HomeMy WebLinkAboutR-25-41VILLAGE OF DEERFIELD
RESOLUTION NO. 2025- R-25-41
A RESOLUTION WAIVING COMPETITIVE BIDDING AND APPROVING AN
AGREEMENT WITH VEREGY CENTRAL, LLC
FOR THE PURCHASE AND INSTALLATION OF A SOLAR ARRAY
WHEREAS, the Village of Deerfield ("Village's is a home rule municipality in
accordance with Article VII, Section 6 of the Constitution of the State of Illinois of 1970; and
WHEREAS, the is dedicated to investing in green technology and reducing its carbon
footprint; and
WHEREAS, the Village finds it prudent and consistent with its policy objectives to
purchase and construct a solar array on Village -owned property immediately adjacent to the
Village's water treatment plant located at 1045 Hackberry Road ("Solar Array'j; and
WHEREAS, due to the fact that solar arrays and the terms offered for their purchase
and construction are complex and differ greatly vendor to vendor, it is not efficient to issue a
request for bids for the purchase and construction of the Solar Array; and
WHEREAS, the Village sought a proposal from Veregy Central, LLC, a Missouri
limited liability company ("Veregy') to provide and construct the Solar Array; and
WHEREAS, the Mayor and Board of Trustees have determined that waiving bidding
and entering into an Agreement with Veregy for the purchase and construction of the Solar
Array ("Agreement') will serve and be in the best interest of the Village and its residents;
NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE BOARD OF
DEERFIELD, LAKE AND COOK COUNTY, ILLINOIS, AS FOLLOWS:
SECTION 1: RECITALS. The Village Board hereby adopts the foregoing recitals as
its findings, as if fully set forth herein.
SECTION 2: WAIVER OF COMPETITIVE BIDDING. Pursuant to Section 9-16
of the Village Code and the Village's home rule authority, the Village Board waives the
requirement of competitive bidding for the purchase and construction of the Solar Array.
SECTION 3: APPROVAL OF AGREEMENT. Pursuant to its home rule authority,
the Village Board hereby approves and Agreement with Veregy for the purchase and
construction of the Solar Array in substantially the same form as attached as Exhibit A and
in a final form approved by the Village Attorney.
SECTION 4: AUTHORIZATION TO EXECUTE AGREEMENT. The Village
Board hereby authorizes and directs the Mayor to execute and attest, on behalf of the Village,
a purchase order upon receipt by the Village Clerk of at least one original copy of the
Agreement executed by Veregy; provided, however, that if the executed copy of the Agreement
4916-0870-1522, v. 1
is not received by the Village Clerk within 30 days after the effective date of this Resolution,
then this Resolution will, at the option of the Village Board, be null and void.
SECTION 5: EFFECTIVE DATE. This Resolution shall be in full force and effect
from and after its passage and approval by two-thirds of the Village Board according to law.
AYES: Benton, Berg, Goldstone, Greenberg, Jacoby, Oppenheim
NAYS: None
ABSTAIN: None
ABSENT: None
PASSED: July 7, 2025
APPROVED: July 21, 2025
RESOLUTION NO. R-25-41
Daniel C.._ iapiro, Mayor
ATTEST:
S
Kent S. Stre ,t, Village Clerk
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4916-0870-1522, v. 1
VEREGY
AGREEMENT
CUSTOMER NAME: The Village of Deerfield
DATE OF SUBMISSION:
TABLE OF CONTENTS
ARTICLE
PAGE
1. GENERAL PROVISIONS....................................................................................................................0
2. VEREGY'S RESPONSIBILITIES.......................................................................................................0
3. CUSTOMER'S RESPONSIBILITIES.................................................................................................2
4. SUBCONTRACTS.................................................................................................................................3
5. INSTALLATION AND ACCEPTANCE.............................................................................................4
6. PRICE AND PAYMENT......................................................................................................................4
7. CHANGES IN THE PROJECT...........................................................................................................5
8. INSURANCE, INDEMNITY, WAIVER OF SUBROGATION, AND LIMITATION OF
LIABILITY............................................................................................................................................. 5
9. TERMINATION OF THE AGREEMENT.........................................................................................7
10. ASSIGNMENT.......................................................................................................................................8
11. MISCELLANEOUS PROVISIONS.....................................................................................................8
12. LIMIT OF LIABILITY - FIRE AND/OR SECURITY SYSTEMS.....................................10
13. ALLOCATION OF SECTION 179D DEDUCTIONTO DESIGNER..................................10
14. SUBSEQUENT PHASES OF WORK.........................................................................11
ATTACHMENT A
THE WORK (SCOPE -OF -WORK)
ATTACHMENT B
THE INSTALLATION SCHEDULE
ATTACHMENT C
PAYA/IENT SCHEDULE
ATTACHMENT D
ENERGY GUARANTEE
ATTACHMENT E
SCHEDULE OF SAVINGS
ATTACHMENT F
PROJECT ACCEPTANCE
ATTACHMENT G
FORM ALLOCATION OF SECTION 179D DEDUCTION
ATTACHMENT H
SOLAR O&M SERVICES
ATTACHMENT I
SOLAR M&V SERVICES
4910-1850-7076, v. 2
July 7, 2025
2.2.4 VEREGY shall comply with all applicable federal, state and municipal laws and regulations that regulate the health
and safety of its workers while providing the Work, and shall take such measures as required by those laws and regulations
to prevent injury and accidents to other persons on, about or adjacent to the site of the Work. It is understood and agreed,
however, that VEREGY shall have no responsibility for elimination or abatement of health or safety hazards created or
otherwise resulting from activities at the site of the Work carried on by persons not in a contractual relationship with
VEREGY, including CUSTOMER, CUSTOMER's contractors or subcontractors, CUSTOMER's tenants or
CUSTOMER's visitors.
2.3 Patent lndemnitv
2.3.1 VEREGY shall, at its expense, defend or, at its option, settle any suit that may be instituted against CUSTOMER
for alleged infringement of any United States patents related to the hardware manufactured and provided by VEREGY,
provided that: 1. Such alleged infringement consists only in the use of such hardware by CUSTOMER and not as part of,
or in combination with, any other devices, parts or software not provided by VEREGY hereunder; 2. CUSTOMER gives
VEREGY immediate notice in writing of any such suit and permits VEREGY, through counsel of its choice, to answer the
charge of infringement and defend such suit; and 3. CUSTOMER gives VEREGY all reasonable information, assistance
and authority, at VEREGY's expense, to enable VEREGY to defend such suit.
2.3.2 If such a suit has occurred, or in VEREGY's opinion is likely to occur, VEREGY may, at its election and expense:
obtain for CUSTOMER the right to continue using such equipment; or replace, correct or modify it so that it is not
infringing; or remove such equipment and grant CUSTOMER a credit therefore, as depreciated.
2.3.3 In the case of a final award of damages in any such suit, VEREGY will pay such award. VEREGY shall not,
however, be responsible for any settlement made without its written consent.
2.3.4 This Section 2.3 shall survive termination of the Agreement.
2.4 Warranties and Completion
2.4.1 VEREGY warrants CUSTOMER good and clear title to all equipment and materials furnished to CUSTOMER
pursuant to this Agreement free and clear of liens and encumbrances. VEREGY hereby warrants that all such equipment
and materials shall be new and of good quality and shall be free from defects in materials and workmanship, including
installation and setup, for a period of one (1) year from the date of the completion the Work, provided that no repairs,
substitutions, modifications, or additions have been made, except by VEREGY or with VEREGY's written permission, and
provided that after delivery such equipment or materials have not been subjected by non-VEREGY personnel to accident,
neglect, misuse, or use in violation of any instructions supplied by VEREGY. Further, VERIGY warrants that it will
provide, perform and complete all of the Work in a proper and workmanlike manner and in full compliance with, and as
required by or pursuant to, this Agreement, and with the greatest economy, efficiency, and expedition consistent therewith.
2.4.2 In addition to the warranty set forth in Section 2.4.1 above, VEREGY shall, at CUSTOMER's request, assign to
CUSTOMER any and all manufacturer's or installer's warranties for equipment or materials not manufactured by VEREGY
and provided as part of the Work, to the extent that such third -party warranties are assignable and extend beyond the one
(1) year limited warranty set forth in Section 2.4.1.
2.4.3 VEREGY shall not be liable for any special, indirect, incidental or consequential damages arising from, or relating
to, this limited warranty or its breach.
2.4.4 VEREGY's warranty excludes remedy for damage or defect caused by abuse, modifications not executed by
VEREGY, improper or insufficient maintenance, and negligent operation.
2.4.5 VEREGY represents that it has had an opportunity to conduct a visual inspection of the work site and the
surrounding area. Except as otherwise provided herein, VEREGY shall have no claim for damages, for compensation in
excess of the prices provided in Section 6 of this Agreement, or for a delay or extension of the deadlines set forth in the
Agreement based upon conditions found at, or in the vicinity of, the work site.
2.5 Hazardous Materials
1
4910-1850-7076, v. 2
2.5.1 VEREGY and its subcontractors shall not be required to handle, remove, come into contact with, dispose of, or
otherwise work with hazardous materials existing on the project site at the date of this Agreement or resulting, either directly
or indirectly, from any acts or omissions of CUSTOMER, its employees, agents or assigns, or any of its other contractors
or subcontractors. "Hazardous materials" as used herein includes all hazardous or toxic substances or materials as may be
so designated by federal, state or local governmental entities. "Hazardous materials" shall also include fungus and mold.
If, during the performance of the Work, the presence of hazardous materials is discovered or reasonably suspected,
VEREGY shall notify CUSTOMER of such discovery or suspicion and shall be permitted to immediately cease all work
which requires contact with or exposure to such hazardous materials, until the CUSTOMER has made arrangements for the
removal of the same. VEREGY shall be entitled to an extension of the Contract Time for ceasing work pursuant to this
Section.
2.5.2 [DELETED]
2.5.3 Unless prior to the execution of this Agreement, VEREGY received written notification from CUSTOMER of the
existence of Hazardous Materials on the site, and said notice included a description of the Hazardous Materials, and the
quantity and location of the Hazardous Materials, CUSTOMER is hereby representing to VEREGY that CUSTOMER is
not aware of any Hazardous Materials present at the site.
