, the Custodian will comply with all entitlement orders originated by the Lessor with respect to the Collateral, or any portion of the Collateral, without further consent by the City, but shall provide the City with a copy of any such entitlement order immediately upon receipt thereof. (c) The Custodian hereby represents and warrants (a) that the records of the Custodian show that the City is the sole owner of the Collateral, (b) that Custodian has not been served with any notice of levy or received any notice of any security interest in or other claim to the Collateral, or any portion of the Collateral, other than the Corporation' s claim pursuant to this Agreement, and (c) that the Custodian is not presently obligated to accept any entitlement order from any person with respect to the Collateral, except for entitlement orders that the Custodian is obligated to accept from the Lessor under this Agreement and entitlement orders that the Custodian, subject to the provisions of paragraph (e) below, is obligated to accept from the City. (d) Without the prior written consent of the Lessor, the Custodian will not enter into any agreement by which the Custodian agrees to comply with any entitlement order of any person other than the Lessor or, subject to the provisions of paragraph (e) below, the City, with respect to any portion or all of the Collateral . The Custodian shall promptly notify the Lessor and the City if any person requests the Custodian to enter into any such agreement or otherwise asserts or seeks to assert a lien, encumbrance or adverse claim against any portion or all of the Collateral. (e) Except as otherwise provided in this paragraph (e) and subject to Section 1 (b) hereof, the Custodian may allow the City to effect sales, trades, transfers and exchanges of Collateral within the Acquisition Fund, but will not, without the prior written consent of the Lessor, allow the City to withdraw any Collateral from the Acquisition Fund except as provided in Section 2 (b) and Section 4 . So long as an Event of Default has occurred and continuing uncured under the Lease (as evidenced by the receipt of a Lease Default Notification from the Lessor) the Lessor has the right, by delivery of written notice to the Custodian, to prohibit the City from effecting any withdrawals (including withdrawals of ordinary cash dividends and interest income) , sales, trades, transfers or exchanges of any Collateral held in the Acquisition Fund or issue entitlement orders to have the Collateral applied to rental payments owing to the Lessor under the Lease. In such connection, the Custodian hereby agrees to comply with any and all written instructions delivered by the Lessor to Custodian (once it has had a reasonable opportunity to comply therewith) and has no obligation to, and will not, investigate the reason for any action taken by the Lessor, the amount of any obligations of the City to the Lessor, the validity of any of the 5 Lessor' s claims against or agreements with the City, the existence of any defaults under such agreements, or any other matter. (f) The City hereby irrevocably authorizes Custodian to comply with all instructions and entitlement orders delivered by the Lessor to Custodian pursuant to this Sect'-on 6; provided, that the City shall be entitled to recover from the Lessor all losses to the City (including any cost incurred in connection with such recovery) arising from the Custodian' s compliance with any instructions or entitlement orders from the Lessor which are wrongfully given by the Lessor according to the provisions of the Lease or this Agreement. (g) The Custodian will not attempt to assert control, and does not claim and will not accept any security or other interest in, any part of the Collateral, and the Custodian will not exercise, enforce or attempt to enforce any right of setoff against the Collateral, or otherwise charge or deduct from the Collateral any amount whatsoever. (h) The Custodian and the City hereby agree that any property held in the Acquisition Fund shall be treated as a financial asset under such section of the Commercial Code as corresponds with Section 8-102 of the Uniform Commercial Code, notwithstanding any contrary provision of any other agreement to which the Custodian may be a party. (i) The Custodian is hereby authorized and instructed, and hereby agrees, to send to the Lessor' s Administrative Agent at its address set forth in Section 7 below, concurrently with the sending thereof to the City, duplicate copies of any and all monthly Acquisition Fund statements or reports issued or sent to the City with respect to the Acquisition Fund. 7 . Miscellaneous . This Agreement may not be amended except in writing signed by all parties hereto. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument and each shall have the force and effect of an original and all of which together constitute, and shall be deemed to constitute, one and the same instrument . Notices hereunder shall be made in writing and shall be deemed to have been duly given when personally delivered or when deposited in the mail, first class postage prepaid, or delivered to an express carrier, charges prepaid, or sent by facsimile with electronic confirmation, addressed to each party at its address below: If to the Lessor/Lessor' s Administrative Agent : Municipal Finance the Corporation 2945 Townsgate Road, Suite 200 Westlake Village, CA 91361 Attn: William Morton Phone: 805-267-7140 6 Fax: 805-267-7142 If to the City: City of Seal Beach 211 8th Street Seal Beach, CA 90740 Attn: City Manager Phone: (562) 431-2527, Ext . 1300 and Attn: Finance Director Phone: (562) 431-2527 Ext . 1311 Fax: If to Custodian: Deutsche Bank National Trust Company 1761 East St . Andrew Place Santa Ana, CA 92705 Attn: Jane Snyder Phone: 714-247-6038 Fax: 714-247-6409 7 In Witness Whereof, the parties have executed this Acquisition Fund Agreement as of the date first above written . Municipal Finance the Corporation City of Seal Beach By: By: Title: Title : Deutsche Bank National Trust Company By: Title Deutsche Bank National Trust Company By: Title 8 SCHEDULE 1 FORM OF DISBURSEMENT REQUEST Re: Lease with Option to Purchase #13-030 dated as of 2014 by and between Municipal Finance the Corporation and City of Seal Beach (the "Lease") In accordance with the terms of the Acquisition Fund Agreement, dated as of 1 2014 (the "Acquisition Fund Agreement") by and among Municipal Finance Corporation (the "Corporation") , City of Seal Beach (the "City") and Deutsche Bank National Trust Company (the "Custodian") , the undersigned hereby requests the Custodian to pay the following persons the following amounts from the Acquisition Fund created under the Acquisition Fund Agreement (the "Acquisition Fund") for the following purposes . Payee' s Name and Invoice Dollar Purpose Address Number Amount The undersigned hereby certifies as follows: (i) An obligation in the stated amount has been incurred by the City, and the same is a proper charge against the Acquisition Fund for costs relating to the Property identified in the Lease, and has not been paid. Attached hereto is the original invoice with respect to such obligation. (ii) The undersigned, as Authorized Representative, has no notice of any vendor' s, mechanic' s or other liens or rights to liens, chattel mortgages, conditional sales contracts or security interest which should be satisfied or discharged before such payment is made. (iii) This requisition contains no item representing payment on account, or any retained percentages which the City is, at the date hereof, entitled to retain. (iv) The Property is insured in accordance with the Lease. (v) No Event of Default, and no event which with notice or lapse of time, or both, would become an Event of Default, under the Lease has occurred and is continuing at the date hereof. 9 (vi) The disbursement shall occur during the Acquisition Period set forth in this Agreement. (vii) No material adverse change in the City' s financial condition shall have occurred since the date of the Lease. Dated: CITY OF SEAL BEACH By: Authorized Representative Disbursement of funds from the Property Fund in accordance with the foregoing Disbursement Request hereby is authorized MUNICIPAL FINANCE CORPORATION By: Title: President 10 ARBITRAGE AND TAX CERTIFICATE #13-030 The undersigned hereby certifies that he/she is a duly appointed authorized agent, of the CITY OF SEAL BEACH (the "City") , for the purpose of executing and delivering, on behalf of the the City, the Lease with Option to Purchase dated as of 11 2014 (the "Lease") , by and between MUNICIPAL FINANCE CORPORATION (the "the Corporation") as lessor and the City as lessee. This Certificate is being issued pursuant to Section 148 of the Internal Revenue Code of 1986 (the "Code") , and Treasury Regulations, Sections 1 . 148-1 through 1 . 148-11 promulgated thereunder (the "Regulations") . The following facts, estimates and circumstances are either in existence on the date of this Arbitrage and Tax Certificate or are reasonably expected to occur hereafter. 