HomeMy WebLinkAbout2461 - Snohomish County PUD - Agreement - Strategic Energy Management Agreement (3)STRATEGIC ENERGY MANAGEMENT (SEM) FUNDING AGREEMENT
PUBLIC UTILITY DISTRICT NO. 1 OF SNOHOMISH COUNTY
and
City of Marysville Water
CW2245300 SEM Marysville Clean Water Cohort
This Strategic Energy Management ("SEM ") Funding Agreement ("Agreement") is executed by and between Public
Utility District No. 1 of Snohomish County (UTILITY) and the City of Marysville (END USER) for its facility at 80
Columbia Ave , Marysville, WA 98270 (Service Address). Th e UTILITY a nd END USER are also referred to herein
ind iv idu ally as "Party" and collecti vely known as t he "Parties."
WHE REAS , END USER has fac ilities in UTILITY's service a rea and purchases power from UTILITY; and
WHEREAS , UTILITY is a pub lic utility organized under the laws of the State of Washington , and se ll s
electric power to END USER that is acquired from Bonneville Power Administration (BP A); and
WHEREAS , BPA provides fu nds to UTILITY to pass through to END U SER as the END USER implements
energy sav in g measures and completes related acti vities under the BPA SE M program at END USER's facility ; and
WHEREAS , BPA has designated a CWEC Provider (currently Energy Smart Industrial) to work with END
USER to identify and implement actions to achieve energy efficiency and potential energy savings and to document
energy savings achieved , changes implemented , and if app licab le , implementat ion costs ; and
WHER EAS , The Parties agree to enter into a two-year BPA SEM Program engagement, herby referred to
as Clean Water Energy Coaching (CWEC), which emphasizes participation in CWEC trai nin g sessions and
implementation of low-cost energy efficiency measures.
NOW, THEREFORE , the PARTIES hereby agree to the following :
1. Th is Agreement is effective upon execution and w ill continue unti l the PARTIES' obligations have been
met. If this Agreeme nt has not been exec uted (s igned) by END USER and returned to the UTILITY withi n
30 calendar days of be ing executed by UTILI TY , the terms of this Agreement shall be null and void .
2. END USER shall designate a CWEC "Executive Sponsor" to provide management support for the
implementation of this project by completin g Ex hibit 1 of the Agreement.
3. END USER sha ll designate a CWEC "Energ y Champion" to (a) attend training workshops ; (b) coordinate
END USER's implementation activities ; (c) serve as the primary contact for the CWEC Providers (Energy
Smart Industrial Technical Service Providers, Energy Smart Ind ustrial Program staff); (d) impleme nt
suitable SEM action items; and (e) track implementation dates and if necessary, assoc iated costs by
completing Exhibit 1 of the agreement.
4. If agreed t o by END USER and UTILITY , th e Energy Champio n w ill oversee the design and install ation of
a Pe rforma nce Tracking System (PTS), capab le of measuring and tracking energy co nsumption and energy
savings performance. The Energ y Cha mpion will track installation costs and provide the data requ ired to
complete the PTS Verification Report .
5. END USER agrees to provide BPA , BPA's designated CWEC Provider, and UTILITY with the information
necessary to establish and maintain a baseli ne energ y model (Mon itoring , Targeting , and Reporting [MT&R]
model ). The MT&R model will define the pre-engagement basel ine and measure the energy savings
associated with the implementation of END USER's CWEC program. Necessary in formation includes
e lectric energy consum ption and plant loading data , and may also include natural gas consumption and
any other re levant data that would impact electrica l energy use.
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6. CWEC Training Workshops -END USER shall assign two to four employees involved in the operation
and/or maintenance of END USER's water treatment plant to attend seven CWEC training workshops (Five
in Year 1 and Two in Year 2). Each CWEC Workshop will be five to eight hours in duration.
7. CWEC Site Visits -END USER shall schedule one to four (1-4) technical support site by CWEC provider.
The site visits shall occur at the END USER's plant and are intended to provide END USERs with support
to identify and implement energy efficiency Action Items. Regular remote technical support will be provided
in-between site visits.