2.5.4 If the structure(s) where the Contract Work is to be performed was built before 1978, CUSTOMER understands
that it may contain lead paint. CUSTOMER also understands that the only way to know whether lead paint is present is to
have one or more paint samples in the work area tested. CUSTOMER authorizes those tests to be done by VEREGY and
agrees to pay VEREGY for the costs of those tests, in addition to the Contract Price. Alternatively, as a condition of
accepting this Agreement, CUSTOMER agrees to provide VEREGY with documentation demonstrating, to VEREGY's
reasonable satisfaction, that: (1) the areas where the Contract Work is to be performed has been tested and determined to
be lead free by a certified risk assessor, certified lead inspector or certified renovator; (2) the areas where the Contract Work
is to be performed is paint free; and/or (3) the areas where the Contract Work is to be performed were built after 1977.
ARTICLE 3
CUSTOMER'S RESPONSIBILITIES
3.1
CUSTOMER shall provide VEREGY information reasonably requested by VEREGY regarding the requirements for the
Work, provided that Customer does not warrant such information.
3.2 CUSTOMER shall designate a representative who shall be fully acquainted with the Work.
3.3 CUSTOMER shall furnish to VEREGY all known information regarding utility locations and other information
reasonably pertinent to this Agreement, the Work and the Project.
3.4 [DELETED].
3.5 If CUSTOMER becomes aware of any fault or defect in the Work, it shall give prompt written notice thereof to
VEREGY.
3.6 The services and information required by the above paragraphs shall be furnished with reasonable promptness at
CUSTOMER's expense.
3.7 Prior to the commencement of the Work and at such future times as VEREGY shall reasonably deem appropriate,
CUSTOMER shall furnish evidence in a form satisfactory to VEREGY that sufficient funds are available and committed
to pay for the Work. Unless such evidence is furnished, VEREGY is not required to commence or continue any Work.
Further, if CUSTOMER does not provide such evidence, VEREGY may stop work upon fifteen (15) days notice to
CUSTOMER. The failure of VEREGY to insist upon the providing of this evidence at any one time shall not be a waiver
of CUSTOMER's obligation to make payments pursuant to this Agreement, nor shall it be a waiver of VEREGY's right to
request or insist that such evidence be provided at a later date.
4910-1850-7076, v. 2
3.8
CUSTOMER represents that, to CUSTOMER's knowledge, information and belief, except as otherwise disclosed in this
Agreement, in the areas where VEREGY will undertake Work or provide services, there are no: (a) materials or substances
classified as toxic or hazardous either (i) on or within the walls, floors, ceilings or other structural components, or (ii)
otherwise located in the work area, including asbestos or presumed asbestos -containing materials, formaldehyde, containers
or pipelines containing petroleum products or hazardous substances, etc.; (b) situations subject to special precautions or
equipment required by federal, state or local health or safety regulations; or (c) unsafe working conditions. CUSTOMER
shall notify VEREGY of any changes or updates that occur during the course of the Agreement. If any such materials,
situations or conditions, whether disclosed or not, are in fact discovered by VEREGY or others and provide an unsafe
condition for the performance of the Work or services, the discovery of the material, situation or condition shall constitute
a cause beyond VEREGY's reasonable control and VEREGY shall have the right to cease or not commence the Work until
the area has been made safe by CUSTOMER or CUSTOMER's representative, at CUSTOMER's expense.
3.9 CUSTOMER is exempt from and shall not be responsible to pay, or reimburse VEREGY for, any state or local
sales, use, or excise taxes. The prices set forth in Section 6 of this Agreement include all other applicable federal, state,
and local taxes and tariffs of every kind and nature applicable to the Work, Project, and any supplies or products related
thereto, as well as all taxes, contributions, and premiums for unemployment insurance, old age or retirement benefits,
pensions, annuities, or other similar benefits. All claim or right to claim additional compensation by reason of the payment
of any such tax, tariff, contribution, or premium is hereby waived and released by VEREGY. Notwithstanding anything
contained herein to the contrary, in the event that tariffs are imposed on any products, materials, equipment or supplies that
are part the Work or Project, and those tariffs cause VEREGY's total costs of those products, materials, equipment or
supplies to increase by more than 15 percent, then: (1) either party may terminate this Agreement provided that VEREGY
provides CUSTOMER written documentation that sets forth in detail the tariffs' application to individual products and
supplies and documentation demonstrating that VEREGY cannot reasonably procure those products, materials, equipment
or supplies from other sources that do not result in an increase in VEREGY's total costs to complete the Project without
increasing VEREGY's total costs more than 15 percent; or (2) the parties can negotiate a mutually agreed upon increase in
the Contract Price based on the increase caused by the tariffs.
3.10 VEREGY shall be entitled to rely on the accuracy of the information furnished by CUSTOMER. The
CUSTOMER shall furnish information and services required of CUSTOMER by the Contract Documents with reasonable
promptness.
ARTICLE 4
SUBCONTRACTS
4.1 VEREGY shall perform the Work with its own personnel and under the management, supervision, and control of
its own organization unless otherwise approved by CUSTOMER in writing. All subcontractors used by VEREGY shall be
acceptable to, and approved in advance by, CUSTOMER, which said approval shall not be unreasonably withheld or
delayed. CUSTOMER's approval of any subcontractor shall not relieve Contractor of full responsibility and liability for
the provision, performance, and completion of the Work in full compliance with, and as required by or pursuant to, this
Agreement. All Work performed under any subcontract shall be subject to all of the provisions of this Agreement. Every
reference in this AGREEMENT to "VEREGEY" shall be deemed also to refer to all subcontractors VEREGY.
4.2 A Subcontractor is a person or entity who has a direct contract with VEREGY to provide work, labor and materials
in connection with the Work. The term Subcontractor does NOT include any separate contractors employed by
CUSTOMER or such separate contractors' subcontractors.
4.3 For the purposes of this Agreement, no contractual relationship shall exist between CUSTOMER and any
Subcontractor. VEREGY shall be responsible for the management of its Subcontractors in their performance of their Work.
4.4 CUSTOMER shall not hire any of VEREGY's Subcontractors without the prior written approval of VEREGY.
ARTICLE 5
3
4910-1850-7076, v. 2
INSTALLATION AND ACCEPTANCE
5.1 The Work to be performed under this Agreement shall be commenced and completed as set forth in the Installation
Schedule attached hereto as Attachment B.
5.2 If VEREGY is delayed at any time in the progress of performing its obligations under this Agreement by any act
of neglect of CUSTOMER or of any employee or agent of CUSTOMER or any contractor employed by CUSTOMER; or
by changes ordered by CUSTOMER in the Work performed pursuant to this Agreement; or by labor disputes, fire, unusual
delay in transportation or deliveries (excluding delays related to the imposition of tariffs), adverse weather conditions or
other events or occurrences which could not be reasonably anticipated; or unavoidable casualties; or by any pandemic,
international, national or regional health crisis or condition or any federal, state or local directive, declaration of emergency
or order to suspend, shut down or suspend business in general or the Work in particular, resulting from said pandemic or
crisis, that impacts the provision of labor or interferes with VEREGY's or any of VEREGY's subcontractor's ability to
procure materials, supplies or equipment, or that otherwise disrupts or shuts down the jobsite, either temporarily or for an
extended duration ("Pandemic Delay"); or any other problem beyond VEREGY's reasonable control (an "Excusable
Delay"), then the time for performance of the obligations affected by such Excusable Delay shall be extended by the period
of any delay actually incurred as a result thereof.
5.3 VEREGY shall provide a Delivery and Acceptance Certificate in a form acceptable to CUSTOMER and VEREGY
(the "Delivery and Acceptance Certificates") for the Work once all of the Work is completed. Upon receipt of the Delivery
and Acceptance Certificate, CUSTOMER shall promptly inspect the Work and execute the Delivery and Acceptance
Certificate as soon as reasonably possible, but in no event later than ten (10) days after delivery of the same by VEREGY,
unless CUSTOMER provides VEREGY with a written statement identifying specific material performance deficiencies
that it wishes VEREGY to correct. VEREGY will use reasonably diligent efforts to correct all such material deficiencies
and will give written notice to CUSTOMER when all such items have been corrected. The Parties intend that a final
Delivery and Acceptance Certificate will be executed for the Work as soon as all Work is installed and complete. Execution
and delivery by CUSTOMER of such final Delivery and Acceptance Certificate with respect to the Work shall constitute
"Final Acceptance" of such Work performed by VEREGY pursuant to the Installation Schedule.
ARTICLE 6
PRICE AND PAYMENT
6.1 Price
6.1.1 The price for the Work is Two million two hundred forty eight thousand two hundred ninety seven dollars
$2,248,297.00, subject to the adjustments set forth in Articles 5 and 7. The price for the I't year of Measurement and
Verification with Guaranteed Savings Reconciliation Reporting is Dollars $1,400.00. The price for 1st year of Ongoing
Services is Dollars $5,100.00. The annual prices for ongoing Measurement & Verification with Guaranteed Savings
Reconciliation Reporting and ongoing Services are given in Attachment C.
6.1.2 [DELETED]
6.1.3 The Contract Price may be modified by agreement of the Parties and pursuant to a change order for delays
unreasonably caused by CUSTOMER and for Changes in the Work, all pursuant to Article 7.
6.1.4 The license fees for all licensed software are included in the price to be paid by CUSTOMER as identified in this
Article 6.
6.1.5 If, at any time, CUSTOMER specifically authorizes overtime work in writing which requires overtime or premium
pay, VEREGY shall be entitled to add such premium or overtime pay to the Contract Price, plus VEREGY's overhead and
profit.
6.1.6 The Contract Price does not include the items of work specifically excluded in Attachment A. If CUSTOMER
requests VEREGY to perform any of the work expressly excluded in said Attachment, the cost for this additional work,
plus VEREGY's overhead and profit, shall be added to the Contract Price.
4910-1850-7076, v. 2
6.2 Payment
6.2.1 Upon execution of this Agreement, CUSTOMER shall pay or cause to be paid to VEREGY the full price for the
Work, in accordance with the Payment Schedule, Attachment C. Payment shall be made net thirty (30) days of invoice
date.