1 . Under the Lease, the Corporation is required to acquire the property described in the schedule attached to the Lease (the "Property") , and to lease and sell the Property to the City; and the the City is required to lease and purchase the Property from the Corporation by making Rental Payments with respect thereto, comprising principal and interest, on the dates and in the amounts set forth in the Lease. 2 . On the Closing Date, the City will receive not less than $1, 546, 930 . 82 from the Corporation. Such moneys will be deposited with the the City and used, together with interest earnings thereon, to pay the Property costs and the Advance Rental Payments. 3 . The City, on behalf of the Corporation, will proceed to acquire and install the Property with due diligence and, based upon the provisions of the purchase contracts, delivery and acceptance of the Property is scheduled to occur on or before six months after the date hereof but in no case later than three years from the date hereof, and it is expected that all Lease proceeds will be spent by such date. 4 . The original proceeds of the Lease plus the interest earned thereon, will not exceed by more than 5% the amount necessary for the governmental purpose for which the Lease is issued. 5 . No sinking fund will be maintained for the payment of the Rental Payments due under the Lease . 6. The term of the Lease is not longer than is reasonably necessary for the governmental purpose of the Lease, and the weighted average maturity of the Lease does not exceed 120 percent of the average reasonably expected economic life of the leased Property. 7 . The Property has not been, and is not expected during the term of the Lease, to be sold or otherwise disposed of by the the City. 8 . The City and its subordinate entities (as defined in the Code) will not, in the aggregate, issue more than $5, 000, 000 of tax- exempt obligations during calendar year 2014 and, thus, qualifies for the arbitrage rebate exemption provided for in Section 148 (f) (4 ) (D) of the Code. 9. To the best of the knowledge and belief of the undersigned, the expectations of the City, as set forth above, are reasonable, and there are no present facts, estimates and circumstances which would change the foregoing expectations . IN WITNESS WHEREOF, the party hereto has caused its authorized agent to execute this Arbitrage and Tax Certificate on the date specified below. CITY OF SEAL BEACH By Title Date 2 CERTIFICATE OF ACCEPTANCE #13-030 This Certificate of Acceptance is issued pursuant to the Lease with Option to Purchase #13-030 dated as of r 2014 ("Lease") between the City of Seal Beach (the "City" ) as lessee and Municipal Finance the Corporation (the "Corporation") as lessor. The City hereby acknowledges as of the date specified below, the receipt and acceptance of the Property described on Lease Schedule #13-030 . The City hereby certifies that the Property has been inspected and is now in the City' s possession and is in good order and repair (subject to any undischarged vendor/contractor warranty obligations) . The City further certifies that no event has occurred and is continuing which constitutes, or would constitute, an event of default but for any requirement of notice or lapse of time or both. Property Acceptance Date: The City authorizes the Custodian to disburse the balance of Lease Proceeds in the Acquisition Fund to the City, which shall apply such proceeds towards making future Rental Payments due under the Lease. Such Lease Proceeds shall be immediately yield restricted in accordance with applicable U. S. Treasury Regulations . IN WITNESS WHEREOF, the City' s authorized agent confirms the Property acceptance date specified above by executing this Certificate of Acceptance. CITY OF SEAL BEACH By Title CERTIFICATE OF LESSEE #13-030 The undersigned, duly authorized representative of City of Seal Beach (the "City") as lessee under that Lease with Option to Purchase #13-030 dated as of 1 2014 (the "Lease") with Municipal Finance Corporation as lessor, hereby certifies as follows: 1. 1 have been duly authorized to execute and deliver, on behalf of the City, the Lease and related documents pursuant to a resolution adopted by the City's governing body, which resolution is in full force and effect and has not been amended, modified, supplemented or rescinded as of the date hereof. 2. The City has complied with all agreements and covenants and satisfied all conditions contemplated by the Lease on its part to be performed or satisfied on or before the date hereof. 3. The representations, warranties and covenants of the City contained in the Lease are true and correct in all material respects as of the date hereof, as if made on this date. 4 . No litigation (the notice of which has been received by the City) is pending or, to the best of my knowledge, threatened (either in state or federal courts) (a) to restrain or enjoin the issuance and delivery of the Lease or the collection of revenues to be used to meet the City' s obligations under the Lease; (b) in any way contesting or affecting the authority for the execution or delivery of the Lease, or the validity of the Lease; (c) in any way contesting the existence or powers of the City, as such existence or powers in any way relate to the execution of the Lease or the City' s obligations under the Lease, or (d) could materially adversely affect the financial position of the City such that it would affect the City' s ability to perform under the Lease. 5. The Property being leased pursuant to the Lease is essential to the function of the City and is needed by the City. The City' s need for the Property is neither temporary nor expected to diminish during the Lease term. The Property, in the aggregate, is expected to be used by the City for a period in excess of the Lease term. 6. The scheduled Rental Payments for the Property do not exceed the fair rental value of the Property. 7 . The City' s federal tax identification number is 95-6000794 . The meaning of the capitalized terms, in this Certificate are the same as those provided in the Lease. CITY OF SEAL BEACH By: Title: I? e INCUMBENCY AND SIGNATURE CERTIFICATE I do hereby certify that I am the duly appointed and acting City Clerk of the City of Seal Beach, a municipal corporation validly existing under the Constitution and laws of the State of California (the "City") , and that, as of the date hereof, the individual named below is the duly appointed officer of the City holding the office set forth opposite his/her respective name . I further certify that (i) the signature set forth opposite his/her respective name and title is true and authentic and (ii) such officer has the authority on behalf of the City to enter into that certain Lease with Option to Purchase ft13-030 dated f 2014 , between the City and Municipal Finance the Corporation, and all documents relating thereto. Name Title Signature IN WITNESS WHEREOF, I have duly executed this certificate hereto this day of 2014 . City Clerk *SAMPLE ONLY* (PLEASE PREPARE ON COUNSEL ' S LETTERHEAD AND FORWARD 1 ORIGINAL TO ADDRESSEE) MUNICIPAL FINANCE CORPORATION 2945 Townsgate Road, Suite 200 Westlake Village, CA 91361 CITY NATIONAL BANK El Segundo, California RE: Lease with Option to Purchase #13--030 dated as of , 2014 (the "Lease") , by and between MUNICIPAL FINANCE CORPORATION (the "Corporation" ) as lessor, and CITY OF SEAL BEACH (the "City") as lessee. Ladies and Gentlemen: This opinion is being delivered to you in connection with the above-referenced Lease. All capitalized terms used but not defined herein have the meanings ascribed to them in the Lease. In our capacity as City Attorney to the City, in connection with the City' s execution and delivery of the Lease, we have reviewed such documents, certificates, and records as we deemed relevant and necessary as the basis for the opinion set forth herein. Relying on such examination and subject to the limitations and qualifications hereinafter set forth, we are of the opinion that : 1. The City is a municipal corporation and political . subdivision of the State of California (the "State") , duly organized, existing and operating under the Constitution and laws of the State. 2 . The City is authorized and has the power under applicable law to enter into the Lease, and to carry out its obligations thereunder and the transactions contemplated. thereby. 3. The Lease has been duly authorized, executed and delivered by and on behalf of the City, and, assuming due authorization, execution and delivery by the Corporation, is a legal, valid and binding contract of the City enforceable in accordance with its terms, except except as limited by any applicable bankruptcy, insolvency, debt adjustment, fraudulent conveyance or transfer, moratorium, reorganization or other similar laws affecting creditors' rights, to the application of equitable principles, to the exercise of judicial discretion in appropriate cases and to the limitations on legal remedies against public entities in the State of California. 