HomeMy WebLinkAboutItem ROF SEA( B
AGENDA STAFF REPORT
IFORN:PJ
DATE: July 25, 2016
TO: Honorable Mayor and City Council
THRU: Jill R. Ingram, City Manager
FROM: Jim Basham, Interim Director of Public Works
SUBJECT: ENERGY EFFICIENCY PROJECT UPDATE
SUMMARY OF REQUEST:
To provide direction to staff on completion of the Energy Efficiency Study project
with Climatec and move forward on alternative energy saving projects.
BACKGROUND AND ANALYSIS:
At the April 28, 2014 City Council Meeting, staff presented, and the City Council
approved, the Energy Efficiency Study and financing options for the funding of
the recommended improvements mentioned in the Study, refer to Attachment 1.
The main purpose of the Climatec Energy Efficiency Program project was to
replace existing equipment with high efficiency energy savings products, to
purchase Edison owned street lights and retrofit them with high efficiency bulbs,
to finance the project costs over a term and, subsequently, to apply the energy
savings to the project financing costs so it results with a cost neutral, self- funding
program.
The Energy Efficiency Study, prepared by Climatec following a Request For
Proposal process, was a comprehensive City -wide evaluation of energy
conservation measures. Climatec surveyed City buildings, parks, traffic signals
and all street lights. The survey resulted with findings documented in the April
2014 Detailed Audit, refer to Attachment E.
Climatec Scope of Work
The summary of the 2014 Detailed Audit demonstrated that by replacing certain
types of equipment, the City could save in energy costs over a 15 year period.
The following list presents equipment Climatec recommended to be replaced with
high energy efficient fixtures and units:
1. Replace all thermostats to a centralized computer system for maximum
control;
2. Replace all lighting fixtures to T8 lamps;
3. Replace incandescent lamps to Light Emitting Diodes (LED);
Agenda Item R
4. Replace irrigation controllers to weather based controllers;
5. Retrofit the street lights on top of the traffic signals to LED fixtures;
6. Purchase Southern California Edison owned street lights to lower the rate
structure.
The 2014 Detailed Audit has more in -depth details of each facility surveyed and
recommendations.
Currently, all the above items of work have been completed with the exception of
item No. 6, the purchasing and retrofitting of Edison owned street lights. Staff has
been working with Edison regarding purchasing 870 street lights. Edison has
prepared draft agreements for the City to review. After further staff evaluation of
the draft agreements, and in discussions with the City Attorney, staff has
concluded that this may not be a good program for the following reasons:
1. Draft Edison Agreement - The draft agreement is written in a one -sided
way to protect Edison, and not the City. The agreement form is
unacceptable to the City Attorney and staff.
2. Liability shift in the Edison Agreement — The agreement would assign all
liabilities to the City. The City would be the sole entity liable for any claims
related to any street lights, infrastructure or facilities that may serve the
lights.
3. Term of Claims — The agreement assumes the City to be solely
responsible for all streets lights, infrastructure and facilities liability even if
that liability arose prior to the purchase date of the Edison Sale. This
would mean the City would be liable for any claim for the street lights from
the time of their installation.
4. Maintenance — Operations and Maintenance cost for maintaining 870
street lights will significantly increase the City's annual budget. The City
will need a new street light maintenance contractor to operate, maintain,
troubleshoot, repair or replace the following, but not limited to, the lights,
underground wiring, control boxes, vaults and some transformers. The
Edison facilities are old and deteriorating, and any of the aforementioned
items may fail at any point in time. The estimated annual cost for
maintenance only, if the City owned the lights, would be $120,000. This
does not include any cost for the replacement of the failing facilities and
liability with accidents and claims. This cost is unknown.
After reviewing the potential costs versus benefits of purchasing the Edison
street lights, staff recommends not moving forward with this purchase. Edison
has informed staff that the City has until August 15, 2016 to execute an
agreement with Edison to purchase the street lights for $450,000.
Alternative Program
In lieu of purchasing and retrofitting the street lights lights, there is approximately
$590,000 remaining in the existing financing structure. Staff recommends
alternative energy saving projects that are in line with this Energy Efficiency
Program. The first recommendation is the replacement of the Heating Ventilation
Air Conditioning (HVAC) Units at the Marina Community Center. The HVAC units
are currently not working and passed their useful life. The reason those units
Page 2
were not originally placed on the Climatec list for energy- efficient replacements is
unclear at this time. The cost to replace both HVAC units would be $25,000. The
second recommendation is to replace all the interior /exterior lighting, the
emergency generator, and the main panel with new conductors at Fire Station
44. The lighting fixtures are the old T12 types. Replacing them with T8's will
significantly reduce the energy cost for this facility, which is in line with this
Energy Efficiency Program. The total cost to replace the lighting, the generator
and the main panel with new conductors would be $175,000. The total cost of
both projects is $200,000. This leaves a remaining balance of $390,000.
If the City Council direction is to not pursue purchasing the street lights and to
proceed with the above alternative energy saving program at the Marina Center
and Fire Station 44, the remaining funds of $390,000 would be used for other
energy saving projects at other City Facilities. These projects will be brought
back to City Council for consideration at a later date.
ENVIRONMENTAL IMPACT:
There is no environmental impact related to this item.
LEGAL ANALYSIS:
A legal analysis is required for this item. Staff has been coordinating with the City
Attorney's office regarding the possibility of amending the financing agreement to
remove the Street Light Purchase option and replace it with the newly added
scope of work. Additional work from the City Attorney's office will be necessary to
present a draft amendment to the financial institution and any final
documentation for execution.
FINANCIAL IMPACT:
To perform the above scope of work, the City entered into two agreements.
1. Financing Agreement between the City and Municipal Finance
Corporation, refer to Attachment C.
2. Acquisition Fund Agreement between the City, Municipal Finance
Corporation and Deutsche Bank, refer to Attachment D.
These two agreements allow for the work to be performed, constructed, paid and
financed. The Financing Agreement allows the City to pay for the entire project in
payments over a term of 11 years at a rate of 3.40% for a total of $1,893,455.86,
which includes a principal of $1,546,930.82 (Project Cost) and an interest of
$346,524.95. The second agreement is similar to an escrow account, whereas
the City pays Deutsche Bank and they distribute the funds to Climatec and
Municipal Finance Corporation.
A preliminary Financial Analysis was performed and presented at the April 28,
2014 City Council Meeting, refer to Attachment 2. The analysis showed that over
Page 3
a 15 year period, the City would save $979,724 by financing for 11 years and
applying the energy savings to the project loan. This analysis assumes that the
project cost includes the purchase of the Edison owned street lights, which is the
largest portion of the energy savings.
Based on the cost to own and maintain the Edison Street lights over a period of
time, the actual cost of acquiring the street lights in the long term would
significantly outweigh the project's annual savings.
RECOMMENDATION:
To provide direction to staff on not to proceed with the completion of the Energy
Efficiency Study project with Climatec and move forward on alternative energy
saving projects.
ITTED BY
Interim Director of Public Works
Attachments:
NOTED AND APPROVED:
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,70 • • .