6.2.2 Payments due and unpaid shall bear interest from the date payment is due at the rate of 1 '/2% per month,
compounded monthly. In the event that CUSTOMER failed to pay VEREGY any sums due, CUSTOMER shall pay
VEREGY all attorney's fees incurred by VEREGY in collecting amounts owed to VEREGY under this Agreement. If a
progress payment is not paid by the due date, VEREGY reserves the right (upon providing ten days written notice if said
payment default is not cured) to immediately stop work until the progress payment then due is made, increased by the
amount of VEREGY's costs of shutdown, delay and startup and, in such event, VEREGY will not be liable or responsible
for any damages, costs or delays whatsoever due to such work stoppage. VEREGY reserves the right (without further
notice) to terminate this Agreement altogether if work is stopped for thirty (30) or more days (whether or not consecutive
days) because of a failure to make progress payments, and, in such event, also reserves the right to recover payment for all
work executed and losses from stoppage of the work including reasonable overhead and profit.
ARTICLE 7
CHANGES IN THE PROJECT
7.1 A Change Order is a written order signed by CUSTOMER and VEREGY authorizing a change in the Work or
adjustment in the price, or a change to the Installation Schedule described in Attachment B. Each Change Order shall
describe the change in the work, the amount of adjustment, if any, to the Contract Price, and the extent of any adjustment
to the completion date.
7.2 CUSTOMER may request VEREGY to submit proposals for changes in the Work.
7.3 VEREGY has not done any inspection of subsurface conditions or existing conditions other than what may be
visually available. If conditions are encountered at the site that are (1) subsurface or otherwise concealed physical
conditions which differ materially from those indicated in the Contract Documents, or (2) unknown physical conditions of
an unusual nature, which differ materially from those ordinarily found to exist and generally recognized as inherent in
construction activities of the character provided for in and would substantially increase the cost or time to perform the
Work, then notice by the observing party shall be given to the other party promptly before conditions are disturbed and in
no event later than twenty-one (21) days after first observance of the conditions. If the Parties cannot agree on an an
equitable adjustment, if appropriate, to the Contract Price and the Installation Schedule, either Party may terminate this
Agreement.
7.4 [DELTED]
7.5
VEREGY shall, with CUSTOMER's approval, have the authority to make minor changes in the Work so long as they do
not result in a material alteration or modification or cause an adjustment to the Contract Price or an extension of the Contract
Time. VEREGY shall advise CUSTOMER of any minor change prior to making the change and said change shall be
subject to the approval of CUSTOMER, which shall not be unreasonably withheld or delayed.
ARTICLE 8
INSURANCE, INDEMNITY, WAIVER OF SUBROGATION, AND LIMITATION OF LIABILITY
8.1 Indemnity
8.1.1 VEREGY shall indemnify, save harmless, and defend CUSTOMER against any and all lawsuits, claims, demands,
damages, liabilities, losses, and expenses, including attorneys' fees and administrative expenses, that may arise, or be
alleged to have arisen, out of or in connection with VEREGY's negligent performance, tortious conduct, of, or breach of
4910-1850-7076, v. 2
the Agreement or any part thereof. The provision of insurance as provided in this Agreement shall not be a limit on
VEREGY obligation under this Section. This Section shall survive termination of this Agreement.
8.1.2 DELETED.
8.1.3 [DELETED]
8.2 Contractor's LiabilitN Insurance
8.2.1 VEREGY shall purchase and maintain such insurance as will protect it from claims that may arise out of or result
from VEREGY's operations under this Agreement.
8.2.2 The Commercial General Liability Insurance shall include premises -operations (including explosion, collapse and
underground coverage), elevators, independent contractors, completed operations, and blanket contractual liability on all
written contracts, all including broad form property damage coverage.
8.2.3 VEREGY's Commercial General and Automobile Liability Insurance, as required by Subparagraphs 8.2.1 and
8.2.2, shall be written for not less than limits of liability as follows:
(a) Commercial General Liability
Combined Single Limit
$ 1,000,000 Each Occurrence
$ 2,000,000 Product & Completed Operations
Aggregate
$ 2,000,000 General Aggregate
Other Than Products & Completed Operations
(b) Commercial Automobile Liability
Combined Single Limit
$ 1,000,000 Each Occurrence
8.2.4 VEREGY shall maintain at all times during the performance of the Work and Services hereunder, Workman's
Compensation Insurance in accordance with the laws of the State in which the Work is performed.
8.3. CUSTOMER's Liability Insurance
8.3.1 CUSTOMER shall be responsible for purchasing and maintaining its own liability insurance and, at its option,
may purchase and maintain such insurance as will protect it against claims that may arise from operations under this
Agreement.
8.4 Insurance to Protect Proiect
8.4.1 CUSTOMER shall maintain builder's risk insurance for the length of time to complete the Project. This insurance
shall include as named additional insureds VEREGY and VEREGY's Subcontractors and Sub -subcontractors and shall
include, at a minimum, coverage for fire, windstorm, flood, earthquake, theft, vandalism, malicious mischief, transit,
collapse, testing, and damage resulting from defective design, workmanship, or material. CUSTOMER will increase limits
of coverage, if necessary, to reflect estimated replacement costs. CUSTOMER will be responsible for any co-insurance
penalties or deductibles. If the Work covers an addition to or is adjacent to an existing building, VEREGY and its
Subcontractors and Sub -subcontractors shall be named additional insureds under CUSTOMER's Property Insurance
covering such building and its contents.
8.4.1.1 If CUSTOMER finds it necessary to occupy or use a portion or portions of the Facilities prior to Substantial
Completion thereof, such occupancy shall not commence prior to a time mutually agreed to by CUSTOMER and VEREGY
and to which the insurance company or companies providing the property insurance have consented by endorsement to the
4910-1850-7076, v. 2
policy or policies. This insurance shall not be canceled or lapsed on account of such partial occupancy. Consent of
VEREGY and of the insurance company or companies to such occupancy or use shall not be unreasonably withheld.
8.4.2 CUSTOMER shall purchase and maintain such insurance as will protect CUSTOMER and VEREGY against loss
of use of CUSTOMER's property due to those perils insured pursuant to Subparagraph 8.4.1. Such policy will provide
coverage for expenses of expediting materials, continuing general conditions and overhead of CUSTOMER and VEREGY,
necessary labor expense including overtime, loss of income by CUSTOMER and other determined exposures. Exposures
of CUSTOMER and VEREGY shall be determined by mutual agreement and separate limits of coverage fixed for each
item.
8.4.3 CUSTOMER shall provide Certificate(s) of Insurance to VEREGY before work on the Project begins.
8.5 Pronert% Insurance Loss Adjustment
8.5.1 [DELETE]
8.5.2 [DELETE]
8.6 Waiver of Subroeation
8.6.1 CUSTOMER and VEREGY waive all rights against each other, any Architects and Engineers, Subcontractors and
Sub -subcontractors for damages caused by perils covered by insurance provided under Paragraph 8.4, except such rights as
they may have to the proceeds of such insurance held by CUSTOMER and VEREGY as trustees. VEREGY may require
similar waivers from all Subcontractors and Sub -subcontractors.
8.6.2 CUSTOMER and VEREGY waive all rights against each other, any Architects and Engineers, Subcontractor and
Sub -subcontractors for loss or damage to any equipment used in connection with the Project, which loss is covered by any
property insurance. VEREGY may require similar waivers from all Subcontractors and Sub -subcontractors.
8.6.3 CUSTOMER waives subrogation against VEREGY, Subcontractors and Sub -subcontractors on all property and
consequential loss policies carried by CUSTOMER on adjacent properties and under property and consequential loss
policies purchased for the Project after its completion. It is the express intention of the Parties to waive subrogation for any
and all claims or losses that occur after the completion of the Work that are covered by any insurance maintained by the
other Party.
8.6.4 If the policies of insurance referred to in this Paragraph 8.6 require an endorsement to provide for continued
coverage where there is a waiver of subrogation, the owners of such policies will cause them to be so endorsed.
8.7 Limitation of Liability
8.7.1 In no event shall VEREGY be liable for any special, incidental, indirect, speculative, remote, or consequential
damages arising from, relating to, or connected with the Work, equipment, materials, or any goods or services provided
hereunder. The CUSTOMER waives claims against VEREGY for consequential damages arising out of or relating to this
Agreement. This waiver includes damages incurred by CUSTOMER for rental expenses, for losses of use, income, profit,
financing, business and reputation, and for loss of management or employee productivity or of the services of such persons.
ARTICLE 9
TERMINATION OF THE AGREEMENT
9.1 If VEREGY defaults in, or fails or neglects to carry forward the Work in accordance with this Agreement,
CUSTOMER may provide notice in writing of its intention to terminate this Agreement to VEREGY. If VEREGY,
following receipt of such written notice, neglects to cure or correct the identified deficiencies within thirty (30) days,
CUSTOMER may terminate this Agreement and take possession of the site together with all materials thereon, and move
to complete the Work itself expediently.
4910-1850-7076, v. 2
9.2 If CUSTOMER fails to make payments as they become due, or otherwise defaults or breaches its obligations under
this Agreement, VEREGY may give written notice to CUSTOMER of VEREGY's intention to terminate this Agreement.
If, within thirty (30) days following receipt of such notice, CUSTOMER fails to make the payments then due, or otherwise
fails to cure or perform its obligations, VEREGY may, by written notice to CUSTOMER, terminate this Agreement and
recover from CUSTOMER payment for Work executed and for losses sustained for materials, tools, construction equipment
and machinery, including but not limited to, reasonable overhead, profit and applicable damages.
ARTICLE 10
ASSIGNMENT
10.1 VEREGY shall not assign this Agreement or sublet it as a whole without the written consent of CUSTOMER,
which consent shall not be unreasonably withheld or delayed.
ARTICLE 11
MISCELLANEOUS PROVISIONS
11.1 The Table of Contents and headings in this Agreement are for information and convenience only and do not modify
the obligations of this Agreement.
11.2 DELETE.
11.3 If any provision is held illegal, invalid or unenforceable, the remaining provisions of this Agreement shall be
construed and interpreted to achieve the purposes of the Parties.
11.4 Risk of loss and title for all equipment and materials provided by VEREGY hereunder shall transfer to
CUSTOMER only upon Final Acceptance of all Work.
