Loading...
HomeMy WebLinkAboutContracts & Agreements_15-1992_CCv0001.pdf ESCROW AGREEMENT THIS ESCROW AGREEMENT, made and entered into as of April 1, 1992 , by and between City National Bank, a national banking association ("Escrow Agent") , MUNICIPAL LEASING ASSOCIATES, INC. , which is a corporation organized under the laws of the State of California ("CORPORATION") , and CITY OF REDLANDS, a political subdivision of the State of California ("CITY") ; WITNESSETH THAT, in the joint and mutual exercise of their powers, and in consideration of the mutual covenants herein contained, the parties hereto recite and agree as follows: Section 1. Recitals. 1. 01. The CITY and the CORPORATION have entered into a Lease with Option to Purchase Agreement dated April 1, 1992 ("Lease") , a duplicate original of which has been furnished to the Escrow Agent, whereby the CITY, as the agent of the CORPORATION, has agreed to purchase certain property described therein ("Project") , the CORPORATION, has agreed to lease and sell the Project to the CITY, and the CITY has agreed to lease and purchase the Project from the CORPORATION, in the manner and on the terms set forth in the lease. 1 . 02 . Under the Lease the CITY has agreed to pay to the CORPORATION the rental payments set forth in Lease Exhibit "B" ("Rental Payments") , and the CORPORATION has retained title to the Project pending payment of the Rental Payments by the CITY. The CITY may also elect to pay to the CORPORATION the purchase option price for the Project in accordance with the Lease. 1 . 03 . The terms capitalized in this Escrow Agreement but not defined herein shall have the meanings given to them in the Lease. 1. 04 . Under the Lease, on the Closing Date the CORPORATION is required to deposit or cause to be deposited with the Escrow Agent a sum not less than $2 , 004 , 200. 87 , which is to be deposited in the Project Account established in Section 2 hereof and used, together with interest earnings thereon, (a) to pay the cost of the Project, as set forth in the draw schedule attached to the Lease as Exhibit "D" , and (b) to pay the Rental Payments due pursuant to the Lease on or before October 1, 1992 ("Advance Rental Date") . In addition, the CORPORATION will deposit or cause to deposit with the Escrow Agent accrued interest on the principal amount of the Rental Payments from the date of the Lease to the Closing Date, which is to be deposited in the Certificates of Participation Account established in Section 5 hereof. Proceeds of the Lease in excess of the aggregate amounts specified shall service the costs of issuance. 1. 05. The CORPORATION has determined that it is desirable that the CORPORATION issue and sell participating interests in its lessor ' s interest in the Lease and the Rental Payments. 1. 06. The CORPORATION desires to act as agent on behalf of the Registered Owners of Certificates of Participation to be issued under Section 4 of this Escrow Agreement, to prepare, authenticate, deliver and deal with Certificates of Participation in the Rental Payments, and to take such actions as may be necessary to exercise the rights and realize upon the security under the Lease, on behalf of said Registered Owners; and the CORPORATION and the CITY desire to employ the Escrow Agent to receive, hold, invest and disburse the money required to be paid to the Escrow Agent by the CORPORATION as described in Section 1. 04 , to receive all Rental Payments to be made pursuant to the Lease, to apply and disburse the Rental Payments received to the Registered Owners of the Certificates of Participation issued with respect thereto, and to invest the Rental Payments received pursuant to the Lease pending their distribution; all on the terms and conditions and subject to the limitations hereinafter provided. 1. 07 . The Escrow Agent is willing to accept such employment on the terms and conditions hereinafter provided. 1. 08. Each of the parties has authority to enter into this Escrow Agreement, and has taken all actions necessary to authorize its execution by the officers signing it. 1. 09 . As used in this Escrow Agreement , "Registered Owner" means a person or entity whose name is shown on the Certificate Register held by the CORPORATION as the owner of an outstanding Certificate of Participation; and "a Majority of the Registered Owners" means the Registered Owners of a majority in principal amount of the Certificates of Participation outstanding at any time. The completed and executed certificate as to acceptance of the Project; evidence of insurance or self-insurance on the Project required by the Lease; a certificate of the CITY as to no arbitrage; a legal opinion of legal counsel to the CITY; and a legal opinion of an attorney or firm of attorneys nationally recognized as bond counsel stating that the interest portion of the Rental Payments shown in Lease Exhibit B is not includable in gross income of the recipient for federal income tax purposes, are hereinafter called the "Other Lease Documents" (the Other Lease Documents) . Section 2 . Project Account. 2 . 01. The Escrow Agent shall establish a special escrow account designated as the "Project Account" (the Project Account) and shall administer such account as provided in this Section and Section 6 hereof. 