1. April 28, 2014 City Council Agenda Item Staff Report Item "K" with the following
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
2. April 28, 2014 Climatec Presentation
3. Payment Schedule for Bi- Annual Debt Service
Page 4
Attachment 'T'
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
SEA( 6�
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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 at 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
Attachment 1 - Page 1 of 5
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
Attachment 1 - Page 2 of 5
• Interior Liahting 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
Attachment 1 - Page 3 of 5
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
Attachment 1 - Page 4 of 5
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:
Sean P. Crumby, P.E
Director of Public Woi
NOTED AND APPROVED:
H ! !ii JI /.O.0 .. : .
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
Attachment 1 - Page 5 of 5
Attachment "A"
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.
Attachment A - Resolution No. 6456 - Page 1 of 3
Resolution Number 6456
C. 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.
D. 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, thermal,
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, to execute and deliver the Installment Agreement in
substantially the same form as approved, with such changes therein as the
Mayor (or the Mayor Pro Tern or City Manager, as the case may be) may
approve (such approval to be conclusively evidenced by the execution and
delivery thereof).
Section 4. Based on the findings in Section 2 of this Resolution, the
City Council.hereby approves the Lease, 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, to
execute and deliver the Lease in substantially the same form as approved, with
such changes therein as the Mayor for the Mayor Pro Tern or City Manager, as
the case may be) may approve (such approval to be conclusively evidenced by
the execution and delivery thereof). '
Section 5. The Acquisition Fund Agreement, in the form on file in the
office of the City Clerk, is hereby approved. The Mayor (or in the Mayor's
absence, the Mayor Pro Tern or City Manager) is hereby authorized, for and in
the name and on behalf of the 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, as the case may be) may approve (such approval to be
conclusively evidenced by the execution and delivery thereof).
Section 6. The officers of the City are hereby authorized and directed,
jointly and severally, to do any and all things, to execute and deliver any and all
documents that they may deem necessary or advisable in order to complete the
transactions contemplated under the Installment Agreement, the Lease and the
Acquisition Fund Agreement and effectuate the purposes of this Resolution,
Installment Agreement, the Lease and the Acquisition Fund Agreement and any
such actions previously taken by such officers are hereby ratified and confirmed.
(Intentionally Left Blank)
Attachment A - Resolution No. 6456 - Page 2 of 3
Resolution Number 6456
PASSED, APPROVED AND ADOPTED by the Seal Beach City Council at a
regular meeting held on the 28th day of April , 2014 by the following vote:
AYES: Council
NOES: Council
tABSENT: Council Members_ ®7LP
ABSTAIN: Council MembersyL(
STATE OF CALIFORNIA }
COUNTY OF ORANGE } SS
CITY OF SEAL BEACH }
' I, Linda Devine, City Clerk of the City of Seal Beach, do hereby certify that the
foregoing resolution is the original copy of Resolution Number 6456 on file
in the office of the City Clerk, passed, approved, and adopted by the City Council
at a regular meeting held on the 28th day of April 2014.
J6" �)� -
Ci Clerk
Attachment A - Resolution No. 6456 - Page 3 of 3
Aff a6shN ent "B"
INS TA L L A T IO N A G R SEMEN T
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
CUMATEC Install .agreement
Attachment B - Installation Agreement -Page 1 of 38 Page i of 7
CLIMATEC INSTALLATION AGREEMENT
This Installation Agreement ("Agreement's dated April 2, 2014( "Effective Date') is made by and between:
City of Seal Beach
("Purchases D with its principal place of business at
211811, 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. Chmatec 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 I.LC 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 C6ma[ec 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
Chmatec 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. AN 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
* CUMATEC Install Agreement
. 1 ...... -... Page 2 of 7
Attachment B - Installation Agreement -Page 2 of 38
3. INVOICING & PAYMENTS. CGmatec LLC may invoice the Purchaser for any equipment and /or materials
installed at a job site. Purchaser agrees to pay Climates LLC amounts invoiced. Progress payments will be made
in compliance with Attachment E of this Agreement. Waivers of Gen will he furnished as set forth in Section 4.
4. LIENS AND WAIVERS OF LIENS. Climarec LLC and subcontractors and providers of materials will
provide Purchaser with Gen waivers or releases with each invoice for work or material provided and will deliver a
copy to the Purchaser. An acknowledgement of full 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, Climates LLC sha0 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 I 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) Climates 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.) (h) CGmatec LLC has caused the Work to pus 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 (di) the Work is capable of operating safety in accordance with all applicable rules and regulations.
7. TIME OF PERFORMANCE. Climates LLC shall perform the Work specified in this .Agreement in
accordance with the project timeline established at project outset by Climates 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 Purchuer shall not be obligated or Gable
under this Agreement to any party other than Climates 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. CGmatec LLC enters onto and accepts the City's premises in an "as is"
condition. Climates 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 area.
12. INDEPENDENT CONTRACT. It is agreed between Purchaser and Climates LLC that Climates LLC shall
perform the Work as an independent contractor. Climates LLC may use subcontractors to perform work
hereunder, provided Climates 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 subcontractors work and for the quality
of the work they produce and (c) providing Purchaser with lien 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, Climates LLC shall (a) be excused from furnishing said materials
City of Seal Beach
CUMATEC Install Agreement
Attachment B - Installation Agreement -Page 3 of 38 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 Chmatec LLC, for a period of two
(2) years from the installation date. Within the warranty period, for equipment installed by CGmatec 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 CGmatec 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, CGmatec LLC will provide that
information to the Purchaser and pass thou 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 Gable 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 duties, 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
paymxnt 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 CGmatec 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 CGmatec 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 1000/6 the
property of Climatec LLC or their designee. The paperwork, inspections and verification required to coGcct these
monies are the sole responsibiliy of Climatec LLC. The Purchaser agrees to assist CGmatec 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, Climatee 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 tamed through the course of this project
from State, Local or Federal agencies for energy efficient design are 100% the property of Chmatec 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 paid for by
Climatcc 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
compensmon, 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
CUMATEC Install Agreement
Attachment B - Installation Agreement -Page 4 of 38 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 pan 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 shortage 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.
I. 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
CUMATEC Install agreement
Attachment B - Installation Agreement -Page 5 of 38 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 cr 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 limits contained in this Section are not intended as a
limitation o t 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 an 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 perforating 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 thim
calendar days' written notice to Climarec LLC. Climatec LLC agrees to cease all work under this Agreement
on or before the effective date of such notice.
In the event of termination cr 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 fun performance of the services required by this Agreement.
Climatec LLC shall have no other claim against Purchaser by reason of such temvnation, including any maim
for compensation. Climatec LLC may not terminate this Agreement except for Purchaser's non- payment
upon an Invoice within sixty (60) days of Purchasers 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 shag
be interpreted as if such provision were so excluded and shall be enforced in accordance to their terms and
conditions.
City of Seal Beach
CUMATEC Install Agreement
Attachment B - Installation Agreement -Page 6 of 38 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 parry 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. Clitnatec LLC retains the right to assign its rights and obligations of this agreement with
written consent of Purchaser.
32. ACKNOWLEDGMENT. Both Climates I.LC 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 ii s' behalf is authorized
to do so.
IN WITNESS WHERL'OF, the patties have caused their duly authorized officers to execute this Agreement effective as of
the date first above written.