11.5 Final notice or other communications required or permitted hereunder shall be sufficiently given if personally
delivered to the person specified below, or if sent by registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:
To:
Veregy Central, LLC
Attention:
16647 Chesterfield Grove Road, Suite 200
Chesterfield, MO 63005
To CUSTOMER:
Village of Deerfield
850 Waukegan Road
Deerfield, IL 60015
Attention: Village Manager
11.6 Waiver. A Parry's failure to insist upon the performance or fulfillment of any of obligations under this Agreement
shall not be deemed or construed as a waiver or relinquishment of the future performance of any such right or obligation
hereunder.
11.7 If any provision of this Agreement or the application thereof to any circumstances shall be held to be invalid or
unenforceable, then the remaining provisions of this Agreement or the application thereof to other circumstances shall not
be affected hereby and shall be valid and enforceable to the fullest extent permitted by law.
11.8 Performance/Payment Bond. VEREGY shall furnish a performance bond and payment bond covering the
construction of the work in an amount equal to the contract price prior to commencement of work in a form acceptable to
CUSTOMER. This bond covers only the performance and payment exposure associated with the performance of the
4910-1850-7076, v. 2
construction portion of the Work. The energy savings, additional savings, guaranteed savings, savings shortfalls are not
under any circumstances covered under this bond or an obligation that the surety is responsible for.
11.9 Choice of Law/Venue. This Agreement and the rights of Customer and VEREGY under this Agreement shall be
interpreted according to the internal laws, but not the conflict of laws rules, of the State of Illinois. The venue for any
disputes between the Parties shall be in the Circuit Court for Lake County, Illinois.
11.10 Ambiguities. The Parties have each had the opportunity to review and negotiate the terms of this Agreement, and
any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the
interpretation of this Agreement.
11.11 Headings. The section headings contained herein are intended for convenience and reference only, and are not a
part of this Agreement.
11.12 Authority to Enter into this Contract. The persons signing the Agreement on behalf of the Parties are authorized
to execute and accept contracts of this nature.
11.13 CUSTOMER Representations. To the extent applicable, the CUSTOMER warrants that it has the necessary
power and authority to enter into this Agreement and this Agreement has been duly authorized by its duly elected
representatives. This Agreement is a legal, valid and binding obligation of the CUSTOMER.
11.14 Other Services. All services provided by VEREGY to CUSTOMER, including all services provided under
Attachment H attached hereto, are subject to the terms of this Agreement, are deemed to be part of the "Work", including,
without limitation, the services provided under Attachments H and K attached hereto.
11.15 Time of Essence. Time is of the essence for the performance of this Agreement.
ARTICLE 12
LIMIT OF LIABILITY — FIRE AND/OR SECURITY SYSTEMS
12.1 The Parties agree that VEREGY in not an insurer; that the fire and/or security system and/or Service purchased
herein is designed only to reduce the risk of loss; that CUSTOMER chose such system and/or Service from several levels
of protection offered by VEREGY; that VEREGY will not be held liable for any loss, whether in tort or contract, which
may arise from the failure of the system and/or Service. The Parties further agree that this Agreement shall not confer any
rights on the part of any person or entity not a party hereto, whether as a third -party beneficiary or otherwise.
ARTICLE 13
ALLOCATION OF SECTION 179D DEDUCTION
TO DESIGNER
13.1 CUSTOMER acknowledges and represents that the project site where VEREGY's Work is to be performed and
all building and improvements located on the same are "government -owned buildings" as CUSTOMER is a political
subdivision and CUSTOMER owns said property, building and other improvements where the Work is to be performed.
CUSTOMER hereby allocates to VEREGY any and all Section 179D deductions for the Work. CUSTOMER further
acknowledges that VEREGY is the entity that has created and is primarily responsible for the technical specifications for
installation of energy efficient work at CUSTOMER's commercial building property, as described herein. CUSTOMER
agrees to complete and execute the "Form for Allocation of Section 179D Deduction", which is attached hereto as Schedule
G and incorporated herein by reference. CUSTOMER also agrees to participate in any analysis, inspection and/or
certification required by statute or otherwise deemed necessary by VEREGY to ensure that VEREGY receives the Section
179D deduction.
4910-1850-7076, v. 2
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Z. A
4910-1850-7076, v. 2
ATTACHMENT B
INSTALLATION SCHEDULE
To be finalized with Customer upon notice to proceed.
15
4910-1850-7076, v. 2
ATTACHMENT C
PAYMENT SCHEDULE
The following are the payment schedules for the project.
Construction of the Project
The project shall be invoiced on a monthly basis for the work completed and equipment ordered for the project. These progress invoices shall be submitted on the last day of each
month. All invoices shall be billed as net thirty (30) days.
A mobilization fee will be due upon contract execution for 10% of the contract price.
Measurement & Verification
Measurement and Verification will be invoiced annually. All invoices shall be billed as net thirty (30) days.
Measurement &
Verification Year
Fee
1
$
1,400.00
2
$
1,442.00
3
$
1,485.26
4
$
1,529.82
5
$
1,575.71
6
$
1,622.98
7
$
1,671.67
8
$
1,721.82
9
$
1,773.48
10
$
1,826.68
11
$
1,881.48
12
$
1,937.93
13
$
1,996.07
14
$
2,055.95
15
$
2,117.63
16
4910-1850-7076, v. 2
Ongoing Services
Ongoing Services will be invoiced annually. All invoices shall be billed as net thirty (30) days.
Ongoing Services
Fee
1
$ 5,100.00
2
$ 5,253.00
3
$ 5,410.59
4
$ 5,572.91
5
$ 5,740.09
6
$ 5,912.30
7
$ 6,089.67
8
$ 6,272.36
9
$ 6,460.53
10
$ 6,654.34
11
$ 6,853.97
12
$ 7,059.59
13
$ 7,271.38
14
$ 7,489.52
15
$ 7,714.21
17
4910-1850-7076, v. 2
ATTACHMENT D
ENERGY GUARANTEE
DEFINITIONS
When used in this Agreement, the following capitalized words shall have the meanings ascribed to them below:
"Avoided Energy Costs" are the avoided costs calculated by multiplying the Energy Savings by the Energy Rates as established in Attachment E. These rates are established based
on current billing and/or rate schedules as applicable. Future rates may vary from the rates identified in Attachment E. Avoided Energy Cost may also include, but are not limited to,
Savings from power factor correction, taxes, ratchet charges, rate changes and other utility tariff charges that are reduced as a result of the VEREGY involvement.
"Avoided Operational Costs" is defined as the reduction in Operational Costs achieved as a result of the implementation of the Retrofit. These savings are as agreed to between
VEREGY and CUSTOMER, and as such are not verified. Avoided Operational Costs, if any, are shown in Attachment E.
"Avoided Related Capital Expenditure Costs" is defined as planned or budgeted expenses for the replacement of systems or equipment that would have occurred had the Work
not been performed and are agreed to between VEREGY and CUSTOMER. These savings are as agreed to between VEREGY and CUSTOMER, and as such are not verified.
Avoided Related Capital Expenditure Costs, if any, are shown in Attachment E.
"Baseline Period" is the defined period of time chosen to represent the Facilities' operations and energy use prior to the implementation of the Energy Conservation Measures.
"Baseline Period Energy Use or Demand" is the energy consumption or demand by a piece of equipment or a site occurring during the Baseline Period without adjustments.
Baseline physical conditions, such as equipment counts, nameplate date, and control strategies, will typically be determined through surveys, inspections, and/or metering at the site.
"Energy Use and Operational Cost Avoidance Guarantee Practices" are those practices identified in Attachment E, intended to achieve Energy Savings, resulting Avoided
Energy Costs, and/or Avoided Operational Costs.
"Energy Costs" may include the cost of electricity and fuels to operate HVAC equipment, Facility mechanical and lighting systems, and energy management systems, and the
cost of water and sewer usage, as applicable.
"Energy Conservation Measure (ECM)" is the installation of equipment or systems, or modification of equipment or systems as described in Attachment A.
"Energy Rates" are Energy Costs per unit of energy.
"Energy Savings" is the reduction in energy use or demand as relative to the energy use or demand identified during the Baseline Period. This equates to (Baseline Period Energy)
— (Reporting Period Energy) ± Adjustments. This also includes energy production from systems such as photovoltaic systems, wind turbines, etc.
"Facilities" shall mean those buildings where the energy use and operational cost savings will be realized.
"F.E.M.P." shall mean the Federal Energy Management Program of the U.S. Department of Energy and its Measurement and Verification Guidelines for Federal Energy Projects
(November 2015, or later versions). The F.E.M.P. guidelines classify measurement and verification approaches as Option A, Option B, Option C, and Option D. The F.E.M.P.
guidelines are based on the International Performance Measurement and Verification Protocol (I.P.M.V.P.) and were written to be fully consistent with it. It is intended to be used
18
4910-1850-7076, v. 2
by Federal procurement teams consisting of contracting and technical specialists. The focus of F.E.M.P. guidelines is on choosing the M&V option and method most appropriate for
specific projects.
"Financing Document" refers to that document executed between CUSTOMER and a third -party financing entity providing for payments from CUSTOMER third -party financing
entity.
"Final Project Acceptance" refers to CUSTOMER acceptance of the installation of the ECMs as described in Attachment A.
"First Guarantee Year" is defined as the period beginning on the first (Is`) day of the month following the date of Final Acceptance of the Work installed and ending on the day
prior to the first (Vanniversary thereof.
"Guarantee Period" is defined as the period beginning on the first (1") day of the First Guarantee Year and ending on the last day of the final Guarantee Year.
"Guarantee Year" is defined as the First Guarantee Year and each of the successive twelve (12) month periods commencing on the anniversary of the commencement of the First
Guarantee Year throughout the Term of this Agreement.
"Guaranteed Savings" is defined as the amount of Energy Savings, resulting Avoided Energy Costs as determined using the rates as identified in Attachment E, Avoided Operational
Costs, and Avoided Future Costs necessary to pay for the cost of the Work incurred by CUSTOMER in each Guarantee Year (as identified in Section 3.1 hereof).