4 . Resolution No. of the City Council of the City was duly adopted on and such resolution has not been amended or repealed and remains in full force and effect. 5 . There is no litigation, action, suit or proceeding pending and notice of which has been received by the City or, to the best of our knowledge after due inquiry, threatened before any court, administrative agency, arbitrator or governmental body that challenges the authority of the City to enter into the Lease or the ability of the City to perform its obligations under the Lease and the transactions contemplated thereby. This opinion is based on such examination of the law of the State of California as we deemed relevant for the purposes of this opinion. We have not considered the effect, if any, of the laws of any other jurisdiction upon matters covered by this opinion. We express no opinion as to the status of the Lease, the rental payments thereunder or the interest component thereof, or any other documents executed and delivered in connection with the Lease (the "Other Financing Documents") under any federal securities laws or any state securities or "Blue Sky" law or any federal, state or local tax law. Further, we express no opinion with respect to any indemnification, contribution, choice of law, choice of forum, choice of venue, waiver or severability provisions contained in the Lease Agreement or any other Financing Documents. Without limiting any of the foregoing, we express no opinion as to any matter other than as expressly set forth above. Whenever a statement herein is qualified by "to the best of our knowledge, " it shall be deemed to indicate that, during the course of our representation of the City in connection with the financing described herein, no information that would give me current, actual knowledge of the inaccuracy of such statement has come to our attention. We have not, however, undertaken any independent investigation to determine the accuracy of such statements, and any limited inquiry undertaken during the preparation of this opinion letter should not be regarded as such investigation. No inference as to our knowledge of any matters bearing upon the accuracy of any such statement should be drawn from the fact of our general representation of the City. We are furnishing this opinion as City Attorney to the City. No attorney-client relationship has existed or exists between us and the addressees hereof by virtue of this opinion. This opinion is rendered solely in connection with the financing described herein, and may not be relied upon by you for any other purpose. We disclaim any obligation to update this opinion. This opinion shall not extend to, and may not be used, quoted, referred to, or relied upon by any other person, firm, corporation or other entity without our prior written consent . Dated: Very truly yours, Please type name and title under signature. .rmv CITY OF SEAL BEACH ADMINISTRATION BUILDING 211 8th CITY OF SEAL BEACH DETAILED AUDIT Mr. Sean Crumby, P.E. Public Works Director April 16", 2014 18002 COWAN, IRVINE, CA 926141 PHONE (949) 474-0955 1 CLIMATEC.COM -�, CLIMATEC *CLIMATEC BUILDING TECHNOLOGIES GROUP April 16'h, 2014 Mr. Sean Crumby, P.E. Public Works Director City of Seal Beach 211 8th Street Seal Beach, CA 90740 Dear Mr. Sean Crumby, Climatec exists to change the way municipalities benefit from energy performance contracting. The passion of why we are in the energy business is to create a new customer experience. We understand that our customers have a unique set of challenges and requirements. To adapt to the City's specific needs, Climatec offers complete flexibility in process and implementation. Please find enclosed our Detailed Assessment (DA). Our study uncovered over $1 .5 Million in unfunded facility needs that can be addressed without the need of capital, and with guaranteed results. Some of the key program components that Climatec is recommending include: New Alerton Building Automated System High-Efficient HVAC Upgrades Interior & Exterior Lighting Retrofits City Street Lighting Upgrades New Irrigation Controls System We sincerely appreciate the time and input we received from you and your staff. Climatec looks forward to working with you and the entire City of Seal Beach on this important project. Best Regards, Frank Mann Account Executive Climatec BTG . .� _ CONTENTS 1 .0 EXECUTIVE SUMMARY ............................................... 1 1.1 FINANCIAL HIGHLIGHTS ................................................................... 3 1.2 FIFTEEN YEAR FINANCIAL ANALYSIS....................................................4 2.0 PROJECT OVERVIEW .................................................. 5 2.1 UTILITY ANALYSIS.............................................................................. 7 2.2 RECOMMENDED ENERGY CONSERVATION MEASURES....................... 8 2.3 SITE OVERVIEW................................................................................. 9 CITY HALL/COUNCIL CHAMBERS.......................... 9 CITY YARD ................................................................ 1 1 LIBRARY/SENIOR CENTER................................... 1 2 MARINA COMMUNITY CENTER ............................. 13 NORTH SB COMMUNITY CENTER........................ 14 POLICE HEADQUARTERS ..................................... 1 5 SEAL BEACH LIFEGUARD PIER........................... 16 TENNIS CENTER ..................................................... 17 BLUE BELL PARK................................................... 18 WINDSURF PARK .................................................... 19 EISENHOWER PARK ..............................................20 EDISON PARK..........................................................21 STREET LIGHTS ...................................................... 22 3.0 REFERENCES & QUALIFICATIONS .......................23 3.1 CALIFORNIA REFERENCES ................................................................25 3.2 CLIMATEC QUALIFICATIONS ............................................................30 4.0 SUPPLEMENTAL DOCUMENTATION .....................31 4.1 NON-RECOMMENDED SCOPE.........................................................31 SOLAR POWER STREET LIGHTS .........................31 WIND TURBINE ........................................................33 SOLAR PHOTOVOLTAIC (PV) ................................34 4.2 ENVIRONMENTAL BENEFITS..............................................................35 4.3 LIGHTING SCOPE SUMMARY............................................................37 5.0 TECHNICAL APPENDIX.............................................38 1 .O EXECUTIVE SUMMARY Climatec has completed an Energy Assessment for the City of Seal Beach (the City). Our vision for the City partnership is to implement a guaranteed energy savings program that will significantly reduce annual energy and operating costs, improve working environment comfort and reduce the City's carbon footprint. Some of the funds that were being spent to light, heat, cool and repair your facilities can now be redirected for more important uses and future planning. PROJECT AT A GLANCE Climatec's energy audit team conducted several meetings, interviewed key City employees and performed an evaluation of the City facilities that addressed energy consuming equipment such as: heating, cooling, lighting, temperature controls, and building automation systems. We are pleased to offer a guaranteed energy savings program that will be addressing these key objectives: * Remedies over $1 .5 million in facility improvement needs -k,- Replaces antiquated equipment with new, high efficiency units Increases useful life & functionality of existing Building Automation System (BAS) Improves working environment comfort for staff Establishes the City as a leader in environmental stewardship The enclosed packet includes the following recommendations: New Alerton Building Automation System "rE High-Efficient HVAC Upgrades Interior & Exterior Lighting Retrofits "rE City Street Lighting Upgrades New Irrigation Controls System In addition to energy and operational savings, our recommendations for this project will generate the following annual green environmental equivalents: 870,732 pound annual reduction in greenhouse gas emissions .e' 10,510 trees planted per year i� SEAC`�F~••. 