Climates LLC
Date
Signature "
S }eve. Skyersal-,
Print Name
V►c.e-- 0rP,.-,; Apr 4-
Tide
�iri��
Date
City of Seal Beach
CUMATEC Install Agreement
Attachment B - Installation Agreement -Page 7 of 38 Page 7 of 7
JA CLIMATEC
Attachment "A"
Scope of Work
Attachment B - Installation Agreement -Page 8 of 38
City of Seal Beach
Install Agreement — Att A
Page 1 of 5
CITY HALL /COUNCIL CHAMBERS
'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.
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.
'A 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 TB 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 applicatiuns.
Replace the existing incandescent lamps with new LED technology. This will provide very good light
quality, long fife and instant start capability. Please see the attached lighting scope summon, 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 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 fighting 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
Attachment B - Installation Agreement -Page 9 of 38
City of Seal Beach
Install Agreement — Att A
Page 2 of 5
LIBRARY /SENIOR CENTER
Replace (2) condenser coils with new high efficiency coils of similar size and capacity. Complete a 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.
Retrofit existing lighting fixmres 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.
y 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 fife. Please see the attached fighting 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.
'X 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.
City of Seal Beach
CLINMEC Install Agreement —Act A
Page 3 of 5
Attachment B - Installation Agreement -Page 10 of 38
'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.
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.
A Replace the existing incandescent lamps with new LED technology. This will provide very good light
quality, long fife 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.
BLUE BELL PARK
'A Install (1) fully automated, "Smart," weather based 'irrigation controller. This will provide scheduling, alerts,
and satellite control of the irrigation system.
WINDSURF PARK
A 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.
'k Install (1) coin operated system to turn on the showers for a set period of time.
EDISON PARK
'A 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 A
Page 4 of 5
Attachment B - Installation Agreement -Page 11 of 38
STREET LIGHTS
Ligbdng 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.
Lighdng Scol2e 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
Attachment B - Installation Agreement -Page 12 of 38
City of Seat Beach
Install Agreement —Art A
Page 5 of 5
CUNIATEC
Attachment "B"
Lighting Summary
Attachment B - Installation Agreement -Page 13 of 38
City of Seal Beach
Install Agreement — Att B
Page 1 of 15
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Attachment "C"
City's Terms and Conditions for the Energy Efficiency
Program
cumATEC
Attachment B - Installation Agreement -Page 28 of 38
City of Seal Beach
Install Agreement — Att C
Page 1 of 8
CITY'S TERMS AND CONDITIONS FOR THE ENERGY EFFICIENCY PROGRAM
For purposes of this Attachment, the term "Contract" shall mean the Climates Installation Agreement, "Ciry" shall mean
Purchaser and "Contractor' shall mean Climates LLC, including any subcontractors retained by Climates 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.
IL PFRFORNIANCF PERIOD. CONTRACTOR shall commence Work within fifteen (15) business days of mceipt
of Notice to Proceed from CITY, and CONTRACTOR agrees to complete all Work in accordance with the
Timeline 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
limitation, 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.
III. LIQUIDATED DAMAGES: Time is of the essence in this Contact. 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 diem 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.
N. WORK TO B. PERFORMED.
A. Scope of Work. CONTRACTOR shall furnish at CONTRAC"TOR's 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
Work 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
C(rorks Association and the Associated General Contractors of California, which specifications are
hereinafter referred to as the "Standard Specifications" and am 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 cue may be, provisions of the Standard Specifications.
CLIMATEC
Attachment B - Installation Agreement -Page 29 of 38
City of Seal Beach
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 semce and building system connections or required interruptions shag 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.
CITY shall have the right to inspect any material used. Material furnished shag he new,
complete, ready- for-use and of the latest model, shall not have been used in demonstration or
other services and shag 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 sale 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 shag 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 permirs) remain in effect and are not waived.
H. Charrges to the Work.
CLIMATEC
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 shag 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 shag be
adjusted as 'extra work ". Any work ordered by CITY shag be performed by CONTRACTOR.
Attachment B - Installation Agreement -Page 30 of 38
City of Seal Beach
Install Agreement —Art C
Page 3 of 8
Any disputes arising from the changes to the work shall he 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 he 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.
VI. 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 undenaking 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
2. 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
A. Laws to Be Observed. The CONTRACTOR shall he 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 all
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 with 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
Citv of Seal Beach
4A CUMATEC Install Agreement — AirC
Page 4 of 8
Attachment B - Installation Agreement -Page 31 of 38
made by the Director of Industrial Relations pursuant to California Labor Code Pan 7,
Chapter 1, Article 2, Sections 1770, 1773 and 1773.1."
CONTRACTOR shall execute simultaneously with the execution of this Contract a statement
acknowledging obligation to comply with California Labor Law requirements. That statement
must be trade on a form approved by CITY and upon execution by CONTRACTOR and
acceptance by CITY shall be incorporated herein by reference.
D. Payroll Records. The CONTRACTOR's attention is directed to Section 1776 of the Labor Code,
relating to accurate payroll records, which impose responsibility upon the CONTRACTOR for the
maintenance, certification, and availability for inspection of such records for all persons employed by the
CONTRACTOR or by the subcontractors in connection with the project. The CONTRACTOR shall
agree through the Contract to comply with this section and the remaining provisions of the Labor Code.
E. Working Hours. CONTRACPOR's workers and subcontractors employed in the execution of this
Contract shall not be required to work more than eight (8) hours in any one calendar day and forty (40)
hours in any one calendar week, in violation of the provisions of .Article 3, Chapter 1, Part 7, Division 2
of the Labor Code (Section 1810 et seq.).
F. Apprentices. Attention is directed to the provisions of Sections 1777.5 and 1777.6 of the Labor Code
concerning the employment of apprentices by the CONTRACTOR or say subcontractor. The
CONTRACTOR and all subcontractors shall comply with the requirements of 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 Practices /Equal Opportunity Acts. In the performance of the Work described in
this Contract, CONTRACTOR and every supplier of materials and services shall comply with 20
applicable provisions of the California Fair Employment Practices Act ( California Government Code
Sections 12940 -48) and the applicable equal employment provisions of the Civil Rights Act of 1964 (42
U.S.C. §§ 200e -217), whichever is more restrictive.
H. 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 all times possess a valid California
Contractor's License Class A, and any other licenses required b, law to perform the work.
Patents and Property Rights. The 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 rights, used on or incorporated in the work, and shall
defend, indemnify, and hold harmless CITY, and each of its officers, agents, 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.
J. Indemnity. Indemnification as set forth in Section 24 of the Agreement.
K Resolution of Claims and Disputes. Public Contract Code Section 20104 et seq. applies to this
Contract. Those Public Contract Code Sections are incorporated by reference herein. In any arbitration
to resolve a dispute relating to or arising out of this Contract, the arbitrators award shall be supported
by law and substantial evidence. The arbitrator shall file a written decision with the court and serve a
cumATEG
Attachment B - Installation Agreement -Page 32 of 38
City of Seal Beach
Install Agreement — A« C
Page 5 of 8
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 Put 2 of Division 7 of the Business and Professions
Code), arises from purchases of goods, services, of 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.