"I.P.M.V.P." International Performance Measurement and Verification Protocol (2022 or later version) provides an overview of current best practice techniques available for
measurement and verification of performance Agreements. This document is the basis for the F.E.M.P. protocol and is fully consistent with it. The techniques are classified as Option
A, Option B, Option C, and Option D.
"Measurement and Verification Plan" (M&V Plan) is defined as the plan providing details on how the Guaranteed Energy Savings will be verified.
"Operational Costs" shall include the cost of operating and maintaining the Facilities, such as, but not limited to, the cost of inside and outside labor to repair and maintain the
ECMs, the cost of custodial supplies, the cost of replacement parts, the cost of deferred maintenance, the cost of lamp and ballast disposal, and the cost of new capital equipment.
"Option A" Retrofit Isolation with Key Parameter(s) Measurement is a verification approach used for ECMs in which energy use or demand of the equipment can be isolated
from that of the remainder of the Facility. Key parameters impacting the Energy Savings are measured pre- and post -installation, while some parameters may be estimated. This is
the most cost-effective method for verification of savings. Option A involves:
Identifying key parameters to be measured; and
Parameters that are not impacted by the ECM have been determined and;
Operational Verification, which includes confirming_
o The equipment and/or systems that were to be installed under this Agreement have been installed; and
o The installed equipment is operating and functioning in accordance with the specifications in the Agreement
o The installed equipment components or systems continue, during the term of the Agreement, to meet the specifications of the Agreement and are maintained by
CUSTOMER or VEREGY as required per the Agreement.
19
4910-1850-7076, v. 2
"Option B" Retrofit Isolation with All Parameter Measurement is a verification approach used for ECMs in which energy use or demand of the equipment can be isolated from
that of the remainder of the Facility, and the ECM has variable loads and operating hours. All parameters impacting the Energy Savings are measured pre- and post -installation.
Option B involves:
• Identifying all parameters associated with the Energy Savings; and
• Operational Verification, as outlined under Option A,
"Option C" Whole Facility is a verification approach where Energy Savings are determined by measuring post -retrofit energy use at the whole Facility or sub -Facility level and
comparing it to the measured baseline energy use. This is typically done through utility billing data. This verification approach is more often used when the ECM affects many
systems within a Facility. Adjustments are made to the Baseline Energy Use to reflect operational or external changes from the Baseline Period to the Guarantee Year. Operational
Verification is performed as identified under Option A.
"Option D" Calibrated Simulation is a verification approach where baseline energy use is determined using a calibrated simulation and is compared to a simulation of Guarantee
Year energy use. Option D can involve measurements of energy use both before and after the Retrofit for specific equipment or energy end use as needed to calibrate the simulation
program. Periodic inspections of the equipment may also be warranted. Energy consumption is calculated by developing calibrated hourly simulation models of whole -building
energy use, or equipment sub -systems in the baseline mode and in the post -installation mode and comparing the simulated annual differences for either an average year or for
conditions that correspond to the specific year during either the baseline or post -installation period. Operational Verification is performed as identified under Option A.
"Retrofit" is the work provided by VEREGY as defined by the ECMs.
"Savings" is defined as avoided, defrayed, or reallocated costs.
"Stipulated Savings" is defined as Energy Savings that have calculated and documented using industry engineering standards.
"Term" shall have the meaning as defined in Section 2 hereof.
"Total Guarantee Year Savings" is defined as the summation of Avoided Energy, Operational and Future Costs realized by Facilities in each Guarantee Year as a result of the
Retrofit provided by VEREGY as well as Excess Savings, if any, carried forward from previous years.
2. TERM AND TERMINATION
2.1 Guarantee Term. The Term of this Guarantee Period shall commence on the first (1s`) day of the month following the date of Final Project Acceptance of the Work installed
pursuant to this Agreement and shall terminate at the end of the Guarantee Period unless terminated earlier as provided for herein. The Term of this Guarantee Period is defined in
Section 1 of Attachment E.
2.2 Guarantee Termination. Should this Agreement be terminated in whole or in part for any reason prior to the end of the Term, the Guaranteed Savings for the Guarantee
Year in which such termination becomes effective shall be prorated as of the effective date of such termination, with a reasonable adjustment for seasonal fluctuations in Energy and
Operational Costs, and the Guaranteed Savings for all subsequent Guarantee Years shall be null and void.
3. SAVINGS GUARANTEE
20
4910-1850-7076, v 2
3.1 Guaranteed Savings. VEREGY guarantees to CUSTOMER that the identified Facilities will realize the total Avoided Energy, Operational, and Future Costs through the
combined value of all ECMs over the Term of the Agreement as defined in Section 1 of Attachment E. In no event shall the Savings Guarantee provided herein exceed the total
contract value for the Work under this Agreement. Notwithstanding any other provision of this Agreement requiring savings reconciliation or verification, the Total Guarantee Year
Savings in each Guarantee Year are stipulated and agreed to by both parties to this Agreement to equal the Avoided Energy, Operational, and Future Cost amounts set forth in
Attachment E, and shall be deemed realized upon the date of final Project Acceptance. The total Avoided Energy, Operational, and Future Cost and increase in billable revenues due
to the ECMs are guaranteed to cover the costs of the payments for the measures; and VEREGY will reimburse CUSTOMER for the difference between the Guaranteed Savings and
the actual Savings.
3.1.1 Additional Savings. Additional energy and/or operational cost avoidance that can be demonstrated as a result of VEREGY's efforts that result in no additional costs to
CUSTOMER beyond the costs identified in this Agreement will be included in the guaranteed savings reconciliation report for the applicable Guarantee Years(s).
3.1.2 SavinLs Prior to Final Retrofit Acceptance. All Avoided Energy and Operational Costs realized by CUSTOMER that result from activities undertaken by VEREGY prior
to Final Project Acceptance, including any utility rebates or other incentives earned as a direct result of the installed ECMs provided by VEREGY, will be applied toward the
Guaranteed Savings for the First Guarantee Year.
3.1.3 Cumulation of Savings. The Guaranteed Savings in each Guarantee Year are considered satisfied if the Total Guarantee Year Savings for such Guarantee Year equals or
exceeds the Retrofit and Support Costs for such Guarantee Year or the amount identified in Section 1 of Attachment E hereto.
3.1.4 Excess Savings. In the event that the Total Guarantee Year Savings in any Guarantee Year exceed the Guaranteed Savings required for that Guarantee Year, such Excess
Savings shall be a credit to VEREGY and any remaining Excess Savings shall be carried forward and applied against Guaranteed Savings shortfalls in any future Guarantee Year.
3.1.5 Savings Shortfalls. In the event that the Total Guarantee Year Savings in any Guarantee Year is less than the Guaranteed Savings required for that Guarantee Year, after
giving credit for any Excess Savings carried forward from previous Guarantee Years pursuant to Section 3.1.4. VEREGY shall, upon receipt of written demand from CUSTOMER,
compensate CUSTOMER the amount of any such shortfall, limited by the value of the guarantee, within thirty (30) days. Resulting compensation shall be VEREGY's sole liability
for any short fall in the Guaranteed Savings. VEREGY shall, at no cost to CUSTOMER, have the option to make additional improvements or changes to the work to avoid future
shortfalls.
3.2 Savings Reconciliation Documentation. VEREGY will provide CUSTOMER with a Guaranteed Savings Reconciliation Report after the first Guarantee Year and beyond
as determined in this Agreement, if applicable. CUSTOMER will assist VEREGY in generating the Guaranteed Savings Reconciliation Report by providing VEREGY with copies
of all bills pertaining to Energy Costs within two (2) weeks following CUSTO'ER's receipt thereof, together with access to relevant records relating to such Energy Costs.
CUSTOMER will also assist VEREGY by permitting access to any maintenance records, drawings, or other data deemed necessary by VEREGY to generate the said report. Data
and calculations utilized by VEREGY in the preparation of its Guaranteed Savings Reconciliation Report will be made available to CUSTOMER along with such explanations and
clarifications as CUSTOMER may reasonably request.
3.2.1 Acceptance of Guarantee Reconciliation. At the end of each Guarantee Year CUSTOMER will have forty-five (45) days to review the Guaranteed Savings Reconciliation
Report and provide written notice to VEREGY of non -acceptance of the Guarantee Savings for that Guarantee Year. Failure to provide written notice within forty-five (45) days of
the receipt of the Guaranteed Savings Reconciliation Report will deem it accepted by CUSTOMER. If the annual Guaranteed Savings have been met after the first year, the Guarantee
will be deemed realized for the entire Guarantee Term.
3.2.2 Guaranteed Savings Reconciliation. Guaranteed Savings will be determined in accordance with the methodology(s), operating parameters, formulas, and constants as
described below and/or defined in Attachment E and/or additional methodologies defined by VEREGY that may be negotiated with CUSTOMER at any time.
21
4910-1850-7076, v. 2
For reconciliation of Guaranteed Savings using the method consistent with I.P.M.V.P. and/or F.E.M.P. Options A and/or B:
For each ECM, VEREGY will employ an M&V Plan which may be comprised of any or all of the following elements:
1. Pre -retrofit measurement of energy consumption or demand
2. Post -retrofit measured energy consumption or demand
3. Post -retrofit measured hours of operation
4. Post -retrofit energy and demand charges
5. Sampling plan
6. Stipulated Values
The value of the Energy Savings during each Guarantee Year will be derived from the measured data and engineering formulae included herein, and the applicable energy
charges as identified in Attachment E. In some cases, energy usage and/or demand will be calculated from measured variables that directly relate to energy consumption, demand
or cost, such as, but not limited to, measured flow, temperature, current, voltage, enthalpy or pressure.
For reconciliation of Guarantee Savings employing the method of utility bill analysis consistent with F.E.M.P. Option C:
Energy usage for the Facilities for such Guarantee Year will be summarized and compared with the adjusted Baseline Period energy usage for the Facilities through the use of
energy accounting software. The difference between the adjusted Baseline Period energy usage and the Guarantee Year energy usage will be multiplied by the applicable Energy
Rate as defined in Attachment E, to calculate the Avoided Energy Cost. A Baseline Period will be specified in Attachment E for the purpose of utility bill analysis.