2 . 02 . There shall be credited to the Project Account the money paid to the Escrow Agent by the CORPORATION for deposit to the Project Account as described in Section 1. 04 , and any other money received by the Escrow Agent for deposit in the Project Account. Subject to the provisions of Section 2 . 04 , the Escrow Agent shall use the money in the Project Account to pay the costs of the Project. The costs of the Project shall be paid only upon receipt by the Escrow Agent of a Payment Request Form attached hereto as Exhibit A completed 2 and executed by the CITY, and approved by the CORPORATION, with all required attachments. Such cost shall be paid directly to the vendor or contractor indicated in the Payment Request Form; provided that if written evidence is presented to the Escrow Agent of prior payment of such cost and the amount thereof, then payment may be paid to the CITY as reimbursement therefor. The Escrow Agent shall transfer from the Project Account to the Certificate of Participation Account amounts necessary to pay Rental Payments due on or before the Advance Rental Date as such Rental Payments come due. When the Project has been acquired, installed and accepted by the CITY a certificate of the CITY stating the fact and date of such acquisition, installation and acceptance and stating that all of the costs of the Project have been determined and paid, shall be delivered to the Escrow Agent by the CITY. 2 . 03 . The Escrow Agent shall be responsible for the safekeeping and investment of the money held in the Project Account, and the payment thereof in accordance with this Section. The Escrow Agent shall not be responsible for the authenticity and accuracy of such certifications or documents or for the application of amounts paid pursuant to such certifications by the persons or entities to which they are paid, or for the sufficiency of the moneys credited to the Project Account to make all of the payments herein required. 2 . 04. Upon completion and payment of the costs of the Project, as evidenced by the certificate referred to in Section 2 . 02 , but not later than three years from the Closing Date, the Escrow Agent shall transfer the remaining balance in the Project Account to the Certificate of Participation Account established pursuant to Section 5 hereof to be used for the payment of the principal amount of the next Rental Payments coming due under the Lease. Section 3 . Appointment and Servicing. 3 . 01. The CORPORATION hereby declares and promises to act as agent on behalf of the Registered Owners of the Certificates of Participation, with respect to all of the lessor ' s right, title and interest in and to the Lease, all Rental Payments and other amounts required to be paid by the CITY thereunder, all Other Lease Documents, the Project subject to the Lease and the proceeds thereof, and the exercise of all rights conferred upon the lessor under the Lease. 3 . 02 . The CORPORATION represents, warrants and covenants to and with the Registered Owners of the Certificates of Participation that, upon the date of execution of this Escrow Agreement, the facts stated below are and will be true and correct: (a) The CORPORATION is a corporation duly organized, validly existing and in good standing under the laws of the State of California, with corporate powers and authority to own its property and carry on its business as now being conducted, and is duly qualified to transact business and hold property in the state in which the Project will be located. 3 (b) The CORPORATION has full power, authority and legal right to enter into and perform its obligations under the Lease and this Escrow Agreement; and the execution, delivery and performance of the Lease and this Escrow Agreement have been duly authorized by all necessary corporate actions on the part of the CORPORATION, do not require any stockholder approval or the approval or consent of any trustee or holder of any indebtedness or obligations of the CORPORATION or such required approvals and consents have heretofore been duly obtained. (c) The execution, delivery and performance of the Lease and this Escrow Agreement do not contravene any provision of the Articles of Incorporation or Bylaws of the CORPORATION, and do not and will not result in any breach of or constitute a default under any indenture, mortgage, contract, agreement or instrument to which the CORPORATION is a party or by which it or its property is bound. (d) The Lease is in full force and effect; neither the CORPORATION nor the CITY is in default thereunder; the Lease and this Escrow Agreement are valid and binding contracts of the CORPORATION, enforceable against the CORPORATION in accordance with their terms; the Lease and the Escrow Agreement are valid and binding contracts of the CITY, enforceable against the CITY in accordance with their terms; all such enforcement being subject to certain limitations on remedies arising out of the application of principles of equity and federal and state laws relating to bankruptcy, reorganization, moratorium and creditors ' rights generally. (e) The CORPORATION has complied and will at all times hereafter comply with and duly perform its obligations under the Lease and this Escrow Agreement. (f) There is no pending or, to the knowledge of the CORPORATION, threatened action or proceeding before any court or administrative agency which will materially adversely affect the ability of the CORPORATION to perform its obligations under the Lease and this Escrow Agreement. (g) The Lease and the Project are free and clear of all claims, liens, security interests and encumbrances arising through any act or omission of the CORPORATION or any person claiming by, through or under it, except the rights of the CITY under the Lease and the rights of the CORPORATION being conveyed to the Registered Owners hereunder. 