215 pound reduction in carbon monoxide 74 cars removed from the road per year s 53 homes powered per year •. r �'•�.q4/FORN�P All included contents produced by Climatec are agreed Detailed Audit CLIMATEC to be proprietary and confidential and will not City of Seal Beach GROUP be shared with non-city personnel 1 1 P a g e EXECUTIVE SUMMARY (CONT.) CLIMATEC BACKGROUND Our mission is to change the way municipalities benefit from energy performance contracting. Climatec offers a flexible process to adapt to the City's needs and requirements. We do it right the first time, on-time, and truly own a project so that real savings are achieved on the City's actual utility bills rather than relying solely on a Measurement &Verification (M&V) report. We believe in transparency between what we do and what the customer sees which greatly differentiates Climatec from the industry's standard way of doing business. Climatec has been in business for 36 years and employs over 450 building systems and energy management professionals. We are proud to have ongoing, multiyear business relationships with municipalities throughout the state of California. With significant California-based resources, Climatec has delivered all of our energy projects on time and on budget. We encourage the City to review our case studies on the following pages. THE VALUE PROVIDER Climatec prides itself on being the value provider. We offer exclusive representation of 55 HVAC & BAS manufactures, where we act as the wholesale distributor to end users and the contractor community. This translates into faster project implementation and increased savings. SAVINGS TRACK RECORD Climatec currently has over $100 million in savings agreements with our clients. Our savings M&V team monitors HVAC system operation in real- time daily and tracks our clients' utility expenditures monthly. Climatec has never had an energy savings shortfall. The following Energy Assessment will provide an overview of your facilities' utility usage, recommended facility improvements, and financial highlights. Climatec would like to thank the City staff for their assistance during the compilation of this report. We look forward to working with you on this important project. CLIMATEC All included contents produced by Climatec are agreed Detailed Audit to be proprietary and confidential and will not City of Seal Beach BU LOING rECHNOLoGILS GROUP be shared with non-city personnel 2 1 P a g e 1 . 1 FINANCIAL HIGHLIGHTS Total Infrastructure Improvements ................................ $1 ,551 ,333 First Year Savings ....................................................... $ 175,685 Total Lifecycle Savings ................................................ $2,846,882 *CLIMATEC All into contents produced by Climatec are agreed Detailed Audit to be proprietary and confidential and will not City of Seal Beach BUILDING TECHNOLOGIES GROUP be shared with non-city personnel 3 1 P a g e �S � -a V � a � �m �H a NN W $ Q � 0 0 m O vm rn U N S O 0 C) N V ^ n a M cl O W N N m } tR N D` a N M m O O M O N C14 V R P 7 > Q N N U } C4 N b9 V3 m b O O 7 N N V R M Q M Cl) LO Q 0 W N M } R N b9 V3 O W O 7 N Q N N W NO O N } H N M b9 R _ ^ N 00 M M V 7 M m I� N P a` ol p LLIJ P U `O N T } R 0 to Vf eR N M N 7 O E Q rn o W rn o N 00 s M b V N Q M 1� O� U a` a 00 U W o m > •p •a } H3 N3 > b9 to -_ .O OD O N N M C CL N OM N W Opp V (r 0 I� - m O O V � VT Vj to b9 I- N U `O V 7 m UO W O O V ° O � 0 N _ m O O M a m N N m a" (Y P V 7 O .n � Q U I� � O + W ^ N ol U N S } `O O N b4 °� '3 tH to b9 O ^ N N N C a V 7 O Q N P E_ ON } ^ b U �3 w vi e9 eA a to 10 N N N °y N N Y n D P M I /n 10 a b2 "E V/ N C4 04 C14 } O O) O v v m J O W b b _ Q N } W °9 to to ZN m m N CT Q N N V N OU Q ^ 7 1 M J C } _ N b N Q "� w O O N cq N O O M N N N > U < m P 7 O O M 7 O Q C' �O N O � N b n 7 Z W M N N O N CO O U U N )-Q U Q N N M I-, O N `O M N CM HT N3 V� b9 In eA '� to ER tR tR fR z a ev » N O a p Q rn rn v v �y o Z W N a: o, ff O = } y3 N� N� Q } v IL Q z " c� Ir z W 9 Z N N W W ° m Z h d c d 0 U a `a A Z ¢ Q N u a 'c a' i LL a 30 c N _ ✓]✓] -° O O2 O N O C C w T H Q d a H N U a Q Z 2 .0 PROJECT OVERVIEW City of Seal Beach requested that Climatec Building Technologies Group (BTG) perform a Detailed Audit (DA) of the municipality facilities. The 14 sites surveyed and included in this report are as follows: City Hall/Council Chambers Tennis Center City Yard Blue Bell Park Library/Senior Center Windsurf Park Marina Community Center Eisenhower Park North SB Community Center Edison Park Police Headquarters City Street Lights Seal Beach Lifeguard Pier Over the past few weeks, Climatec has gathered utility billings, performed a baseline utility analysis, audited Facilities heating, cooling, ventilation, lighting and temperature control systems, prepared a summary of existing conditions and developed our energy savings recommendations. Sources for the data gathered during the DA process included: 'k_ Monthly electric utility billing data -k Public data relating to facility and faculty counts Actual field inventory City staff There are 10 sites that account for over 120,000 square feet of energy- consuming space (including the Library/Senior Center) and 4 city communities; Blue Bell Park, Windsurf Park, Eisenhower Park, and Edison Park . Majority of the mechanical systems are package units or split system units with the exception of the large multi-zone unit serving the City Hall. Most of the units are in good operating condition except for the select condenser units at the Library/Senior Center and the roof top package units (RTUs) at the Police Headquarters. These units are past their useful life and • , should be replaced. The Marina Community Center would benefit from a 1.r F SEAC`Q,F~. dedicated unit in the art room to resolve comfort issues. • Most sites have individual programmable or standard mechanical thermostats. These thermostats provide limited programming and scheduling capabilities leading to longer run times and increased energy •�•, r� costs. The City would benefit from the installation of a building automation •�'`�.'gCIFORN�p'f system (BAS) at key locations which will provide substantial temperature control improvements and comprehensive scheduling capabilities. All included contents produced by Climatec are agreed Detailed Audit CLIMATEC to be proprietary and confidential and will not City of Seal Beach GROUP be shared with non-city personnel 5 1 P a g e PROJECT OVERVIEW (CONT.) Lighting systems in most areas are T12 and standard T8 linear fluorescent systems that are partially automatically controlled with occupancy sensors. Exterior lighting systems consists of High Intensity Discharge (HID) fixtures that are controlled by a timeclock/photocell arrangement. The City receive electric power from Southern California Edison (SCE). The utility baseline analysis that follows illustrates that the City spent $300,000 on electricity for the 12-month reporting period ending January 2013. The average gas/electric cost per square foot ($/sf) during this period was $1 .68/sf. The $/sf ranges from a high of $5.02/sf at the Tennis Center to a low of $0.68/sf at the City Yard. The utility analysis indicates a significant amount of room for energy reduction. Table 2-1 on the following page contains a detailed utility analysis and summary for each of the sites. CLIMATEC All included contents produced by Climatec are agreed Detailed Audit to be proprietary and confidential and will not City of Seal Beach BU LOING rECHNOLoGILS GROUP be shared with non-city personnel 6 1 P a g e `S O V . O O Q M O d—d m (3 P N U 0 0 ev 0 p O w � O � U O N II V I L O V _ tf� WM c w H c O N ~ H U Q S � co M 4 } m 0 N m 0 t E - wn M t E N O o(j LL b9 Z o V U Z w w m o = - N w :E oV LL :�i oV J V V U Z >_ .a z o > w CJ z «a CJ Q U w CO z W z - fl v v O O O O O O o O z O O O 0 0 O O O p N O - O O O OK O V N tH b9 b9 ',I- M O M O M Q ` v3 w o N E O � O U N O N V Z E V V u d PM O` O L -2 O O a N o \0 P M m 7 } C n N d J r� M co M Q v � Z - Q - J V' R CO N M N LL co W M ^ M M Y N O` P N (7, n W tH to t to H-T tR to - eR - z C LU J G v/ m 0 0 O O co O Q o � oO N U_ O .O � � M � Z M N V 7 'O \O N J W � a z o Q Q U p N W w o J o U o = u W J E m ° w E E ._ E O J tr N �O o U m E o s J -o U U 5 m z I ` u -a V � O � Q m a �_d _ O O � N w C) V U X x X X X X X X W X X X lo Q 3 LLI Ul N O lo a Q X 3 N u O W W w X � � o E W Q o z Z W LU N > O X X X X X E O 2 U F N � N lo Q W E Q W o a x X X x x X x x z = Q O o U 3 o a� x x x N W 04 z 0 W u W 0 o W o 0 U a U E E o g E a E a w O g a -2 a n U E N t 3 a m .� o o a a o = N o a -a i = U r o V m .L m s Z co W 0 U U Z a ry O m N N m i 2. 