For reconciliation of Guarantee Savings verification employing the method consistent with I.P.M.V.P. and/or F.E.M.P. Option D:
For each ECM, VEREGY will employ an M&V Plan which may be comprised of any or all of the following elements:
The value of the Energy Savings will be derived from a calibrated simulation of either the whole building or of sub -systems in the building to determine the difference in the
performance of the specific equipment being replaced. This method may entail as needed one-time measurements of the performance of the energy consuming systems in the
building in order to calibrate the simulation model. Energy usage for the Facilities for such Guarantee Year will be derived through the use of simulation programs.
3.3 Operational Cost Avoidance. The agreed -upon Avoided Operational Cost as described in Attachment E will be deemed realized upon execution of this Agreement and
will begin to accrue on the date of the completion and acceptance of each Retrofit improvement. These Savings are representative of information provided by CUSTOMER consisting
of either whole or partial budgeted operational costs and as such, it is hereby understood and agreed that CUSTOMER is wholly responsible for assuring that these budgeted
Operational Costs are accurate and achievable.
3.4 Baseline Period Energy Use Adjustments. Baseline Period Energy Use shall be adjusted to reflect: changes in occupied square footage; changes in energy -consuming
equipment; changes in the operation of the Facilities; changes in Energy and Operational Cost Avoidance Guarantee Practices adversely affecting energy consumption and/or
demonstrated operational changes; changes in weather between the Baseline Period and the Guarantee Year; and documented or otherwise conclusively established metering errors
for the Baseline Period and/or any Guarantee Year adversely affecting energy usage measurement.
3.4.1 Facilitv Operational Changes. Except in the case of emergencies CUSTOMER agrees it will not, without the consent of an Authorized Representative of VEREGY: make
any significant deviations from the applicable Energy and Operational Cost Avoidance Guarantee Practices; put any system or item of equipment in a permanent "on" position, if
4910-1850-7076, v. 2
the same would constitute a deviation from the applicable Energy and Operational Cost Avoidance Guarantee Practices; or assume manual control of any energy management system
or item of equipment, if the same would constitute a deviation from the applicable Energy and Operational Cost Avoidance Guarantee Practices.
3.4.2 Hours and Practices. To achieve these Energy Savings, VEREGY and CUSTOMER agree upon the operating practices listed in Attachment E.
3.4.3 Activities and Events Adversely Impacting Savings. CUSTOMER shall promptly notify VEREGY of any activities known to CUSTOMER which adversely impact:
VEREGY's ability to realize the Guaranteed Savings and VEREGY shall be entitled to reduce its Guaranteed Savings by the amount of any such adverse impact to the extent that
such adverse impact is beyond VEREGY's reasonable control.
3.5 Guarantee Adjustment. VEREGY's Guaranteed Savings obligations under this Agreement are contingent upon: (1) CUSTOMER following the Energy and Operational
Cost Avoidance Guarantee Practices set forth herein and in Attachment E; (2) no alterations or additions being made by CUSTOMER to any of the Covered systems and Equipment
without prior notice to and Agreement by VEREGY; (3) CUSTOMER sending all current utility bills to VEREGY within two (2) weeks after receipt by CUSTOMER, if CUSTOMER
fails to provide current utility bills for a period of time in excess of six (6) months VEREGY may, at its sole discretion, deem the Guarantee Savings obligation met during that period
and any successive periods, and (4) VEREGY's ability to render services not being impaired by circumstances beyond its control. To the extent CUSTOMER defaults in or fails to
perform fully any of its obligations under this Agreement, VEREGY may, in its sole discretion, adjust its Guaranteed Savings obligation; provided, however, that no adjustment
hereunder shall be effective unless VEREGY has first provided CUSTOMER with written notice of CUSTO'ER's default(s) or failure(s) to perform and CUSTOMER has failed to
cure its default(s) to perform within forty-five (45) days after the date of such notice.
3.5.1 Guarantee Weather Adjustment. Where applicable, VEREGY may, in its sole discretion, adjust the Guaranteed Savings obligation to correct for any energy production
and/or system performance that has been negatively impacted as a result of weather including, but not limited to, Global Horizontal Irradiance and Insolation (GHI), Direct Normal
Irradiance and Insolation (DNI), Diffuse Horizontal Irradiance and Insolation (DHI), temperature, Cooling Degree Day (CDD), Heating Degree Day (HDD), humidity, wind speed,
etc.
23
4910-1850-7076, v. 2
ATTACHMENT E
SCHEDULE OF SAVINGS
1. Savings SummarN
The total Avoided Energy, Operational and Related Capital Expenditure Costs over the Term of the Agreement are $2,230,333.00 as defined by the following:
• Annual Avoided Energy Costs are not less than $69,667.00 as listed in 3.
The Term of this Agreement is for 11 years from the first (1st) day of the month following the date of Final Project Acceptance of the Work.
2. Energy Rates and Costs
2.1 Enerey Rates. Actual Energy Rates are determined by reviewing current Energy Costs per unit of energy. Historically, Energy Costs have increased an average of 3% per
year for CUSTOMER. VEREGY may escalate rates at an average of [3]% annually or use the actual rates, whichever is greater, to determine total Avoided Energy Costs over the
Term of this Agreement. The rates used for this Agreement are detailed in the table below.
24
4910-1850-7076, v. 2
Project Cost
S 2.248,297.D0
20Year MalntCost
$ 408,183.00
Total costs ror 20Years
$ 2.656,480.00
Anticipated Payoff in
Year S
Estimated Escalation
3%
Estimated Year 1 Degradation
2%
Estimated DeRradatlon
0.50%
Tatat.Year 1 Projected kWh Productions 670,072
Guarantee % 9".
Total Year i Guaronteod kWh Production = 603,066
PyGil
0
Village
AnnuatSolar
Produced JkWhI
670.072
of !
Escalation Solar
1111kWh)
0,103000 $
Savings
III
69.017.42
AnnualSamings
S 69,017.42
Accu4niotated
S 69,017.42
IL ABP SREC
PloCeds IS)
$ 40,365.00
(IRA) and Smart Total
Animal
9 132,300.00
Guaranteed
Anticipated
Savlap M
AcGumuiated
Savimp ($I
S 11,274,6&'s.401
Accumulated
$.1vtnR%J$J
3 !1,201,565 '•b
1
$56,671
0-imblin S
69,666.16
S 69,666.78
$ 130. Betio
$ 69,313.00
8
$09.6W.00
S 1$8,92D.00
S 297,603.60
2
653,387
G.109273 $
71,397.3B
S 71.39738
S 210,080.96
$ 69.313A0
S 629,497.00
$750,672,00
$ 1,44%282.00
S 1,659,462.98
3
650120
0.112551 S
73,171.61
S 73.271.61
$ 283,252.59
$ 69,313.00
S
$223.713.00
S 193,026.00
S 476.27&69
60,870
0,115927 S
74,989.92
S 74,989,92
$ 358.242.61
$ 69.313.00
S
$126,47.5.00
S 196,788.00
S 554,030,51
5
643,635
GM9406 S
76,80.42
S 76,853.42
$ 435,095.94
$ 89,30.00
3
$129.387.00
$ 198.680.00
3 633.775.94
6
640,417
0,122967 S
76.70.23
S 7$,78323
$ $13,859.17
$ 69,313.00 5
$132.394.00
S 201.707.00
S 71$,566.17
7
637a15
0.1266771 S
80,720.50
S 80,720.50
1 $ 594.579.66
$
S
$135,563.00
$ 135.563,00
S 730,142,66
8
634 029
0.13D4771 S
82.72ti.40
S 82 726.40
$ 677 306.07
$
S
!4,11567.00
1. 69,567.00
5 746.873.07
9
630,859
0,134392 S
B4,782,15
S 84,711215
$ 762.088.22
$
S
$73,038.00
S 73.03&00
S 835,126,22
10
627,705
0.138423 S
86 888.99 3
86,8118.99
3 818 977.21
$
$
S766671.00
$ 76,671.00
S 925.648.21
11
$24,566
0,142576 S
89Ad8.18
S 69,04818
$ 938,02S•39
$
1
$86.472.011
9 80.472.00
S 1,01&4W,39
12
621,413
0.14S853 $
91,261,03
S 91.261.03
$ 1.029.286.42
S
S
$84,449.00
$ 84,449.00
$ 1,113,735.42
13
618.336
0.151259 S
93.528.86
S 03,528.86
$ 1,122815,28
$
S
$88.610.00
$ 88.610.00
S 1,211„42&28
14
515,244
D,155797 S
95,853.06
S 95,953 05
$ 1,218.668.34
$
S
$921963.00
$ 92,963.00
S 1,311;631.34
16
612,1G8
0.160471 $
98,235.01
S 98,236.01
S 1,31G,903.34
$ 38,695.00
S
$134,212.00
$ 170,907.90
S 1.487,810.34
16
W%107
0.165785 $ 100,676,14
S 100,676,14
S 1,417,579.49
$
S
5102,279.00
S 107,719.D0
S 1.519,068,49
17
GD6;082
G.1702431 S 103,177,95
S 103,177.96
$ 1,520,757.43
$
S
$107,259.00
$ 107,259.00
S 1,626,016.43
18
6D3031
S8,
0.1753ElS
7.
$112,468.00
$ 112,468.D0
$ 1.738.967.35
19
600,016
11
D19103369.61
S 108.35961
S 1,734,868.96
$
S
$117.914.00
$ 117,914,00
S 1,852,782.96
20
�97. nUi
G.1860291 3 111,062.59
S 111,062.59
$ 1,845,931.63
S
S
$123,609.00
$ 123.W.00
S 1,969,540.55
Energy Rates
2.2 Baseline Period Ener(,1 Use and Costs. The Baseline Period is defined as [January 2021] to [May 2023]. The Baseline Period Energy Use and Costs for the Facilities are:
25
4910-1850-7076, v. 2
StartDate
EndDate
AccountNum
MeterNum
kWh
12120/2021
1/24/2022
7290727-10
230130545
260,941
1/24/2022
2/22/2022
7290727-10
230130545
194,276
2f22/2022
3/23/2022
7290727-10
230130545
200,278
3/23/2022
4/21/2022
7290727-10
230130545
235,348
4/21/2022
5/20/2022
7290727-10
230130545
250,455
5/20/2022
6/21/2022
7290727-10
230130545
265,263
6/21/2022
7/21/2022
7290727-10
230130545
256,064
7/21/2022
8.119/2022
7290727-10
230/30545
233,168
8/19/2022
9/20/2022
7290727-10
230130545
216,817
9/20/2022
10/19/2022
7290727-10
230130545
1 237,453
10/19/2022
11117/2022
7290727-10
2301305e4
111b,21S
11/17/2022
12/20/2022
7290727-10
230130W
212,608
12/20/2022
1/23/2023
7290727-10
230130545
223,171
1/23/2023
2/21/2023
7290727-10
230130545
193.940
2/21/2023
3122/2023
7290727-10
230130545
216,707
3/22/2023
4/20/2023
7290727-10
1 230130545
218,422
4./20/2023
5/23/2023
7290727-10
1 230130545
3. Guaranteed Savings
VEREGY guarantees to CUSTOMER that the identified Facilities will realize the total Guaranteed Savings through the combined value of all ECMs over the Term of the Agreement.