8. Action Item Implementation -END USER shall work with CWEC Provider to implement energy efficiency
Action Items at END USER's site between training workshops. END USER shall maintain records of the
cost to implement Action Items approved by CWEC provider.
9. The CWEC Provider will work with END USER to compile two annual CWEC Completion Reports (one for
each year) that document energy savings achieved, changes implemented, and if applicable,
implementation costs. UTILITY will subsequently report energy savings in the BPA reporting system (IS2.0
or its successor). Energy savings will be verified based on the latest revision of BPA's MT&R Guidelines
document and will not include savings from any projects that have received or will receive funding from
other BPA or UTILITY programs. Reported energy savings and any associated costs must be approved
by BPA in order to qualify for incentives.
10. CONFIDENTIALITY
a. CONFIDENTIALITY OBLIGATIONS
The Parties will comply with the Washington Public Records Act, RCW Chapter 42.56, and other
applicable law, in holding and disseminating confidential information.
b. DISCLOSURES REQUIRED BY LAW
Nothing in this Agreement shall be construed to prohibit or limit any of the Parties to this Agreement
from disclosures required or requested under applicable law, regulations, rules or procedures of any
governmental authority including, without limitation, any regulatory agency or court of competent
jurisdiction. Each Party shall promptly notify the other Party upon receipt of a request for disclosure of
confidential information, so that such other Party may, at its own cost and expense, seek a protective
order or other appropriate remedy. Under no circumstances whatsoever will a Party other than the
Party which has designated the requested information as confidential have any obligation whatsoever
to initiate, defend against, or otherwise participate in or in connection with any inquiry, investigation,
action, claim, suit, arbitration, or proceeding relating to the release of any such confidential information.
Nothing herein shall be construed as prohibiting any Party from using confidential information in
connection with (i) any claim against the other Party to this Agreement in a dispute arising under or
related to this Agreement or (ii) any third party claims for which any Party is seeking indemnification
from the other Party to this Agreement. No Party to this Agreement shall have any liability whatsoever
to the other Party for the disclosure or copying of designated confidential information where, in the
opinion of legal counsel for the disclosing Party, the disclosing Party is compelled to permit such
disclosure or copying or else risk civil or criminal liability or penalty.
11. END USER assumes the risk of any loss or damage that END USER may incur in connection with
participation in CWEC. Energy savings and facility improvements are not guaranteed. In no event will
UTILITY, BPA, or their representatives be liable for more than the amount of any incentives based on the
energy saving calculations associated with this Agreement.
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12. UTILITY must give END USER all reimbursements received from BPA for the CWEC Program as they
pertain to END USER. Funding levels and amounts are set according to BPA's Energy Efficiency
Implementation Manual and are described in attached and incorporated Table 1. UTILITY shall pay END
USER no later than thirty (30) days after receipt of funds from BPA. UTILITY is never obligated to pay
monies to END USER in an amount greater than the amount received from BPA, and END USER is not
obligated to return any money already received.
13. NO WARRANTIES AND HOLD HARMLESS: END USER acknowledges that no warranties, implied or
expressed, are created under this Agreement; and, that END USER waives any claim, cause of action or
breach of warranty claim which may arise under this Agreement. The Parties stipulate this waiver is made
upon mutual assent, and is knowingly and intelligently made.
14. INDEMNIFICATION AND HOLD HARMLESS
a. UTILITY'S INDEMNIFICATION OF END USER.