I• Y � i •
A. Subletting and Assignment.
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 put,
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 fled 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 be held liable for the deficient work.
CONTRACTOR shall provide a list of all subcontractors performing more than one -half of
one percent (1 0/6) of the total contract amount.
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 — AirC
Page 6 of 8
Attachment B - Installation Agreement -Page 33 of 38
i.
immediately comply with such;i�i order from CITY and shall not resume operations until so ordered in
writing.
E. Removal of Defective or Unauthorized work. Only fast class work, materials, and workmanship will
be acceptable. All work which is defective in its construction or deficient in any of the requirements of
the specifications shall be remedied, or removed and replaced by the CONTRACTOR in an acceptable
manner, and no compensation will be allowed for such correction. Any work done beyond the lines
shown on the plans, or any extra work done without written authority will be considered as
unauthorized and will not be paid for. CITY shall have authority to cause defective work to be remedied
or removed and replaced, and unauthorized work to be removed, and to deduct the costs thereof from
any monies due or to become due the CONTRACTOR.
F. Supervision. All manufactured products, materials, and appliances used and installed and all details of
the work done shall at all tunes be subject to the supervision, test, and approval of CITY. CITY shall
have access to the work at all times during construction, and shall be furnished with every reasonable
facility for securing full knowledge with regard to the progress, workmanship and character of the
materials used or employed in the work.
G. Final cleaning Up. Upon completion of the project and before 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 of the work in a neat presentable condition.
H. Lose or Damage. Any loss or damage (not consequential) arising from any omission or act of the
CONTRACTOR or any agent or person employed by him or by any action which had not been
authorized in the provisions of the specifications, shall be sustained by the CONTRACTOR.
IX. SAFETY AND PROTECTION OF WORKER~.
A. Pursuant to Public Contract Code Section 7104, if any work under this Contract involves digging
trenches or other excavations that extend deeper than four feet below the surface:
1. The CONTRACTOR shall promptly, and before the following conditions are disturbed, notify
CITY, in writing, of any:
cummEc
a) Material that the CONTRACTOR believes may be material that is hazardous waste,
as defined in Section 25117 of the Health and Safety Code that is required to be
removed to a Class 1, Class II, or Class III disposal site in accordance with provisions
of existing law.
b) Subsurface or latent physical conditions at the site differing from those indicated.
C) Unknown physical conditions at the site of any unusual nature, different materially
from those ordinarily encountered and generally recognized as inherent in the work of
the character provided for in the Contract.
2. CITY shall promptly investigate the conditions, and if it finds that the conditions do materially
so differ, or do involve hazardous waste, and came a decrease or increase in the
CONTR.ACTOR's cost of, or the time required for, performance of any part of the work shall
issue a change order under the procedures described in the Contract.
Attachment B - Installation Agreement -Page 34 of 38
City of Seal Beach
Install Agreement — Art C
Page 7 of S
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
CON'I'RACI'OR 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 live (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 tune. The CITY shall timely notify
CONTRACTOR of the receipt of any third -party 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).
XI. 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 tune.
CUMATEC
Attachment B - Installation Agreement -Page 35 of 38
City of Seal Beach
Install Agreement — Art C
Page 8 of 8
CUMATEC
Attachment "D"
Payment Procedures
Attachment B - Installation Agreement -Page 36 of 38
City of Seal Beach
Install .Agreement — Att D
Page 1 of 3
For purposes of this Attachment, the term `Contract' shall mean the Chmatec Installation Agreement, "City' shall mean
Purchaser and "Contractor' shall mean Climatec LLC.
1. PROGRESS PAYMENTS
1.1. Based upon Applications for Payment submitted to the City, the City shall make progress payments on
account of the Contract Sum to the Contractor as provided below.
1.2. The period covered by each Application for Payment shall be one calendar month.
1.1 City shall make payment to the Contractor within thirty (30) days after receipt of a proper Application
for Payment.
1.4. Each Application for Payment shall be based upon the approved Schedule 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 by the Application for payment.
I.G. The amount of each progress payment shall be computed as follows:
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, less retention of five percent
(5 %).
1.6.2. Add that portion of the Contract Sum properly allocable to materials and equipment delivered 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 writing), less retention of
five percent (5 %).
1.6.3. Subtract the aggregate of previous payments made by the City.
1.7. Reduction or limitation of retainage, if any, shall be upon written request by the Contractor. The City,
at its discretion, may reduce the total retention withheld or release retention for a specific item of work
where extended withholding of retention is not warranted.
1.8. Securities may be provided in lieu of retainage as follows:
1.8.1. At the request and expense of the Contractor, upon execution of a proper escrow agreement, securities
equivalent to the amount withheld shall be deposited with the public agency as the escrow agent, or
with a state 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.
1.8.3. Securities eligible for investment under this section shall include those listed in Section 16430 of
Government Code, bank or savings and loan certificates of deposit, interest bearing demand deposit
accounts, standby letters of credit, or any other security mutually agreed to by the Contractor and the
City.
City of Seal Beach
CLIMATEC Install Agreement — Air D
Page 2 of 3
Attachment B - Installation Agreement -Page 37 of 38
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 or other requirements to
withhold funds are then in effect.
-A CUMATEC
Attachment B - Installation Agreement -Page 38 of 38
City of Seal Beach
Install Agreement — Art D
Page 3 of 3
Attachment "C "
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
Attachment C - Financing Agreement — Page 1 of 23
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
Attachment C - Financing Agreement — Page 2 of 23
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 9. 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 $1,596,930.62 (the "Lease Proceeds ") in an
acquisition fund (the "Acquisition Fund ") with Deutsche Bank National
Trust Company (the "Custodian ") pursuant to an Acquisition Fund
3
Attachment C - Financing Agreement — Page 3 of 23
Agreement by and among the Lessor, the City and
"Acquisition Fund Agreement "), the date of such
commencement date of this Lease (the "Closing
Proceeds shall be invested and disbursed pursuan
conditions of the Acquisition Fund Agreement. Any
in the Acquisition Fund after completing the
Property cots and Rental Payments shall be applied
or prepayment of future Rental Payments.
the Custodian (the
deposit to be the
Date "). The Lease
t to the terms and
moneys that remain
disbursements for
towards the payment
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 (8 %) 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 B. 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
Attachment C - Financing Agreement - Page 4 of 23
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
Attachment C - Financing Agreement - Page 5 of 23
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.
exception of acts
negligence by the
hereby assumes and
Attacl
Risk of Loss; Damage; Destruction. With the
resulting from intentional misconduct or gross
Lessor, its agents and representatives, the City
shall bear the entire risk of loss and damage to
6
iment C - Financing Agreement — Page 6 of 23
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(9) 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
Attachment C - Financing Agreement- Page 7 of 23
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
Attachment C - Financing Agreement — Page 8 of 23
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
Attachment C - Financing Agreement — Page 9 of 23
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
Attachment C - Financing Agreement - Page 10 of 23
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
Attachment C - Financing Agreement - Page 11 of 23
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
Attachment C - Financing Agreement - Page 12 of 23
(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
Attachment C - Financing Agreement - Page 13 of 23
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
Attachment C - Financing Agreement — Page 14 of 23
IN WITNESS WHEREOF, the parties hereto have caused their authorized
agents to execute this Lease on the dates specified below.