3 SITE OVERVIEW CITY HALL/COUNCIL CHAMBERS IS WT 13,000 - 115,609 kWh Annually - Annual Utility Costs: • r� �� iv of SEAL C EE DIN�ST RATION EUILDIN _ CI 311 E.R �t' 4 RECOMMENDATIONS Replace the existing thermostats with an Alerton Building Automation System (BAS). The BAS will be a non-proprietary, networked energy management system tied to the heating/cooling units that will provide substantial temperature control improvements and ease of schedule changes. During occupied periods, heating and cooling set points will be maintained with the user able to change set points within a preprogrammed amount. Along with providing the City with additional scheduling and monitoring capabilities, this energy conservation measure will also generate substantial energy savings, reduce M&O expenditures and improve occupant comfort. Replace the electric controls on the multi-zone unit with new Alerton controls. This will allow the BAS to operate this unit at optimal level of efficiency. Install CO2 based demand control ventilation on the multi-zone unit serving the City Hall. Energy efficiencies will come from reduced cooling load due to lower outside air flow during unoccupied periods. This measure will also provide proper ventilation of the occupied spaces. -X Provide air balance and clean the ductwork at City Hall. This will improve the airflow throughout the building and resolve the comfort issue for the staff members. CLIMATEC All included contents produced by Climatec are agreed Detailed Audit to be proprietary and confidential and will not City of Seal Beach BUILDING rECHNOLOGILS GROUP be shared with non-city personnel 9 1 P a g e CITY HALL/ COUNCIL CHAMBERS (CONT.) RECOMMENDATIONS 'A Retrofit existing lighting fixtures to the latest generation of T8 lamps and electronic ballasts which will increase energy savings and provide longer lamp life. Please see the attached lighting scope summary located in Supplemental Documentation for specific locations and applications. -X Replace the existing incandescent lamps in the Council Chambers with new LED technology. This will provide very good light quality, long life and instant start capability. Please see the attached lighting scope summary located in Supplemental Documentation for specific locations and applications. -X Replace the exterior lighting systems with high efficiency LED lighting that provide very good light quality, long life and instant start capability. Please see the attached lighting scope summary located in Supplemental Documentation for specific locations and applications. CLIMATEC All included contents produced by Climatec are agreed Detailed Audit to be proprietary and confidential and will not City of Seal Beach BUILDING rECHNOLoGILS GROUP be shared with non-city personnel 10 1 P a g e CITY YARD - 79,203 kWh Annually - Annual Utility Costs: ti 1 I RECOMMENDATIONS Replace the existing thermostats with an Alerton Building Automation System (BAS). The BAS will be a non-proprietary, networked energy management system tied to the heating/cooling units that will provide substantial temperature control improvements and ease of schedule changes. During occupied periods, heating and cooling set points will be maintained with the user able to change set points within a preprogrammed amount. Along with providing the City with additional scheduling and monitoring capabilities, this energy conservation measure will also generate substantial energy savings, reduce M&O expenditures and improve occupant comfort. Retrofit existing lighting fixtures to the latest generation of T8 lamps and electronic ballasts which will increase energy savings and provide longer lamp life. Please see the attached lighting scope summary located in Supplemental Documentation for specific locations and applications. Replace the exterior lighting systems with high efficiency LED lighting that provide very good light quality, long life and instant start capability. Please see the attached lighting scope summary located in Supplemental Documentation for specific locations and applications. CLIMATEC All included contents produced by Climatec are agreed Detailed Audit to be proprietary and confidential and will not City of Seal Beach BU LOING rECHNOLoGILS GROUP be shared with non-city personnel 11 1 P a g e LIBRARY/SENIOR CENTER Utilities are not an expense . - City RECOMMENDATIONS Replace (2) condenser coils with new high efficiency coils of similar size and capacity. Do a thorough check of the units and make repairs as necessary. *CUMATEC All into contents produced by Climatec are agreed Detailed Audit to be proprietary and confidential and will not City of Seal Beach BUILDING TECHNOLOGIES GROUP be shared with non-city personnel 12 I P a 9 e MARINA COMMUNITY CENTER - 31,149 kWh Annually - Annual Utility Costs: F - - i pINAr.'d'. i ri SEMTE! 7 RECOMMENDATIONS Install a dedicated, ductless split system unit for the art room. The scope includes the necessary duct modification, disconnect/reconnect the existing electrical, condensate connections, control connections and startup/testing of the new unit. -X Retrofit existing lighting fixtures to the latest generation of T8 lamps and electronic ballasts which will increase energy savings and provide longer lamp life. Please see the attached lighting scope summary located in Supplemental Documentation for specific locations and applications. Replace the exterior lighting systems with high efficiency LED lighting that provide very good light quality, long life and instant start capability. Please see the attached lighting scope summary located in Supplemental Documentation for specific locations and applications. Retrofit the standard metal halide HID fixtures at the tennis courts with new generation lower wattage pulse start metal halide lighting systems. Please see the attached lighting scope summary located in Supplemental Documentation for specific locations and applications. Install a coin operated system to turn on the lights for the (2) tennis courts for a set period of time. -� All included contents produced by Climatec are agreed Detailed Audit CLIMATEC to be proprietary and confidential and will not City of Seal Beach _.ii ::11 ! � ANOLOGILS GROUP be shared with non-city personnel 13 1 P a g e NORTH SIS COMMUNITY CENTER 4,550 sq. ft. . 1 kWh Annually - Annual Utility Costs: RECOMMENDATIONS Retrofit existing lighting fixtures to the latest generation of T8 lamps and electronic ballasts which will increase energy savings and provide longer lamp life. Please see the attached lighting scope summary located in Supplemental Documentation for specific locations and applications. Replace the existing incandescent lamps with new LED technology. This will provide very good light quality, long life and instant start capability. Please see the attached lighting scope summary located in Supplemental Documentation for specific locations and applications. Replace the exterior lighting systems with high efficiency LED lighting that provide very good light quality, long life and instant start capability. Please see the attached lighting scope summary located in Supplemental Documentation for specific locations and applications. CLIMATEC All included contents produced by Climatec are agreed Detailed Audit to be proprietary and confidential and will not City of Seal Beach BU LOING rECHNOLoGILS GROUP be shared with non-city personnel 14 1 P a g e POLICE HEADQUARTERS • 437,996 • + Annual Utility Costs: $50,983 r� CJTY OF••AL••ACN •OLIO OVA•TY•NT RECOMMENDATIONS 'A Replace the existing thermostats with an Alerton Building Automation System (BAS). The BAS will be a non-proprietary, networked energy management system tied to the heating/cooling units that will provide substantial temperature control improvements and ease of schedule changes. During occupied periods, heating and cooling set points will be maintained with the user able to change set points within a preprogrammed amount. Along with providing the City with additional scheduling and monitoring capabilities, this energy conservation measure will also generate substantial energy savings, reduce M&O expenditures and improve occupant comfort. 'A Provide BAS control of manually controlled exterior lighting systems. This shall improve building control, reduce electrical loads and reduce maintenance. Replace (18) roof top package units with new high efficiency units of similar size and capacity. The scope will include installation of the new units, electrical connections, and start-up/testing. Please see the mechanical replacement inventory for specific locations. 'A Retrofit existing lighting fixtures to the latest generation of T8 lamps and electronic ballasts which will increase energy savings and provide longer lamp life. Please see the attached lighting scope summary located in Supplemental Documentation for specific locations and applications. 'A Replace the existing incandescent lamps with new LED technology. This will provide very good light quality, long life and instant start capability. Please see the attached lighting scope summary located in Supplemental Documentation for specific locations and applications. CLIMATEC All included contents produced by Climatec are agreed Detailed Audit to be proprietary and confidential and will not City of Seal Beach BU LOING rECHNOLoGILS GROUP be shared with non-city personnel 15 1 P a g e SEAL BEACH LIFEGUARD PIER 0: sq. 81,195 kWh Annually - Annual Utility Costs: I RECOMMENDATIONS -X Retrofit existing lighting fixtures to the latest generation of T8 lamps and WL JA electronic ballasts which will increase energy savings and provide longer lamp life. Please see the attached lighting scope summary located in Supplemental Documentation for specific locations and applications. *CUMATEC All into contents produced by Climatec are agreed Detailed Audit to be proprietary and confidential and will not City of Seal Beach BUILDING TECHNOLOGIES GROUP be shared with non-city personnel 16 1 P a g e TENNIS CENTER - 115,674 kWh Annually - Annual Utility Costs: RECOMMENDATIONS Retrofit existing lighting fixtures to the latest generation of T8 lamps and electronic ballasts which will increase energy savings and provide longer lamp life. Please see the room by room lighting inventory