Except as otherwise provided in this Agreement, the UTILITY shall indemnify, defend and hold
harmless the END USER, its officers, officials, employees and agents, from and against all claims,
actions, suits, liability, loss, expenses, damages and judgments of any nature whatsoever, including
costs and reasonable attorneys' fees in defense thereof, for injury, sickness, liability or death to persons
or damage to property or business, caused by or arising out of negligent or intentional acts, errors or
omissions of the UTILITY, its officers, officials, employees and/or agents in the performance of this
Agreement; provided, that in the event of the concurrent negligence of the Parties, the UTILITY'S
obligations hereunder shall apply only to the percentage of fault attributable to the UTILITY, its officers,
officials, employees and/or agents.
b. END USER'S INDEMNIFICATION OF UTILITY
Except as otherwise provided in this Agreement, the END USER shall indemnify, defend and hold
harmless the UTILITY, its officers, appointed and elected officials, employees and agents, from and
against all claims, actions, suits, liability, loss, expenses, damages and judgments of any nature
whatsoever, including costs and reasonable attorneys' fees in defense thereof, for injury, sickness,
liability or death to persons or damage to property or business, caused by or arising out of negligent or
intentional acts, errors or omissions of the END USER, its officers, officials, employees and/or agents
in the performance of this Agreement; provided, that in the event of the concurrent negligence of the
Parties, the END USER's obligations hereunder shall apply only to the percentage of fault attributable
to the END USER, its officers, officials, employees and/or agents.
c. WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE ACT
The indemnification provisions of this Section are specifically intended to constitute a waiver of each
Party's immunity under Washington's Industrial Insurance Act, Title 51 RCW, as with respect to the
other Party only, and only to the extent necessary to provide the indemnified Party with a full and
complete indemnity of claims made by the indemnitor's employees. The Parties acknowledge that
these provisions were specifically negotiated and agreed upon by them.
d. NO RIGHT TO INDEMNIFICATION FOR ANY THIRD PARTY
Nothing contained in this section of this Agreement shall be construed to create a liability or a right of
indemnification in any third party.
e. SURVIVIAL OF INDEMNIFICATION OBLIGATIONS
The provisions of this section shall survive the expiration or termination of this Agreement with respect
to any event occurring prior to such expiration or termination.
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15. MISCELLANEOUS
a. INTEGRATION CLAUSE
This Agreement sets forth the entire agreement of the Parties and supersedes any and all prior
agreements with respect to the subject matter or this Agreement. The rights and obligations of the
Parties hereunder shall be subject to and governed by this Agreement. The headings used herein are
for convenience of reference only and shall affect the meaning or interpretation of the Agreement.
b. TERMINATION OF AGREEMENT
Either Party may terminate this Agreement at any time for any or no reason with thirty (30) calendar
days' written notice to the other Party.
c. NON-DISCRIMINATION
i. During the performance of this Agreement, END USER shall not discriminate in violation of any
applicable federal, state and/or local law or regulation on the basis of race, color, sex, sexual
orientation, religion, national origin, creed, marital status, political affiliation, and/or the presence of
any sensory, mental or physical handicap. This provision shall include but not be limited to the
following: employment, upgrading, demotion, transfer, recruitment, advertising, layoff or
termination, rates of pay or other forms of compensation, selection for training, and the provision
of services under this Agreement. In addition, the parties hereby incorporate 41. C.F.R. 60-
1.4(a)(7); 29 C.F.R. Part 471, Appendix A to Subpart A; 41 C.F.R. 60-300.5(a)11; and 41 C.F.R.
60-741.5(a)6; if applicable.
ii. END USER and any subcontractors shall abide by the requirements of 41 C.F.R. 60-300.S(a)
and 41 C.F.R. 741.S(a). These regulations prohibit discrimination against qualified protected
veterans, and qualified individuals on the basis of disability, respectively, and require
affirmative action by covered prime contractors and subcontractors to employ and advance
in employment qualified protected veterans and qualified individuals with disabilities,
respectively.
d. NO THIRD PARTY BENEFICIARIES
Except as expressly set forth in this Agreement, none of the provisions of this Agreement shall inure to
the benefit of or be enforceable by any third party.
e. WAIVERS
The failure of either Party to insist upon or enforce strict performance by the other Party of any provision
of this Agreement, or to exercise any right under this Agreement, shall not be construed as a waiver or
relinquishment to any extent of the first Party's right to assert or rely upon any such provision or right
in that or any other instance; rather, the same shall be and remain in full force and effect.
f. SEVERABILITY
i. If a court of competent jurisdiction holds any part, term or provision of this Agreement to be illegal
or invalid, in whole or in part, the validity of the remaining provisions shall not be affected, and the
Parties' rights and obligations shall be construed and enforced as if the Agreement did not contain the
particular provision held to be invalid.