The total Guaranteed Savings in each Guarantee Year is verified as specified in this Agreement, and this verification method is agreed to by VEREGY and CUSTOMER. Avoided
26
4910-1850-7076, v. 2
Operational and Future Costs as given below are calculated values based on industry standard information and information provided by CUSTOMER and are agreed to values. No
verification of Operational and Future Cost Savings is performed.
27
4910-1850-7076, v. 2
4. Reporting. VEREGY will provide CUSTOMER with a Guaranteed Savings Reconciliation Report(s) according to the
schedule below. CUSTOMER will assist VEREGY in generating the savings reconciliation report by providing VEREGY with
all information requested as identified in Section 3.2 of Attachment D. Data and calculations utilized by VEREGY in the
preparation of its Guaranteed Savings Reconciliation Report will be made available to CUSTOMER along with such explanations
and clarifications as CUSTOMER may reasonably request.
Guaranteed Savings Reconciliation Report Schedule
Report Delivered
Savings Represented
Report 1
90 days following end of
Year 1 Savings
Guarantee Year
Subsequent Reporting
90 days following end of
Subsequent Year Savings
Years
Guarantee Year
The fees associated with the Guaranteed Savings Reconciliation Report are given in Attachment C.
Savings Measurement & Verification Plan
VEREGY will verify the savings using the methodologies given in the table below. Calculation" means the savings have been
calculated and agreed to by CUSTOMER and VEREGY. "Measurement" requires measurements to determine the actual retrofit
performance. In the "Measurement" cases, the measured parameters, time of measurement and quantity of equipment to be
measured are identified. The actual operation of the Facility is the responsibility of CUSTOMER. This includes properly
maintaining the equipment, the future hours of operation based on a change in mission, or capacity and variations in weather or
unit energy costs.
After review of the measurement and verification protocol options, CUSTOMER and VEREGY have agreed that measurements
noted in this attachment meet CUSTOMER'S needs for verification of Energy Savings.
Measurement and Verification Methodology for Energy Conservation Measures
ECM
IPMVP
Measurement and Verification Procedures
Method
Measured
Measurement
Facilitv
#
ECM Description
Option
Parameter
Interval
Deerfield
1
Solar Installation
B
Measurement
Electricity
On -going
WWTP
production in
throughout
kWh
Guarantee
Solar Savings:
Solar Savings are calculated using the Helioscope Solar Design software system. Information on the inputs and outputs
from this are given in Attachment A.
Solar savings are verified by collecting the data from the system investment grade meters installed as part of the project.
ATTACHMENT F
FINAL DELIVERY AND ACCEPTANCE CERTIFICATE
Project Name
Agreement Effective Date:
Scope -of -Work (SOW) Item/Energy Conservation Measure (ECM):
To: VEREGY
Reference is made to the above listed Agreement between the undersigned and VEREGY and to the Scope of
Work as defined in Attachment A herein. In connection therewith, we confirm to you the following:
The Scope of Work (SOW) Item/ Energy Conservation Measure (ECM) referenced above and also listed in
Attachment A of the Agreement has been demonstrated to the satisfaction of the Owner's Representative as
being complete, including all punch list items generated during the Project Acceptance Procedure.
2. All of the Work has been delivered to and received by the undersigned and that said Work has been
examined and /or tested and is in good operating order and condition and is in all respects satisfactory to the
undersigned and as represented, and that said Work has been accepted by the undersigned and complies with
all terms of the Agreement. Consequently, you are hereby authorized to invoice for the Final Payment, as
defined in Attachment C, The Payment Schedule.
Owner Name: VILLAGE OF DEERFIELD
M
(Authorized Signature)
(Printed Name and Title)
(Date)
12
4910-1850-7076, v. 2
ATTACHMENT G
FORM ALLOCATION OF SECTION 179D DEDUCTION
ADDRESS OF GOVERNMENT -OWNED BUILDING:
Project Name:
Project Street:
Project City, State & Zip Code:
AUTHORIZED REPRESENTATIVE OF THE OWNER OF THE GOVERNMENT -OWNED
BUILDING:
Owner Name:
Representative Name:
Representative Title:
Representative Street Address:
Representative City, State & Zip:
Representative Phone Number:
AUTHORIZED REPRESENTATIVE OF DESIGNER RECEIVING THE ALLOCATION OF THE
SECTION 179D DEDUCTION:
Designer Name:
Representative Name:
Representative Title:
Representative Street Address:
Representative City, State & Zip:
Representative Phone Number:
PROJECT COST:
DATE PROJECT PLACED IN SERVICE:
AMOUNT OF SECTION 179D DEDUCTION ALLOCATED TO THE DESIGNER:
Building Envelope:
Lighting System:
HVAC System:
TOTAL:
Under penalties of perjury, I declare that I have examined this allocation, including accompanying documents, and to the best of my
knowledge and belief, the facts presented in support of this allocation are true, correct and complete.
AUTHORIZED REPRESENTATIVE OF
OWNER OF GOVERNMENT -OWNED BUILDING:
By: _
Dated:
13
AUTHORIZED REPRESENTATIVE OF
DESIGNER:
By: _
Dated:
4910-1850-7076, v. 2
ATTACHMENT H: SOLAR O&M SERVICES
AGREEMENT TO PROVIDE
Solar Operation and Maintenance (O&M) Services ("Agreement")
For
CUSTOMER
CUSTOMER ADDRESS
Solar Array Specifications:
One kW DC solar array interconnected with the electric service
One kW DC solar array interconnected with the electric service
14
4910-1850-7076, v. 2
PURPOSE OF AGREEMENT
Veregy, LLC ("Operator") is pleased to offer our assistance to CUSTOMER ("Customer"). This agreement outlines
the Solar Operation and Maintenance O&M services being provided by Operator for the Customer. The system and
sites are as listed in ATTACHMENT A "Scope of Work"
1. INSPECTION SERVICES
Complete inspection, system maintenance, and recommissioning services at the end of each Guarantee Year of this
Agreement term as detailed below. Reporting of inspection findings, required repairs, and repair recommendations,
including estimated costs for each maintenance visit. As part of Operator's system maintenance, the following
services ("Basic Services") will be completed and reported to the Customer within 30 days after each Guarantee Year.
a) Visual Inspection
1. Visually inspect structures, arrays, and enclosures for excessive wear, damage, defects,
rust/corrosion, water or rodent intrusion, etc.
2. Verify new and/or existing shade concerns for the photovoltaic array.
3. Verify module cleanliness and/or soiling issues; perform washing if requested by Customer (at an
additional cost).
4. Verify that all signage and placards are firmly attached and legible.
5. Verify condition of all wall & pad mounted switchgear, meters and inverters for corrosion and
security of attachment to wall/structure/pad, etc. Note any new access issues.
6. Verify condition of ac and do disconnect(s).
7. Confirm that the system is online and that the output is at the expected level.
8. Confirm that the monitoring system is in service and functioning properly.
b) Photo Documentation
1. Take digital photos of all major system components.
2. Document existing condition soiling of solar modules.
3. Submit digital images along with checklist and other documentation following visit.
c) Array — Structure & Modules
1. Complete inspection of array.
2. Inspect and tighten structure ground bonding straps/fasteners.
3. Verify secure module attachment by random torque testing or visual test.
4. Verify condition of racking hardware connections, splices, etc. Sample torqued racking hardware to
verify minimum hand -tight.
5. Verify condition of inter -module array wiring for aging and corrosion.
6. Inspect visible random sampling of wiring connections.
7. Inspect visible conduit system.
d) Electrical Connection — Inverters & Combiner Box
1. Verify condition of inverters.
2. Note condition of all circuit boards and electrical components.
3. Check Voc & Isc of all strings (if required).
4. Verify that all manufacturer updates and service bulletins have been performed.
5. Coordinate inverter manufacturer service, if necessary.
6. Perform electrical connection torque tests.
7. Inspect and clean heatsink, if applicable.
8. Inspect and clean inverter exhaust fan and vents (if applicable).
9. Inspect and tighten connectors and lugs (inverter, transformer, disconnects).
10. Oil and lubricate disconnects.
15
4910-1850-7076, v. 2
l 1. Check all fuses for cleared fuse and replace any cleared fuses.
12. Verify condition of wire transition junction boxes for weatherproofing, corrosion, and security of
internal wiring connections.
13. Verify condition of all DC and AC conduits and connections.
14. Verify interior and exterior condition of DC combiner box(es).
e) Data Acquisition System ("DAS")
1. Clean all instrumentation and sensors and lubricate moving parts (if applicable). Inspect and tighten
connections.
2. Check input signals.
3. Confirm that pyranometer/sensor is aligned with the plane of the PV array (if applicable).
4. Log kWh readings from Inverters to meters, and compare data in a 24-hour increment to monitoring
system to verify proper calibration of meters and monitoring system (if applicable).