for specific locations and applications. Replace the existing incandescent lamps with new LED technology. This will provide very good light quality, long life and instant start capability. Please see the attached lighting scope summary located in Supplemental Documentation for specific locations and applications. Replace the parking lighting systems with high efficiency LED lighting that provide very good light quality, long life and instant start capability. Please see the attached lighting scope summary located in Supplemental Documentation for specific locations and applications. Replace the exterior lighting systems with new sports lighting technology. Please see the attached lighting scope summary located in Supplemental Documentation for specific locations and applications. � Install (1) fully automated, "Smart,"weather based irrigation controller. This will provide scheduling, alerts, and satellite control of the irrigation system. CLIMATEC All included contents produced by Climatec are agreed Detailed Audit to be proprietary and confidential and will not City of Seal Beach BUILDING rECHNOLoGILS GROUP be shared with non-city personnel 17 1 P a g e BLUE BELL PARK RECOMMENDATIONS Install (1) fully automated, "Smart,"weather based irrigation controller. This will provide scheduling, alerts, and satellite control of the irrigation system. *CUMATEC All into contents produced by Climatec are agreed Detailed Audit to be proprietary and confidential and will not City of Seal Beach BUILDING TECHNOLOGIES GROUP be shared with non-city personnel 18 ( P a g e WINDSURF PARK � to 4 .rte E RECOMMENDATIONS ')k Install (1) fully automated, "Smart,"weather based irrigation controller. This will provide scheduling, alerts, and satellite control of the irrigation system. -X Install (1) coin operated system to turn on the showers for a set period of time. CLIMATEC All included contents produced by Climatec are agreed Detailed Audit to be proprietary and confidential and will not City of Seal Beach BUILDING TECHNOLOGIES GROUP be shared with non-city personnel 19 1 P a g e EISENHOWER PARK RECOMMENDATIONS Install (1) fully automated, "Smart,"weather based irrigation controller. This will provide scheduling, alerts, and satellite control of the irrigation system. CLIMATEC All included contents produced by Climatec are agreed Detailed Audit to be proprietary and confidential and will not City of Seal Beach BUILDING TECHNOLOGIES GROUP be shared with non-city personnel 20 I P a g e EDISON PARK t RECOMMENDATIONS Install (2) fully automated, "Smart," weather based irrigation controllers. This will provide scheduling, alerts, and satellite control of the irrigation system. *CUMATEC All into contents produced by Climatec are agreed Detailed Audit to be proprietary and confidential and will not City of Seal Beach BUILDING TECHNOLOGIES GROUP be shared with non-city personnel 2 1 I P a g e STREET LIGHTS 767,359 kWh Annually Annual Utility Costs: SE'S �!FORN�P' f RECOMMENDATIONS Lighting Scope LS-1 Help facilitate the City in their purchase of LS-1 Street Lights from SCE. Retrofit available HPSV existing fixtures with new LED fixtures per SCE's findings after their engineering study is completed. Install Photo controls to match LED fixtures that are retrofitted. Lighting Scope LS-2 Retrofit available HPSV and MV existing fixtures with new LED fixtures per the LS-2 inventory provided by SCE. Install Photo controls for LS-2 fixtures as identified by SCE. *CUMATEC All into contents produced by Climatec are agreed Detailed Audit to be proprietary and confidential and will not City of Seal Beach BUILDING TECHNOLOGIES GROUP be shared with non-city personnel 22 I P a g e 3.0 REFERENCES & Recent Energy Projects with:Over 3 5 K-12 Districts and QUALIFICATIONS Universities • Climatec has performed turn-key installations at over 500 sites. Our energy • Military Facilities projects also include over 100 cities, schools, universities and municipalities - 15 Misc. Govt. Facilities throughout California. In the section that follows, we will highlight references from Climatec's most recent energy conservation projects including owner contact information, project size and actual energy savings. Performance Contracts(CA-4217) Energy Projects Palo Verde Unified School District Over 45 Cities/Counties Menifee Elementary School District Poway Unified School District 15 Misc.Government Facilities Newport-Mesa Unified School District City of Escondido 9 Military Facilities Redlands Unified School District City of Fountain Valley Bell Gardens School District Riverside Unified School District City of Laguna Beach Carlsobad Unified School District Rowland Unified School District Oxnard School District Chula Vista Unified School District San Bernardino Unified School District Escondido Union High School District CSU Dominguez Hills San Diego City Unified School District Saddleback Volley Unified School District CSU Pomona San Dieguito Union High School District Palm Springs Unified School District Encinitas Unified School District San Jacinto Unified School District City of Indio Escondido Unified School District Seventh Day Adventist Fullerton Joint Union HS District Sweetwater Union High School District Inglewood Unified School District University of Southern California CALIFORNIA Lake Elsinore Unified School District Val Verde Unified School District Lennox School District Walnut Valley Unified School District Long Beach Unified School District William S.Hart Unified School District Los Angeles Unified School District Yucaipa Unified School District SOUTHERN CALIFORNIA 1 Lo=.angeles .1 Energy Performance Contract(CA-4217) -,1ego Energy Projects QO <' CLIMATEC All included contents produced by Climatec are agreed Detailed Audit to be proprietary and confidential and will not City of Seal Beach BUILDING rECHNOLOGtES GROUP be shared with non-city personnel 23 1 P a g e NORTHERN CALIFORNIA REFERENCES Performance Contracts(CA-4217) Energy Projects' Lodi Unified School District Buckeye Unified School District City of Lincoln San Joaquin County Center Unified School District City of Lodi Dixon Unified School District City of Placerville Elk Grove Unified School District City of Rocklin Folsom Cordova Unified School District City of Roseville Lodi Unified School District City of Vacaville Maryville Joint Unified School District Paradise Unified School District El Dorado County Rescue Unified School District Sacramento County Airport System 7 Rocklin Unified School District San Joaquin County Roseville Joint High School District Stonislous County CAILIFO RN San Juan Unified School District Vacaville Unified School District Western Placer Unified School District Yuba City Unified School District NORTHERN CALIFORNIA 0 Sacramento 0 San Francisco `In association with our strategic partner L&H Airco Energy Performance Contract (CA-4217) LEnergy Projects J *CUMATEC All into contents produced by Climatec are agreed Detailed Audit to be proprietary and confidential and will not City of Seal Beach BUILDING TECHNOLOGIES GROUP be shared with non-city personnel 24 I P a g e Project Dates 3. 1 CALIFORNIA REFERENCES Nov. 2010 —July 2011 Contact CITY OF LAGUNA BEACH Steve May 949.497.0351 ? _ Number - - Project - 4• 000 ° Total .. Savings $1 .0 Million Procurement PROJECT OVERVIEW RFP Climatec provided a comprehensive energy conservation and facility modernization program that addressed all of the city's facilities. Sources Funding Comprehensive HVAC upgrades/replacements and duct cleaning at City Hall • Motion sensor control of lighting at (7) sites • ' Interior and exterior lighting upgrades at (7) sites Project Dates CITY OF FOUNTAIN VALLEY Awarded 2011 Contact f - - - .. 714.593.4441 Number of Sites • Project - Total$2.5 Million .. Savings Million PROJECT OVERVIEW Install/integrate new Alerton controls system for (4) sites Procurement Comprehensive replacement of all HVAC systems at (3) sites RFP I\ Motion sensor control of lighting at (2) sites I\ Interior and exterior lighting upgrades at (8) sites Funding Sources LED retrofit of city's traffic light systems .