MUNICIPAL FINANCE CORPORATION
2945 Townsgate Road, Suite 200
Westlake Village, CA 91361
M
Title
Date
CITY OF SEAL BEACH
211 8th Street
Seal Beach, CA 90740
r�
Title
Date
15
Attachment C - Financing Agreement — Page 15 of 23
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.
Attachment C - Financing Agreement — Page 16 of 23
(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
Attachment C - Financing Agreement — Page 17 of 23
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.
(i) 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
Attachment C - Financing Agreement — Page 18 of 23
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
Print Name:
Title:
4
Attachment C - Financing Agreement — Page 19 of 23
LEASE SCHEDULE #13 -030
This Schedule is issued pursuant to the Lease with Option to Purchase
dated as of , 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:
S
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.
Attachment C - Financing Agreement - Page 20 of 23
Lease with Option to Purchase #13 -030 dated as of , 2014
PROPERTY DESCRIPTION /LOCATION /SUPPLIER LIST
Attachment C - Financing Agreement - Page 21 of 23
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 ,
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 Lessor's 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
Attachment C - Financing Agreement — Page 22 of 23
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 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.
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
a
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 , 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, E1 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
WN
Title
Date
Attachment C - Financing Agreement - Page 23 of 23
Attachment "D"
ACQUISITION FUND AGREEMENT #13 -030
This Acquisition Fund Agreement (this "Agreement ") , dated as of
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 , 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- INVEST 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 Fi
of (i) the final distribution
(ii) written notice given
Administrative Agent (with z
concurrently) of the occurrence
of the Lease (such notice being
Notification ").
id shall be terminated at the earliest
f amounts in the Acquisition Fund or
o the Custodian by the Lessor's
copy to be given to the City
of an Event of Default or termination
referred to below as a "Lease Default
(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 1(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
9
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.
n
(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 Section 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
does not claim and will not accept any security c
any part of the Collateral, and the Custodian
enforce or attempt to enforce any right of
Collateral, or otherwise charge or deduct from
amount whatsoever.
assert control, and
r other interest in,
will not exercise,
setoff against the
the Collateral any
(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 B -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
M
Title:
Title:
Deutsche Bank National Trust Company
am
Title:
Deutsche Bank National Trust Company
Title:
0
SCHEDULE 1
FORM OF DISBURSEMENT REQUEST
Re: Lease with Option to Purchase #13 -030 dated as of
by and between Municipal Finance the Corporation
Beach (the "Lease ")
2014
and City of Seal
In accordance with the terms of the Acquisition Fund Agreement,
dated as of , 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
Address
Invoice
Number
Dollar
Amount
Purpose
I
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.
01
(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
am
Authorized Reoresentative
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 413 -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 , 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.
I. 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 Closine 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
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 1 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
UZ
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 , 2014 (the "Lease ") with Municipal Finance Corporation as
lessor, hereby certifies as follows:
1. I 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.
S. 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:
Date:
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 #13 -030
dated , 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 Cler
*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
E1 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.
Attachment "E"
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 CLIM.4TEC.COM *CLIMATEC
,L CLIMATEC
BUILDING TECHNOLOGIES GROUP
April 16 ", 2014
Mr. Sean Crumby, P.E.
Public Works Director
City of Seal Beach
21 1 8" 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 Alerion 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
TABLE OO F 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 .........................
......... 12
MARINA COMMUNITY CENTER .............................1
3
NORTH SB COMMUNITY CENTER ........................
14
POLICE HEADQUARTERS.. . .................................
15
SEAL BEACH LIFEGUARD PIER ...........................
16
TENNIS CENTER ........................ .............................17
BLUE BELL PARK ...................... .............................18
WINDSURF PARK... .............. ......................
........... 19
EISENHOWER PARK ................ .............................20
EDISONPARK ............................. .............................21
STREET LIGHTS ......................... .............................22
3.0 REFERENCES & QUALIFICATIONS .......................23
3.1 CALIFORNIA REFERENCES
3.2 CUMATEC 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.....
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
Chmatec's energy audit team conducted several meetings, interviewed key
City employees and performed an evaluation of the City facilities that
addressed energy consurning 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:
-)C- Remedies over $1.5 million in facility improvement needs
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
'A High- Efficient HVAC Upgrades
* Interior & Exterior Lighting Retrofits
'i: 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:
'A 870,732 pound annual reduction in greenhouse gas emissions
* 10,510 trees planted per year
�A 215 pound reduction in carbon monoxide
"A 74 cars removed from the road per year
53 homes powered per year
All included contents produced by Climatec are agreed Detailed Audit
CLIMATEC to be proprietary and confidential and will not City of Seal Beach
NuILDiNG rGa woLociGS cytvouP be shared with non -city personnel 1 j 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.
M� CL1MATEC All Inducted contents produced de Climatec are agreed Detailed Audit
■V- ■V_. to be proprietary and confidential and will not City Of Seal Beach
aun.ovaG ICOINOeoGtes 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 included rontents produced by ❑Imotec are agreed Detailed Audit
to be proprietary and confidential and will not City of Seal Beach
euiLOiwe T E0INOLOGICS GROUP be shared with non -city personnel 3 1 P a g e
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* CLIMATEC
BUILDING t EGA 4NOLOGW S GROUP
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
Library/Senior Center
Marino Community Center
North SB Community Center
Police Headquarters
Seal Beach Lifeguard Pier
Blue Bell Park
Windsurf Park
Eisenhower Park
Edison Park
City Street Lights
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:
Monthly electric utility billing data
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 Marino Community Center would benefit from a
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
costs. The City would benefit from the installation of a building automation
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
to be proprietary and confidential and will not City of Seal Beach
be shared with non -city personnel 5 P a g e
CLIMATEC
BUILDING irC i"JOLOGII3S GROUP
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.
All included contents produced by Chanatec ore agreed
to be proprietary and confidential and will not
be. shared with non -city personnel
Detailed Audit
City of Seal Beach
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2.3 SITE OVERVIEW
CITY HALL /COUNCIL CHAMBERS
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 COz 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.
* CLIMATEC H included optrej conients producedde liol and are agreed Detailed Audit
to hr. pmpnetary and ronlidenlinl and will not City of Seal Beach
BUILDING recrtnot.osies GROUP be shored with non any personnel 9 1 P a g e
CITY HALL/ COUNCIL CHAMBERS (CONT.)
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 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.
�
� CLIMATEC All included contents produced by Climatec are agreed Detailed Audit
to be propnetory and confidential and will not City of Seal Beach
BUILDING I ECrwoloGtCS GROUP he shored .iith non -city personnel 10 1 P a g e
CITY YARD
RECOMMENDATIONS
'N' 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 genet-ate 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 ore agreed Detailed Audit to be proprietary and Confidential and wi lI not City of Seal Beach
BUILDING reaHraoLoct[s GROUP be shared with non -city personnel t t I P a g e
LIBRARY /SENIOR CENTER
RECOMMENDATIONS
-k 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.
included ded contents produced by Climatec are agreed Detailed Audit
CLIMATEC he proprietary and confidential and will not City of^Seall Beach
BUILDING Ir0- IN1LOGICS GROUP be shared •.vith non -city personnel 12 I P a g e
MARINA COMMUNITY CENTER
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.