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ii. If any provision of the Agreement is in direct conflict with any statutory provision of the State of
Washington , that provision which may conflict shall be deemed inoperative and null and void insofar as
it may confl ict , and sha ll be deemed modified to conform to such statutory provision .
g . AMENDMENT
No change , amendment or modification of any provision of this Agreement shall be valid unless set
forth in a written amendment to this Agreement signed by both Parties.
h. DEFINITIONS
Unless otherwise required by the text of this Agreement, all technical terms contain ed herein shall have
the meaning ord in arily assigned to them in the electric utility ind ustry.
i. DRAFTING OF AGREEMENT
Both Parties have participated i n the drafting of this Agreement. As such , it is agreed by the Parties
that the general contract rule of law that ambiguities in the contract language sha ll be construed against
the drafter of a contract shall have no application to any legal proceeding , arbitrat ion and/or action in
which this Agreement and its terms and cond itions are being interpreted and/or enforced .
j . GOVERN IN G LAW
This Agreement shall be governed by the laws of the State of Washington , with venue for any disputes
in Snohomish County , Washington ; provided that venue for any matter that is within the jurisdiction of
the Federal Co urt shall be in the United States District Court for the Western District of Washington at
Seattle , Washing ton . Each Party hereby irrevocably waives , to the fullest extent it may effectively do
so , the defense of an inconvenient forum to the maintenance of proceedings in such courts .
k. COUNT ERPARTS
Th is Agreemen t may be executed in two or more counte rp arts, each of which shall be deemed an
orig ina l, but all of which together shall constitute one and th e same instrument.
I. AUTHORITY TO BIND PARTIES AND ENTER INTO AGREEMENT
The undersigned represent that they have full authority to enter into this Co ntract and to bind the Parties
for and on behalf of th e legal entities set fo rth below.
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CWEC Agreement Executed by Public Utility Distri ct No. 1 of Snohomish County
S. d B Chrk La1§Jtraat ,g ne y: _____________ _
Print Name: Clark Langstraat
Title: Manager, Contra ct s & Pu rchasing
Dated : 08/31/2021
CWEC Agreement Executed by City of Marysville
Sig ned By : 9 F
Pri nt Na me: Jo n Nehri = =s
Titl e: Ci ty of Ma ry sv ille Mayor
Date d : __ q....L.Jfw.l """S :..i..l ..:::2-:....il _______ _
Exhibit 1: Designation of CWEC Project Executive Sponsor, Energy Champion, and Data Lead
I. END USER-appointed CWEC "Executive Sponsor":
Name of Executive Spon sor: Karen Latim er
Title:
Ph one :
Em ail A ddress :
Util ity M anager
(360) 36 3-8 100
klati me r@ marysvillewa .gov
II . END USER-appointed CWEC "Energy Champion ":
Nam e of En ergy C ha m pion : Rya n Keefe
T itl e : Water Ope rations an d Maintenan ce Lead
Ph o ne :
Email Ad dress :
(360) 363-8 168
RKeef e@ ma ry sv illewa .gov
Name of Energy C ham pio n : Bra d Z ahn ow
Titl e: Water Q ua lity Lead
Ph one :
Email Ad dress :
(360) 363-8 164
BZa hnow @marysvillewa .gov
Ill. END USER-appointed CWEC "Data Lead":
Name of Ene rgy C hampio n: Ki m Bryant
Title : Wat er O pe rat i on s Supervisor
Ph one :
E mai l Ad dress:
(360) 363-8163
kbryant@ marysvillewa .go v
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Addendum 1 : CWEC Program Glossary
1. Energy Champion -The person appointed by the End User to oversee the implementation and compliance
for CWEC Program requirements under this Agreement. This person will also be the End User's primary
contact.
2. Energy Smart Industrial (ESI) Program Partner The BPA contractor that administers the Energy Smart
Industrial Program in collaboration with BPA.