••. Solar thermal water heating for (5) sites Grantij *CUMATEC All into contents produced by Climatec are agreed Detailed Audit to be proprietary and confidential and will not City of Seal Beach BUILDING TECHNOLOGIES GROUP be shared with non-city personnel 25 I P a g e Project _ LOS ANGELES POLICE DEPARTMENT 2005-2007 Contact Mark Carreon 213.978.7228 Number of Sites l Project - I- j Funding es Public Safety B• • Program PROJECT OVERVIEW i\ Install new Alerton building control system Centralized control system of all facilities throughout Los Angeles over secure network Comprehensive HVAC, lighting, and critical monitoring controls All buildings are LEED certified CITY OF ESCONDIDO Contact ct rry 140000 ;760.83941 -- - -Jerry Van�Number of Sites E%C_0,,...ND1D0 F5 City of Choice e040 $1 .1 Million . - Total .. . PROJECT OVERVIEW $1 .2 Million New Honeywell control system installed at (2) locations Interior and exterior lighting retrofits at (5) sites Procurement 4, Motion sensor control of lighting at (5) sites California Code-Section '� Comprehensive HVAC upgrades/replacements at (2) locations Designed and implemented a 600,000 kW solar photovoltaic solution Funding Sourc_ -�k Install new roofs at East Valley Community Center and City Hall •• • *CUMATEC All into contents produced by Climatec are agreed Detailed Audit to be proprietary and confidential and will not City of Seal Beach BUILDING TECHNOLOGIES GROUP be shared with non-city personnel 26 1 P a g e Project SAN JOAQUIN COUNTY April-Sept. 1 Julia Contact Padilla •. • 1• • •. Number of Sites rp Project Value $1 .2 Million Total Program Savings O • Million PROJECT OVERVIEW Recently awarded the San Joaquin County RFP Procurement Install new Alerton controls system for Canlis Administration Building RFP Retro-commission existing Novar EMS and install Demand Control System at HSA Building Funding Sources ' Interior and exterior lighting upgrades at each location Municipal Lease /Capital/ ' Install new and retro-commission existing VFD's at (2) locations •: OXNARD SCHOOL DISTRICT Project Dates _ June 2012 - Present' - . . i o 0 Jeff Chancer Number of Sites ■E■ r �� _ ���� LOW t •.. n Project $ • Million PROJECT OVERVIEW Total Program Savings Upgrade/integrate HVAC controls at (19) sites / Million I\ Install new Alerton control system at (10) central plants Comprehensive HVAC upgrades at (13) sites Procurement Install new air-cool chillers at (7) locations Interior and exterior lighting upgrades at (2 1) locations California Code-Section ' Motion sensor control of lighting at (16) campuses Municipal Funding Sources -. - *CUMATEC All into contents produced by Climatec are agreed Detailed Audit to be proprietary and confidential and will not City of Seal Beach BUILDING TECHNOLOGIES GROUP be shared with non-city personnel 27 1 P a g e Project Dates LODI UNIFIED SCHOOL DISTRICT t " esent Contact Mitch Slater 20• Number of Sites . Project - - - Total .. Savings Million PROJECT OVERVIEW Temperature and run-time control improvements at (8) sites Demand based ventilation at (8) sites Procurement Door Contact/Occupancy Sensor Integration at (8) sites California Code-Section 4217 'x High Efficiency Chiller and Pumps at Tokay High School ' Interior and exterior lighting improvements at (12) sites Funding Sources ' Gymnasium/MPR Lighting improvements at (7) sites •: ROWLAND UNIFIED SCHOOL DISTRICT 00' Contact Fred Diamond 0.. Number of Sites Project - Total$18 Million .. Savings Million PROJECT OVERVIEW 'x Install/integrate new Alerton controls system (district wide) Procurement -X Expansion of CO2 based control on air handling units for (9) schools California Code-Section ' Occupancy based control of HVAC systems (district wide) Comprehensive HVAC upgrades at (11) sites Funding Sourc- '� Interior and Exterior lighting upgrades (district wide) Municipal Lease •• • Implement irrigation controls system (district wide) *CUMATEC All into contents produced by Climatec are agreed Detailed Audit to be proprietary and confidential and will not City of Seal Beach BUILDING TECHNOLOGIES GROUP be shared with non-city personnel 28 1 P a g e Project Dates POWAY UNIFIED SCHOOL DISTRICT Michael Awarded Sept. 2009 Contact . . 858.679.2567 Number of Project VcI6�' 0 - Program Total Savings Million PROJECT OVERVIEW Install/integrate new Alerton control system at (8) campuses Procurement Comprehensive HVAC replacement at (6) campuses California Code-Section Occupancy based control of HVAC systems at (24) campuses Install new Daikin VRV system at Park Village Elementary School Funding - ' Interior and exterior lighting retrofits at (8) campuses Utility Rebate, Motion sensor control of lighting at (8) campuses Lease, PPA, District Capital 'x Central Plant Retrofit at (2) campuses *CUMATEC All into contents produced by Climatec are agreed Detailed Audit to be proprietary and confidential and will not City of Seal Beach BUILDING TECHNOLOGIES GROUP be shared with non-city personnel 29 1 P a g e 3. 2 CLIMATEC QUALIFICATIONS WORLD CLASS TRAINING SERVICES Due to our commitment to an ongoing improvement process, Climatec offers continuous training for the City's facility operations staff. Trained and informed staff can make a difference between a project that exceeds expectations and one that requires continuous attention and extra resources. To ensure this process is successful, the facilities staff and our team will work together to protect the investment and optimize system performance. To this end, training will play a critical role in providing the City's operations staff with an understanding of every aspect of the new system architecture. This will help to maximize energy savings through efficient operation of the equipment. Likewise, we have found that encouraging a sense of "ownership" by the staff during training can act as an efficiency multiplier. We develop this "ownership" by involving the facility operations staff in the diagnosis, design and installation of the building automation system from the very beginning. To achieve this ownership goal our training program will meet three objectives: Trained and informed personnel operate, maintain and repair equipment in a manner that maximizes efficiency. h Trained and informed personnel minimize installation costs. Trained and informed personnel bring in additional *' ideas, cooperate in scheduling, avoid conflicts, report s. problems early and take over maintenance with - confidence. Climatec has a state-of-the-art training center unlike any other. Factory-authorized instructors, trained in the most advanced systems and techniques, teach classes year-round for Climatec customers and employees. Climatec's training facility provides basic and advanced classes, including operator and supervisor instruction, programming, trouble shooting, software generation, hardware diagnostics and preventative maintenance. ONGOING SERVICES / WARRANTY Climatec's Telephone Support Service provides a full time software engineer dedicated to supporting our customer's immediate hardware /software emergency service concerns. Climatec warrants that the equipment it manufactures shall be free from defects in material and workmanship arising from normal usage for a minimum period of one year from delivery of the equipment. Climatec warrants that for equipment furnished and/or installed but NOT manufactured by Climatec, Climatec will extend the same warranty, terms and conditions which Climatec receives from the equipment manufacturer. At a minimum, our energy savings clients receive ongoing financial feedback in the form of Measurement and Verification Reporting (M&V) of project savings success at regular intervals following completion of the installation, training (described previously) and warranty compliance from Climatec. CLIMATEC All included contents produced by Climatec are agreed Detailed Audit to be proprietary and confidential and will not City of Seal Beach BUILDING rCCHNOLOGiES GROUP be shared with non-city personnel 30 1 P a g e 4.0 SUPPLEMENTAL DOCUMENTATION 4. 1 NON-RECOMMENDED SCOPE SOLAR POWER STREET LIGHTS Climatec was asked to ® investigate the feasibility of installing solar powered street lights. After speaking with multiple vendors about installing a solar system on the existing street lights, each vendor advised against solar installation on traditional poles. The vendors also had limitations on the power output of the solar systems to having a maximum continuous power output on 50-60 watt LED fixtures. Climatec reviewed the city's street light inventory and completed a batch study of approximately 60% of the total project fixtures. These fixtures would meet the requirements needed for a solar powered system. The cost of implementation on this test batch was over $7 million dollar with an estimated maintenance cost of $440,000 every 5-7 years to replace the batteries in each pole. The table below shows the life expectancy of the new system components. The maintenance of these fixtures along with any component that may be damaged or reach the end of its useful life will have to be replaced so it does not affect the performance of the system. Along with the individual component maintenance, at minimum, cleaning the solar panels is suggested to be completed quarterly to optimize the solar panels efficiency. System Component warranty Expected Period Life Solar Panels 25 Yrs 30+ Yrs r F SEA~( • .ti j�0 6'F Controller 5 Yrs 15 Yrs � GEL Battery 5 Yrs 5-7 Yrs 'V % { Mounts and Hardware 25 Yrs 30 Yrs �i D.C. to A.C. Inverters 2 Yrs 15 Yrs •' j, D.C. to D.C. Converters 2 Yrs 15 Yrs •:QLIFORN_ All included contents produced by Climatec are agreed Detailed Audit * CLIMATEC to be proprietary and confidential and will not City of Seal Beach GROUP be shared with non-city personnel 31 1 P a g e SOLAR POWER STREE=T LIGHTS (CONT.) The installations of street lights with solar panels mounted on the poles have a limitation on size and battery power. At this moment, the power drawn into these solar panels is directly correlated to