• 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.
-N:- 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 ore agreed Detailed Audit
� CLIMATEC to be proprietary and confidential and will not City of Seal Beach
BUILDING T CCHNOLOGICS GROUP be shared with non -city personnel 1 3 1 P a g e
NORTH SB COMMUNITY CENTER
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 ore agreed Detailed Audit
to be proprietary and confidential and will not City of Seal Beach
SUILDING I LCD wovoGi[s GROUP be shared with nomatry personnel 14 1 P a g e
POLICE HEADQUARTERS
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.
• 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.
• 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.
All included contents produced by Ornrctec are agreed Detailed Audit
* CLIMATEC to be proprietary and confidential and will not City of Seal Beach
eUILOINO l C0 tNOLOGteS CnROUP be shored with non city personnel 15 1 P a g e
SEAL BEACH LIFEGUARD PIER
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.
* CLIMATEC NII inducted contents produced be tial atec are agreed Detailed Audit
to he proprietary and confidential and will not City Of [Seal Beach
BUILDING 1'GG va OLOGtf_S GROUP he shared with non -city personnel 16 1 P a g e
TENNIS CENTER
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.
i Install (1) fully automated, "Smart," weather based irrigation controller.
This will provide scheduling, alerts, and satellite control of the irrigation
syste m.
*CLIMATEC All included contents produced by Clini ore agreed Detailed Audit
be proprietary and confidential and will not City of Seal Beach
BUILDING ruarwot.ocies GROUP be shared with non city personnel 17 ( 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.
4tCLIMATECi All l to b ed contents ty and be tial a d will agreed Detailed Seal to be prnpnetary and coniidanfial and will not City Of Seal Beach
BUILDING TECHNOLOGIES GROUP bo shared with non -city personnel 18 1 P a g e
* CLIMATEC
BUILDING t'ECI NOLOGICS GPOUP
WINDSURF PARK
RECOMMENDATIONS
• Install (1) fully automated, "Smart," weather based irrigation controller.
This will provide scheduling, alerts, and satellite control of the irrigation
syste m.
• Install (1) coin operated system to turn on the showers for a set period
of time.
All included contents produced by Chmatec are agreed
to he propiietory and confidential and will not
he shared with non -city personnel
Detailed Audit
City of Seal Beach
EISENHOWER PARK
RECOMMENDATIONS
Install (1) fully automated, "Smart," weather based irrigation controller.
This will provide scheduling, alerts, and satellite control of the irrigation
syste m.
* CLIMATEC All l to be d proprietary produced by tial atec are agreed detailed Audit
to be pmpnetary and confidential and will not City of Seat Beach
BUILDING recrmioLOGICS G; OUP be shared oh non -city personnel 20 1 P a g e
* CLIMATEC
BUILDING T CCHNOLOGICS GROUP
EDISON PARK
RECOMMENDATIONS
Install (2) fully automated, "Smart," weather based irrigation
controllers. This will provide scheduling, alerts, and satellite control of
the irrigation system.
All included contents produced by Cllrnatec are agreed Detailed Audit
to be proprietary and confidential and will not City of Seal Beach
be shared with non -city personnel 21 ( P a g e
STREET LIGHTS
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.
i 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.
All included contents produced by Clirrwec are agreed Detailed Audit
CLIMATEC :o he proprietary and conlidenlinl and will nol City of Seal Beach
BUILUInIG IHCr+tdoLoGFCS GROUP be shared with non -city personnel 22 1 P a g e
CALIFORNIA
3.0 REFERENCES &
QUALIFICATIONS
Climatec has performed turn -key installations at over 500 sites. Our energy
projects also include over 100 cities, schools, universities and municipalities
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 ICA-<8I J)
Palo Verde Unified School District
Poway Unified School District
Ciiy of Escondido
City of Fountain Valley
City of Leguw Beach
Conrad School Dutdo
Escondido Union High School District
Soddleback Valley Unified School District
Palm Springs Unified School District
City of Indio
Energy Projects
Over 45 Cities /Counties
15 Misc, Government Facilities
9 Military Facilities
Bell Gardens School District
Carlsobad Unified Schaal District
Chine Vista Unified School District
CSU Dominguez Hills
CSU Pomona
Encinitas Unified School District
Escondido Unified School District
Fullerton Joint Union HS District
Inglewood Unified School District
Lake Elsinore Unified School Dlslna
Lennox School District
Long Beach Unified School Dninct
Los Angeles Unified School District
KEY
w Energy Performance Contract ICA•dP 17)
Energy Projects
Meares Elemenlory, School District
Newport Mesa Unified School District
Reacted, Unified School District
Riverside Unified School District
Rowland Unified School District
Son Bernardino Unified School Disinct
Son Diego City Unified School District
Son Dlogento Union High School District
Son Jacinto Unified School District
Several Day Adventist
Sweetwater Union High School District
University of Southern California
Val Verde Unified School Dishier
Wolaut Valtey Unified School Distinct
VAllmm S. Had Unified School District
Yucaipa Unified School District
SOUTHERN
CALIFORNIA
All included contents produced by Cirri are agreed Detailed Audit
* CLIMATEC to be proprietary and confidential and vdll not City of Seal Beach
BUILDING TCCI 4Not-DGICS GF�OUR he shared vrith non -city personnel 23 1 P a g e
NORTHERN CALIFORNIA REFERENCES
CALIFORNIA
Performance Contracts (CA-421 7)
Lodi Unified School District
Son Joaquin County
Energy Projects'
Buckeye Unified School District
Center Unified School District
Dixon Unified School District
Elk Grove Unified School District
Folsom Cordova Unified School District
Lodi Unified School District
Maryville Joint Unified School District
Paradise Unified School District
Rescue Unified School District
Rocklin Unified School District
Roseville Joint High School District
San Juan Unified School District
Vacaville Unified School District
Western Placer Unified School District
Yuba City Unified School District
NORTHERN
CALIFORNIA
Francisco
q�t ,
Sa Via' �YS o
�*1Z
City of Lincoln
City of Lodi
City of Placerville
City of Rocklin
City of Roseville
City of Vacaville
El Dorado County
Sacramento County Airport System
Son Joaquin County
Stanislous County
KEY "In association with our strategic partner L &H Anco
, e Energy Performance Contract (CA -4217)
Energy Projects
All included contents produced by Climcfec ore agreed Detailed Audit
* CLIMATEC to be propitiatory and confidential and will not City of Seal Beach
BUILDING ICO-INCLOGIES CROUP be shored with non -city personnel 24 1 P a g e
Project Dates
Nov. 2010 July 201 1
Contact
NOSteve May
949.497.0351
Number of Sites
8
Project Value
$465,000
Total Program Savings
$1.0 Million
Procurement
RPP
Funding Sources
11- 013
CITY OF FOUNTAIN VALLEY
3.1 CALIFORNIA REFERENCES
CITY OF LAGUNA BEACH
PROJECT OVERVIEW
Climatec provided a comprehensive energy conservation and facility
modernization program that addressed all of the city's facilities.