3. Executive Sponsor -The management-level coordinator of END USER's CWEC activities. The Executive
Sponsor's primary responsibilities involve establishing energy savings goals, assigning personnel and
monetary resources, and conducting management reviews of energy performance and team activities. The
Executive Sponsor will assign an Energy Champion and supporting staff to attend workshops and carry out
implementation activities.
4. Performance Tracking System (PTSl -This system, installed by the end user, tracks and communicates
meter-level energy consumption of whole facilities, and/or designated electro-mechanical subsystems. The
ESI Program Partner provides design guidance for the PTS, and compiles a PTS Verification Report th.it
documents the functionality and associated costs.
5. CWEC Action Items -Low-cost energy saving activities identified and recommended by the CWEC Provider
or END USER which produce cost-effective energy savings.
6. CWEC Completion Report -This report, usually prepared by the CWEC Provider and/or ESI Program
Partner, summarizes-the CWEC Program implementation activities and verified energy savings. If applicable,
the report will also include records of CWEC Action Item implementation costs and PTS maintenance costs .
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Table 1. CWEC Funding Amounts and Milestones: 2 Year Program Agreement
Pavment No. Incentive Formula Incentive Cao Milestone
1.1 Payment Calculation as Lesser of: $15,000.00 Total END USER purchases
a. Documented PTS costs; or Program PTS cap and installs BPA and
Payment #1: b. $10,000.00 UTILITY approved PTS
PTS Setup 1
(Optional)
2.1 $0.025 per kWh of actual verified $50,000.00 BPA reviews and
Payment#2: SEM electrical savings identified in the Total Program approves "Year 1" SEM
"Year 1" CWEC Completion Report• Incentive Cap for Completion Report.' (All
End Year 1
Energy Savings Plus capital energy efficiency
for Years 1 and 2 projects savings arid
Sustained combined incentives are
Savings and 2.2. PTS Maintenance Payment, for PTS Maintenance recognized under the
PTS documented Year 1 PTS costs. payment funding, UTILITY standard rebate
Maintenance subject to $15,000.00 program.)
Total Proaram PTS cap
3.1 $0.025 per kWh of actual verified $50,000.00 BPA reviews and
Payment#3: SEM electrical savings identified in the Total Program approves "Year 2" SEM
"Year 2" CWEC Completion Report• Incentive Cap for Annual Completion
Year2 Energy Savings for Report.• (All capital
Sustained Years 1 and 2 energy efficiency
Savings and combined projects savings and
PTS 3.2. PTS Maintenance Payment, for PTS Maintenance incentives are
Maintenance documented Year 2 PTS costs payment funding, recognized under the
subject to $15,000.00 UTILITY standard rebate
Total Proaram PTS cap program.)
$15,000.00 Total Program Incentive $65,000.00
Cap for Performance Tracking System Overall Incentive Cap
Overall Cap (PTS) funding and $50,000.00 Total
Program Incentive Cap for Energy
Savinas
'CWEC Completion Reports are prepared at the conclusion of each year of a two-year 'CWEC Performance Pe nod.'
The CWEC Performance Period starts:
a. No earlier than the BPA kick-off workshop (if applicable), and
b. No later than either (i) the first day of the first full monthly billing cycle following the kick-off workshop (if
applicable), or (ii) when the END USER begins Action Item implementation.
1 The initial PTS annual allocation cap for the two-year performance period is $15,000.00. In Year 1 PTS funds up to
$10,000.00 can be applied prior to April 1, 2022. On April 1, 2022 the PTS annual allocation cap as allowed by the ESI·
SEM program changes to $5,000 per performance year. In the PTS pre-approval process, the timing considerations
related to this program change will be determined.
The total incentives paid under this Agreement shall not exceed $65,000.00.
Table 2. 2-Year Incentive-Eligible Performance Periods
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Current
Performance
Period
SEM CWEC
Dates
Year 1: October 1, 2021 -September 30, 2022
Year 2: October 1, 2022 -September 30, 2023
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■PA INIAOT l•OICl ■NC:Y
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