the size of the panel and the power output of each battery. This limits the power we can expect to extract in a continuous period to provide light output for higher wattage systems. According to the manufacturer, the system can power a 50 watt LED fixture year round on the battery and solar system. However, any LED fixture above that power range cannot stand alone without the aid of auxiliary power from the utility. At this time, the current technology for this fixture is still developing and is not feasible for this project. CLIMATEC All included contents produced by Climatec are agreed Detailed Audit to be proprietary and confidential and will not City of Seal Beach BU LOING rECHNOLoGILS GROUP be shared with non-city personnel 32 1 P a g e WIND TURBINE The City of Seal Beach requested Climatec to research the installation of a wind turbine at a city owned facility located at 10 Ocean Ave. The geographical location of this facility is in a good position for wind turbines to generate electric power for the facility. Climatec determined that an installation at this location would require a system to produce an average 300 kWh per month given the estimated 12mph winds the turbines are expected to capture. Climatec researched multiple manufactures and determine the Skystream 3.7 to be the optimal choice for the city. These turbines are scalable to meet the city's power needs and can be fed back into the powered grid when higher winds produce more power than needed. Climatec estimates the annual savings to be less than $3,000 per year based on the 12 mph average flow rate. This power generation is close to what the facility uses on an annual basis, but the month to month usage is based on the demand of the facility and total power generation of the turbines. Power from the grid will still be required to operate the facilities monthly demand as wind power is not as reliable as other energy alternatives. At this time, Climatec is not recommending the installation of wind turbines as they have a payback longer than 20 years. �fN�M��M••• � r •:Q�/FORN� All included contents produced by Climatec are agreed Detailed Audit CLIMATEC to be proprietary and confidential and will not City of Seal Beach ;R n_uH be shared with non-city personnel 33 1 P a g e SOLAR PHOTOVOLTAIC (PV) --_ Climatec analyzed Solar PV installation at the following city facilities: Police Station & Yard, Tennis Center, City Hall Parking Lot, Corporate Yard, Lampson Pumping, Bolsa Chica Pumping, Naval Station Pumping and Pump Station #35. Based on the facility, different types of options were looked at for roof mount, ground mount or carport solar applications. Climatec has considered the available space for solar application and analyzed the cost to construct these structures and expand the infrastructure to provide the solar generation. The cost of Solar PV is extensive and rebates amounts have been reduced from previous years. Climatec is currently reviewing SCE's Self Generation Incentive program to create a package that will combine a renewable energy (i.e. Solar PV or Wind Turbine) combined with advance energy storage. This will take advantage of the City needs for battery backup equipment and on-site generation. Climatec is recommending the City to postpone the install of any renewable energy source at this time and to wait for a more favorable incentive program to be available. �fN�M��M••• � r •:Q�/FORN� All included contents produced by Climatec are agreed Detailed Audit CLIMATEC to be proprietary and confidential and will not City of Seal Beach ;R n_uH be shared with non-city personnel 34 1 P a g e 4. 2 ENVIRONMENTAL BENEFITS In addition to the financial benefits detailed previously, various environmental benefits are generated with the implementation of this program. The less energy the City uses, the less energy that utilities must produce to meet the demand, which results in reduced pollution in a number of areas. This recommended project will achieve the following utility usage reductions: Electricity Reduction: 525,487 kWh/yr J These annual savings will produce the following environmental equivalencies as shown in Table 4-1 : TABLE 4-1 : ENVIRONMENTAL BENEFITS Type of Pollution _"W Pollutants Reduced (Pounds) Carbon Dioxide (CO2) 870,732 Sulfur Dioxide (S02) 502 Nitric Oxide (NO) 800 74 Passenger cars not driven for one year 40,190 Gallons of gasoline saved in one year 10,510 Trees preserved from deforestation 53 American homes powered for a year SEA( 4&, In addition to these environmental savings, the following page includes a more detailed analysis of the associated savings. *CUMATEC All into contents produced by Climatec are agreed Detailed Audit to be proprietary and confidential and will not City of Seal Beach BUILDING TECHNOLOGIES GROUP be shared with non-city personnel 35 1 P a g e TABLE 4-2: DETAILED ENVIRONMENTAL BENEFITS City of Seal Beac" Environmental Benefits Reducing the City's energy usage lowers the amount of energy production required at the source. A great deal of the energy consumed by City facilities is produced by power plants burning fossil fuels. The burning of these fuels contributes to environmental contamination. According to the United States Environmental Protection Agency (US EPA) and other groups, it can be calculated just how much pollution can be reduced or eliminated based on the amount of energy saved. The chart below summarizes pollutants, health effects and expected reduction in pollution levels based on City savings. Annual kWh saved through 525,4$7 project implementation Type Of Health Effect Environmental Effect Reduction Reduction Pollutants Pollution /kWh /Therm Reduced Can cause respiratory Climate change on a global 870,732 Greenhouse and other health 1.657 12.5 scale has been attributed to Gases problems, particularly pounds/ pounds/ CO2 in children and the increased emissions carbon kWh therm ( ) dioxide (CO22)) Ibs (CO2) reduced elderly Volatile Ozone (smog) can 0.000061 .0005 32 Organic cause cancer and other Ozone (smog) affects plant life pounds/ pounds/ Compounds serious health problems and causes vegetation damage kWh therm VOC p Ibs (VOX) reduced Acid rain has ozone (smog) Nitrogen 0.001523 .014 $QQ Oxide Lung damage and effects and also causes buildings, pounds/ pounds/ respiratory illness statues and monuments to (NO) kWh therm Ibs (NOx) reduced deteriorate Carbon Reduces ability of blood One of the six"criteria pollutants" 0.00041 .0019 215 Monoxide to bring oxygen to body the US EPA tracks that pounds/ pounds/ (CO) cells and tissues significantly reduces kWh therm Ibs (CO) reduced environmental quality Respiratory illness, Sulfur breathing problems and Precursor of acid rain, which can 0.000956 .0001 502 Dioxide damage trees, lakes and soil; pounds/ pounds/ (S02) potentially permanent aerosols can also reduce visibility kWh therm Ibs (S02) reduced lung damage Eye, nose and throat Source of haze which reduces 0.00002 .0004 11 Particulates irritation„ lung visibility. Ashes,smoke, soot and pounds/ pounds/ (PM 10) damage, bronchitis, dust can dirty and discolor kWh th Ibs (PM 10) cancer, early death structures erm reduced Liver, kidney and brain 0 or 0.003404 1,7$9 Mercury damage; neurological negligible (Hg) and developmental Accumulates in the food chain milligrams pounds/ Mg of(Hg) damage /kWh therm reduced Saving 10,000 kWh is equivalent to The annual environmental the CO2 sequestered from planting benefit of this project is 10,510 trees/year 200 tree seedlings and letting them equivalent to planting grow 10 years; taking 1.4 cars off Or removing 74 cars from the road /year the road for a year; or the energy required to power a typical Or saving enough energy to 53 typical American homes for a American home for a year. power year All included contents produced by Climatec are agreed Detailed Audit CLIMATEC to be proprietary and confidential and will not City of Seal Beach GROUP be shared with non-city personnel 36 1 P a g e \\� \%k n v CN 2 % - G v CN m 00 [c m S c \ r C14 a } _) j \\ - Cl) & S \ ƒ) \ _ $ ` } f y z { E{ _ , ol co ® / ) (° - > o C. \ - 5 - ou ® f \ f �k = E _ \ ] E m ZT ƒ /e { _ e \ a ol 2 f cq 2 \ g E t / _ } / \ ° r f ,� \ \ $ $ y } - ( 3 I / f - # ) - 2 \ 04 0 \ \ f - 3 } § - - j j o o 0 7 - ^ / \ � _ ) ) ) / ± \ � $ : = E 2 _ � 2 \ \ k } K \ \ e \ O E E- - - - - - E \ Q Q - ƒ ( ¥ 2 § - K - 3 2 - 9 7 % 2 2 2 2 2 2 £ 6 \ \ \ \ \ \ \ \ \ \ w\ § \ \ \ 0 0 \ [ §co 00 00 00§ § § \ } / ] | _ / _ I} \ \ \ } i § § } � \ \ \ \ } \ - \cc 3 / \ } } m f � / / 5.0 TECHNICAL APPENDIX 1) City Information a) Square Footage of Facilities b) Facility Overview 2) Utilities a) Detailed Utility Meter Data 3) Lighting a) Room-by-Room Audit b) Lighting Data Sheets 4) Controls a) Alerton Cut Sheets ti• fF�SEA� •. -.4 v �y: S s� •, I •:QLIFORN ti All included contents produced by Climatec are agreed Detailed Audit CLIMATEC to be proprietary and confidential and will not City of Seal Beach GROUP be shared with non-city personnel 38 1 P a g e 12 I r g / ) k 1-5 LL Z LLJ 7- � ) k \ \\ \\ w} �} \ / / k /� � � � / \ \ �}