5. Check calibration of the weather station instruments, as necessary (if applicable).
2. OPERATOR'S MONITORING SERVICES
a) Through the DAS software platform, System alarms, operating data and performance parameters can be
viewed in real time, recorded, and archived to support a System. On a daily basis Operator shall monitor and
react to any DAS generated notifications or alarms. The alarms generated by the DAS are classified by their
urgency as a High Priority Alarm, Alarm or Low Priority Alarm. Operator will react to any performance
issues or System faults within 72 hours upon detection and provide a recommended course of action to the
Customer (if required). Customer will have fourteen (14) days to respond to the Operator as to whether to
proceed with the recommended course of action.
b) Through the DAS, Operator shall review overall production and operating conditions of each project on a
weekly basis. As a general rule, Low Priority Alarms do not represent conditions that are either damaging to
a system or that significantly reduces system output. As such, Operator shall use information gathered during
weekly monitoring of a system in conjunction with the monitoring of Low Priority items to decide when
corrective measures must be instituted to assure that the DAS is fully functional and a system's electrical
output does not drop below the expected output (as modeled in the DAS and in accordance with the Schedule
of Savings). When such conditions of continuously low electrical output occur, Operator shall follow through
with corrective measures in the same format used when responding to a High Priority Alarm.
c) High Priority Alarms represent conditions that are either causing damage to a system or that are significantly
reducing the electrical output of a system. Upon the occurrence of a High Priority Alarm, the DAS generates
an Event Notification that is automatically delivered to Operator via email.
d) Upon receiving an Event Notification, Operator shall initiate the Work Order process. Operator shall travel
to and from the Site as necessary in response to High Priority Alarms and the resulting Event Notification,
shall investigate the cause of such alarm, and promptly develop a Corrective Action Plan to affect system
repair and communicate to the Customer as necessary. In the event that a System repair is the subject of an
equipment or manufacturer warranty, Operator shall provide system repairs through the equipment
manufacturer pursuant to the requirements of Section 3 "Equipment Warranty Maintenance and
Enforcement". In the event that system repair requirements are not the subject of an equipment or
manufacturer warranty or system warranty, Operator shall provide to Customer a Corrective Action Plan
which includes Operator's cost estimate and schedule to perform the necessary repairs as Additional Services.
e) To help ensure that system performance is maintained at the highest possible level, Operator shall, at a
minimum, provide 24/7 monitoring for High Priority Alarms and provide complete monitoring services on
the DAS, and Customer shall provide access to a point of contact at the Site during business hours. Whenever
possible, major System work (events where System needs to be shut down) will occur at night in order to
16
4910-1850-7076, v. 2
reduce impacts on system availability and output.
3. EQUIPMENT WARRANTY MAINTENANCE AND ENFORCEMENT
a) Operator shall monitor, maintain, and perform all preventive maintenance as specified by system equipment
manufacturers to assure that all requirements necessary to maintain the validity of system equipment
warranties are upheld and warranties are not voided. This shall include all testing, reporting, coordination,
and communication with the manufacturer as well as submitting all required information and forms and
managing/performing the required corrective maintenance to return a System to full electrical output.
b) In the event of a system malfunction or failure which is the subject of a warranty claim, Operator, on behalf
of Customer, shall take all actions necessary to submit and enforce the warranty claim. It shall be Operator's
responsibility as part of the Basic Services to expedite and manage the corrective actions performed by the
manufacturer under the warranty claim.
4. SYSTEM PERFORMANCE REPORTING
a) Through the use of the DAS software platform, Operator shall provide a printout of system performance for
the last 12 months of system operation ("System Performance Report"). The system Performance Report
shall in graphical form compare the actual/measured monthly kWh output to both the forecast/expected kWh
output and the weather-adjusted/modeled kWh output. Operator shall provide a brief analysis concerning the
circumstances occurring when actual kWh output does not favorably compare with the forecast and weather -
adjusted outputs. Operator shall submit the System Performance Report to Customer within 30 business days
after each Guarantee Year following the Final Retrofit Acceptance Certificate.
5. SCOPE ASSUMPTIONS AND CLARIFICATIONS
a) This Scope of Work is based on the assumption that unfettered access to any work areas and sites will be
provided to Operator.
b) Coordination with appropriate staff for updates and information gathering as necessary.
c) Additional tasks as requested by the Customer above and beyond this scope are billable.
d) Operator will not perform Additional Services without prior authorization from the Customer.
6. SCOPE EXCLUSIONS
The following exclusions have not been estimated in the above Scope of Work:
a) Warranty, repair, and/or upgrades to the control and mechanical or electrical systems and system components
installed at Customer Sites.
b) Overtime labor.
c) Unscheduled maintenance and/or repairs and vegetation control are excluded. Cost per truck roll will be
invoiced at time and materials (T&M) rate listed in the "Hourly Rate Schedule" and dispatched per
Customer's request.
d) System wash is excluded. Cost per system wash is estimated and listed in the "Hourly Rate Schedule",
however Operator will provide a formal quote prior to it being scheduled at Customer's request.
17
4910-1850-7076, v. 2
e) Repairs of damage caused by anything outside of Operators control (e.g., vandalism, extreme weather events,
Acts of God, etc.)
f) Any and all other items not specified in this scope.
7. INSURANCE
a) At all times relevant to this Agreement, Operator shall maintain (and shall cause its independent
subcontractors to maintain), with a company or companies licensed or qualified to do business in the state in
which the Site is located and rated A / VIII or above by A.M. Best, the following insurance coverage:
1. Workers' compensation insurance in compliance with appropriate federal and state laws of the state
in which the Site is located, and employer's liability insurance with a limit of not less than $1,000,000
per accident or disease for each employee;
2. Commercial general liability insurance, occurrence form, including, but not limited to, contractual
coverage for all of the provisions or this Agreement, with limits of not less than $2,000,000 per
occurrence and in the aggregate, $2,000,000 products and completed operations aggregate; and
$1,000,000 personal injury and advertising injury per offense;
3. Automobile liability insurance, including vehicles owned, hired and non -owned, with a combined
single limit of not less than $1,000,000 per accident;
4. Excess liability insurance, umbrella form, shall carry coverage in excess of the limits provided for in
the above policies (except workers compensation and employers liability insurance), with a limit of
not less than $5,000,000.
8. SERVICES TERM SUMMARY:
a) Services will be implemented for a term of: 11 YEAR]
b) The Service shall start at the beginning of the First Guarantee Year. The Annual Service Fee is
Dollars ($ ).
c) The annual Service Fee shall start on the first day of the first Guarantee Year. The annual Service Fee will be
invoiced at the beginning of each Guarantee Year, and all payments under this agreement will be due and
payable within thirty (30) calendar days from date of invoice (i.e. Net 30). The O&M Services Agreement
will automatically renew each year with a 2.5% escalation.
18
4910-1850-7076, v. 2
HOURLYRATE SCHEDULE
---------------------
Maintenance Services Hourly Rates
. Lead Technician
. [$140.00]
----------------------------
Technician
---------
: [$125,00J
---------------------
Drive
. [$80.001
----------------------------
Professional and Technical Services
--------------------_
_
----------------------------=---------------------
Project Manager/Engineer
------------------------------------------------_
[$145.00]
Technical /Data Services /Networking
= [$125.00] _
----------------------------:----
Project Assistant
[$120.00]
-----------------------------------------------
Fleet Services
:------------------
Fleet Charge — 2+ hours of drive
------------------------------------------------
. [$75.00]
Delivery Charge $1.25 /Mile
[$1.25 /Mile]
---------------
Fuel Surcharge
------
[$15.00]
------------------------------------------------
Materials
_
------------------------------------------------
Actual Price + 20% + Delivery
20% + Delivery
-----------------------------------------------
Tool Rental Actual Price +20%
: 20% _
:---- ----------------o------------------
Consumables / Tools
------------------------------------------------
5% of Labor Rate
Other Costs
1. Cost per truck roll will be invoiced at time and materials (T&M) rate listed above and dispatched per Customer's
request.
2. Daily/Saturday Overtime will be billed at 1.5 times the hourly rates. Sunday/Holiday Overtime will be billed at 2 times
the rates.
3. Mileage will be billed at the published IRS mileage rates in effect.
4. Travel time to and from Customer sites will be billed at hourly rates shown above.
5. Additional Charges such as fuel surcharge, materials, consumable items may be added.
6. Federal published per diem rates (GSA) will apply if applicable.
7. Lodging cost will be actual plus 10% administration fee.
8. Subcontractors will be billed at invoice price plus 20%.
9. These Rates are subject to change.
19
4910-1850-7076, v. 2
ATTACHMENT I: SOLAR M&V SERVICES
Veregy, LLC
16647 Chesterfield Grove Rd, Suite 200
Chesterfield, MO 63005
CUSTOMER
CUSTOMER ADDRESS
Guaranteed Energy Savings Project
MEASUREMENT AND VERIFICATION SERVICES
1.0 Scone of Services
1.1 Inclusions
Veregy ("Operator") shall perform each of the services listed below in this Attachment I:
1.1.1 As it pertains to energy production projects, regular calculations of system performance via energy production
data and weather adjustments.
1.1.2 As it pertains to energy production projects, dispatching of service as related to system performance calculations
as described in section 1.1.1 of Attachment K.
1.1.3 Energy and dollar savings calculations as pertains to and described in Attachment E "Schedule of Savings" at
the end of each Guarantee Year.
1.1.5 Customer may request of Operator preliminary energy and dollar savings reports before the conclusion of a
Guarantee Year one (1) time per Guarantee Year; each additional request may be subject to a $350 charge.
1.2 Exclusions
Operator is not expected to perform each of the services listed below in this Attachment K:
1.2.1 Attend or present at any meetings involving the general public, including, but not limited to, board meetings,
etc.
2.0 Payment and Terms of Service
2.1 Fee of Service
The annual Measurement and Verification Service Fee is outlined in the schedule below
2.2 Payment
The annual Measurement and Verification Service Fee shall start on the first day of the fourth Guarantee Year. The
annual Measurement and Verification Service Fee will be invoiced at the beginning of each Guarantee Year, and all
payments under this agreement will be due and payable within thirty (30) calendar days from date of invoice (i.e. Net
30).
2.3 Cancellation of Service
Measurement and Verification Service may be cancelled at any time at the sole discretion of Customer. Upon written
notice by Customer as to the cancellation of Measurement and Verification Service, the current Guarantee Year and
all subsequent Guarantee Years shall be deemed STIPULATED and FULFILLED entirely by Operator. A formal
letter from Operator will be sent to Customer detailing the change from a measured to a stipulated guarantee.
2.4 List of Utility (Accounts/Meters)
20
4910-1850-7076, v. 2
21
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