• 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 OVERVIEW
Install /integrate new Alerton controls system for (4) sites
Comprehensive replacement of all HVAC systems at (3) sites
Motion sensor control of lighting at (2) sites
Interior and exterior lighting upgrades at (8) sites
LED retrofit of city's traffic light systems
Solar thermal water heating for (5) sites
Project Dates
Awarded 201 1 I
Contact
Steve Haue waas
14.593.4441
Number of Sites
8
Project Value
$�2. Million
Total Program Savings
$4.3 Million
Procurement
RFP
Funding Sources
Capital /ARfL4 Grant
�
� CLIMATEC 411 into contents produced by Climatec are agreed Detailed Audit
to be proprietary and confidential and will not City of Seal Beach
BUILDING te 6
CHNOL06�S GROUP 'oe shared with non -city Personnel 25 1 P a g e
Project Dates
2,QQ- 5_200.%
Cntact
Mark Coarreon
2 154 8. 228
Number of Sites
1
Project Value
$1.3 Million
Funding Sources
Public Sof7tv Bond Program
CITY Of= ESCONDIDO
LOS ANGELES POLICE DEPARTMENT
PROJECT OVERVIEW
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
ES - 1 0
City of Choice®
PROJECT OVERVIEW
�- New Honeywell control system installed at (2) locations
Interior and exterior lighting retrofits at (5) sites
Motion sensor control of lighting at (5) sites
Comprehensive HVAC upgrades /replacements at (2) locations
'�- Designed and implemented a 600,000 kW solar photovoltaic solution
Install new roofs at East Valley Community Center and City Hall
* CLIMATEC
BUILDING FCC' NOLOGICS GROUP
Project Dates
O c . 09 -March 10
Contact
Jerry Van Leeuwen
760.839.48 1
Number. of Sites
5
Project Value
$1.1 Million
Total Program Savinc
$1.2 Million
rrvcutemcrn
California Code= Section__4 ✓2_l_7
ranatng auurce�
Capital /c$DGE OO.BF
All included contents produced by Chmutec are agreed
to be proprietary and confidential and will not
be shored with non -city personnel
Detailed Audit
City of Seal Beach
26 1 Page
Project Dates
April•Sept. 2012
Contact
Julia Padilla
949.6@OR594
Number of Sites
2
Project Value
$1.2 Million
Total Program Savings
$1.9 Million
Procurement
RFP
Funding Sources
Municipal Lease /Capital/
PG &E 1 R
SAN JOAQUIN COUNTY
PROJECT OVERVIEW
i Recently awarded the San Joaquin County RFP
Install new Alerton controls system for Conlis Administration Building
X- Retro- commission existing Never EMS and install Demand Control System at
HSA Building
Interior and exterior lighting upgrades at each location
-� Install new and retro-com mission existing VFD's at (2) locations
OXNARD SCHOOL DISTRICT
PROJECT OVERVIEW
N Upgrade /integrate HVAC controls at (19) sites
Install new Alerton control system at (10) central plants
Comprehensive HVAC upgrades at (13) sites
Install new air -cool chillers at (7) locations
Interior and exterior lighting upgrades at (2 1 ) locations
-� Motion sensor control of lighting at (16) campuses
Project Dates
June 2012 - Present
(2 Phases)
Contact
Jeff C•hancer
8K .48x7.3918
Number of Sites
R
Project Value
$ .8 Million
Total Program Savings
$10 Million
Procurement
C alifornia Code - Section 421
Funding Sources
Municipal Lease
�
� CLIMATEC All into contents produced by Chmatec are agreed Detailed Audit
to be proprietary and confidential and will not City of Seal Beach
eta ALOING r 11C I At JOLOG i es GROUP be shared with non -city personnel 27 1 P a g e
Project Dates
I J 2012-Preent
Cnt
Mitch o Slateact r
RiNK01.7181
Number of Sites
8
Project Value
$1.0 Million
Total Program Savings
$1.4 Million
Procurement
California Code- Section 421 7
Funding Sources
PGA =_1
F
LODI UNIFIED SCHOOL DISTRICT
PROJECT OVERVIEW
# Temperature and run -time control improvements at (8) sites
Demand based ventilation at (8) sites
Door Contact /Occupancy Sensor Integration at (8) sites
High Efficiency Chiller and Pumps at Tokay High School
Interior and exterior lighting improvements at (12) sites
Gymnasium /MPR Lighting improvements at (7) sites
ROWLAND UNIFIED SCHOOL DISTRICT
PROJECT OVERVIEW
N Install /integrate new Alerton controls system (district wide)
Expansion of CO2 based control on air handling units for (9) schools
Occupancy based control of HVAC systems (district wide)
Comprehensive HVAC upgrades at (11) sites
Interior and Exterior lighting upgrades (district wide)
->; Implement irrigation controls system (district wide)
Project Dates
Feb. 2004 -Aug. 200
Contact
Fred Diamond
626.912.066-
Number of Sites
11
Project Value
$78 Million
Total Program Savings
$2�1 Million
fl Vl-UI GIIICIII
Califor� a Code- Section 421
run�rtly auorces
Municipal Lease / apical
All included contents produced by Climatec are agreed Detailed Audit
CLIMATECto be proprietary and confidential and will not City of Seal Beach
61-tit- rota T 10iNOLOaIeS GROUP be shared with non -city personnel 28 1 P a g e
Project Dates
Awarded Sept. 2.009
Contact
ich-el Tarantino
858.679.2567
Number of Sites
26
Project Value
$v20 Million (4 Phases)
US -ta 11 Program Savings
$27.4 Million
Procurement
NCalifornia Code= F - ion 4217
Funding Sources
Utility Rebate, QSCB, Municipal
Lease, Solar PPA, Distri� Capital
POWAY UNIFIED SCHOOL DISTRICT
PROJECT OVERVIEW
Install /integrate new Alerton control system at (8) campuses
Comprehensive HVAC replacement at (6) campuses
Occupancy based control of HVAC systems at (24) campuses
Install new Daikin VRV system at Park Village Elementary School
_X' Interior and exterior lighting retrofits at (8) campuses
�- Motion sensor control of lighting at (8) campuses
# Central Plant Retrofit at (2) campuses
* CLIMATEC NII included contents produced by tiol and ore agreed Detailed Audit
to hr proprietary and confidential and will not City of Seal Beach
BUILDINC+ ntcwNoLociES GROUP he shared wish 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 on 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:
T Trained and informed personnel operate, maintain and
repair equipment in a manner that maximizes efficiency.
Trained and informed personnel minimize installation
costs.
Trained and Informed personnel bring in additional
ideas, cooperate in scheduling, avoid conflicts, report
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 de Climatec are agreed Detailed each
to he proprietary and confidential and will not City of Seal Beach
BUILDING 1CCIAHOLOGi[S GROUP he 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
Period
Expected
Life
Solar Panels
25 Yrs
30+ Yrs
Controller
5 Yrs
15 Yrs'
GEL Battery
5 Yrs
5 -7 Yrs
Mounts and Hardware
25 Yrs
30 Yrs
D.C. to A.C. Inverters
2 Yrs
15 Yrs
D.C. to D.C. Converters
2 Yrs
15 Yrs
* CLIMATEC 411 included eonients produced by tol and are agreed Detailed each
to be propnetory and confidential and •.gill not City of Seal Beach
BUILDING I CCwNOLOGIS GROUP be shored with non -city personnel 31 1 P a g e
SOLAR POWER STREET LIGHTS (CONT.)
The installations of street lights with solar panels mounted on the poles have
o 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 de tial atdc are agreed Detailed each
to he proprietary and confidential and will not City of Seal Beach
r UIR -01NG 1110 UJoLOGies GROUP 'oc shored with nor city personnel 32 1 P a g e
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.
actures 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 con 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.
fyO EA
��V Sst
3�
•'r. 'a0
!. `''•C'qw /FOR �Pf
All Included contents practiced by Climatec are agreed Detailed Audit
* CLIMATEC to be proprietary and confidential and will not City of oSeal Beach
BUILDING I CO INOLOGIrS GROUP be. shared with non-o y personnel 33 ( P a g e
* CLIMATEC
BUILDING ICCONOLOGiCS GROUT'
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, Balsa Chico 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.
All included contents produced by Climatec are agreed Detailed /audit
to be. proprietary and confidential and will not City of Seal Beach
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 Cdy 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
These annual savings will produce the following environmental equivalencies
as shown in Table 4-1:
TABLE 4-1: ENVIRONMENTAL BENEFITS
Type of Pollution Pollutants Reduced
(Pounds)
Carbon Dioxide (CO2) 870,732
Sulfur Dioxide (S02) 502
Nitric Oxide (NO) 800
ft74 Passenger cars not driven for one year
40,190 Gallons of gasoline saved in one year
10,510 Trees preserved from deforestation
,y 53 American homes powered for a year
In addition to these environmental savings, the following page includes a
more detailed analysis of the associated savings.
All included contents produced by Climalec are agreed Detailed Audit
* CLIMATEC to be proprietary and confidential and will not City of Seal Beach
BUILDING 1'ECHNOLOGICS GROUP be shored with non -city personnel 35 1 P a g e
TABLE 4 -2: DETAILED ENVIRONMENTAL BENEFITS
City of Seal Beach 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 525,487
project implementation
Type Of
Health Effect
Environmental Effect
Reduction
Reduction
Pollutants
Pollution
trees / year
200 tree seedlings and letting them
/ kWh
/ Therm
Reduced
Or removing
Can cause respiratory
Climate change on a global
grow 10 years; taking 1 .4 cars off
the road for a year; or the energy
required to power a typical
American home for a year.
Or saving enough energy to
power
870,732
Greenhouse
and other health
scale has been attributed to
1 .657
12.5
Gases
problems, particularly
increased emissions of carbon
pounds/
pounds/
(CO2)
In children and the
dioxide (002)
kWh
therm
Ibs (002) reduced
elder)
Volatile
Organic
Ozone (smog) can
Ozone (smog) affects plant life
0.000061
.0005
32
Compounds
cause cancer and other
and causes vegetation damage
pounds/
pounds/
Noel
serious health problems
p
kWh
therm
Ibs (VOX) reduced
Nitrogen
Acid rain has ozone (smog)
0.001523
1 .014
$QQ
Oxide
Lung damage and
effects and also causes buildings,
pounds/
pounds /
Ibs (NOx) reduced
(NO)
respiratory illness
statues and monuments to
kWh
therm
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 /
Ibs (CO) reduced
(CO)
cells and tissues
significantly reduces
kWh
therm
environmental quality
Sulfur
Respiratory illness,
Precursor of acid rain, which can
0.000956
.0001
502
Dioxide
breathing problems and
damage trees, lakes and soil;
pounds/
pounds /
Ids (502) reduced
(502)
potentially permanent
aerosols can also reduce visibility
kWh
therm
lung damage
Eye, nose and throat
Source of haze which reduces
0.00002
11
Particulates
irritation„ lung
visibility. Ashes, smoke, soot and
pounds/
.0004
pounds/
Ibs (PM 10)
(PM 10)
damage, bronchitis,
dust can dirty and discolor
kWh
therm
cancer, early death
structures
I
I
reduced
Liver, kidney and brain
0.003404
0 or
1,789
Mercury
damage; neurological
Accumulates in the food chain
milligrams
negligible
Mg of (Hg)
(Hg)
and developmental
/ kWh
pounds/
damage
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
Or removing
74
cars from the road / year
grow 10 years; taking 1 .4 cars off
the road for a year; or the energy
required to power a typical
American home for a year.
Or saving enough energy to
power
53
typical American homes for a
year
C All included cantenls produced by Climatec are agreed Detailed Audit
CLIMATE
to be prnprietary and confidential and will not City of Seal Beach
BUILDING I'GCt INOLOGILS GROUP be shared with non -city personnel 36 I P a g e
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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) Alenon Cut Sheets
All included contents produced by Climatec ore agreed Detailed Audit
CLIMATECto be proprietary and confidential and will nor City of Seal Beach
e1UI1-OING recwr+oWctES cveour+ be shored with non -city personnel 38 I P a g e
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Attachment "3"
Payment Schedule: Payable semi - annually in arrears #13 -030
PMT
#
Due Date
Rental
Payment
To
Principal
To
Interest
Purchase
Option
1
11/08/14
$26,297.82
$0.00
26,297.82
1,562,400.13
2
05/08/15
84,870.82
58,573.00
26,297.82
1,503,241.40
3
11/08/15
84,870.82
59,568.74
25,302.08
1,443,076.97
4
05/08/16
84,870.82
60,581.41
24,289.41
1,381,889.75
5
11/08/16
84,870.82
61,611.29
23,259.53
1,319,662.34
6
05/08/17
84,870.82
62,658.68
22,212.14
1,256,377.08
7
11/08/17
84,870.82
63,723.88
21,146.94
1,192,015.96
8
05/08/18
84,870.82
64,807.19
20,063.63
1,126,560.70
9
11/08/18
84,870.82
65,908.91
18,961.91
1,059,992.70
10
05/08/19
84,870.82
67,029.36
17,841.46
992,293.04
11
11/08/19
84,870.82
68,168.86
16,701.96
923,442.50
12
05/08/20
84,870.82
69,327.73
15,543.09
853,421.49
13
11/08/20
84,870.82
70,506.30
14,364.52
782,210.12
14
05/08/21
84,870.82
71,704.91
13,165.91
709,788.17
15
11/08/21
84,870.82
72,923.89
11,946.93
636,135.04
16
05/08/22
84,870.82
74,163.60
10,707.22
561,229.80
17
11/08/22
84,870.82
75,424.38
9,446.44
485,051.18
18
05/08/23
84,870.82
76,706.59
8,164.23
407,577.52
19
11/08/23
84,870.82
78,010.60
6,860.22
328,786.82
20
05/08/24
84,870.82
79,336.78
5,534.04
248,656.67
21
11/08/24
84,870.82
80,685.51
4,185.31
167,164.30
22
05/08/25
84,870.82
82,057.16
2,813.66
84,286.57
23
11/08/25
84,870.82
83,452.05
1,418.68
0.00
TOTALS: $1.893.455.86 $1,546,930.82 $346.524.95
Approved and agreed to:
MUNICIPAL FINANCE CORPORATION CITY OF SEAL BEACH
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