3 . 03 . From and after the date of this Escrow Agreement the CORPORATION shall have no further interest in the Lease or the Project or any Rental Payments or other amounts due or to become due under the Lease as lessor, but shall have only the rights specified herein as agent for the Registered Owners of the Certificates of Participation, and the CORPORATION agrees to continue to perform all of its obligations under the Lease. 3 . 04 . The CORPORATION agrees to execute and deliver, upon request by the Registered Owners, any documents deemed necessary by such Registered Owners to further evidence or perfect the agency 4 herein made. 3 . 05. The CORPORATION agrees that it will authorize and direct the CITY to pay to the Escrow Agent, its successors and assigns, as the designated paying agent for the Registered Owners, all Rental Payments coming due under the Lease with respect to the Project from and after the date of this Escrow Agreement. 3 . 06. The CORPORATION agrees that it will invoice for remittance directly to the Escrow Agent all Rental Payments and other amounts due under the Lease. The Escrow Agent shall notify the CORPORATION of any Rental Payment or other amount due under the Lease which is more than ten (10) days overdue, and the CORPORATION will use it best efforts to collect and cause to be remitted to the Escrow Agent such Rental Payment or other amount. 3 . 07. In the event of a default under or other termination of the Lease by the CITY, upon request by and for the benefit of a Majority of the Registered Owners, the CORPORATION agrees: (1) to take possession of the Project and deliver it to such Registered Owners at their direction; or (2) to take possession of the Project and sell it to another person or entity on terms approved by a Majority of the Registered Owners, and provide to the Registered Owners all documentation of each transaction as deemed necessary by them; provided that the CORPORATION shall not be obligated to commence or maintain any legal proceeding for such purposes, and shall not be required to take such action unless and until it is indemnified against any costs and expenses incurred or to be incurred by it in taking such action. All moneys or property received by the CORPORATION as a result of such actions shall be received by the CORPORATION on behalf of all Registered Owners. Section 4 . Certificates of Participation. 4 . 01. The CORPORATION is authorized to prepare, authenticate and deliver Certificates of Participation evidencing ownership interests in the Lease, the Project and the Rental Payments to be paid by the CITY under the Lease. 4 . 02 . The CORPORATION will sell or cause Morton, Sinclair & Co. , Inc. , as underwriter, to sell the Certificates of Participation delivered pursuant to Section 4 . 01, and the persons or entities to whom such Certificates are sold will be directed to remit the purchase price therefor to the Escrow Agent. 4 .03 . Each Certificate of Participation shall be prepared in the form attached hereto as Exhibit B, shall be numbered serially, and shall be prepared initially in principal amounts of not less than $100, 000 as shall be directed by the CORPORATION. The Certificates shall mature on the dates and in the amounts set forth in Exhibit C, and shall bear interest from date of issue to maturity or prior redemption at the annual rates set forth opposite such maturity dates 5 and amounts, respectively. Principal due on the Certificates at maturity or redemption thereof, whichever is earlier, shall represent an amount equal to the amount of principal included in the Rental Payments due under the Lease since the last maturity date. Interest due on the Certificates shall represent a portion of the Rental Payments designated as interest coming due during the period beginning on the last interest payment date, at the annual rates set forth on Exhibit C. Interest shall be computed on the basis of a 360-day year consisting of twelve 30-day months. 4 . 04 . The CORPORATION shall maintain a Certificate Register showing the names and addresses of all persons or entities to whom Certificates of Participation are made payable or transferred as hereinafter provided, who upon entry of their names and addresses in the Certificate Register shall be Registered Owners of such Certificates of Participation for all purposes; and the CORPORATION shall not be obligated to take notice of any change of address of a Registered Owner of such Certificates of Participation for all purposes; and the CORPORATION shall not be obligated to take notice of any change of address of a Registered Owner unless notified in writing at least two weeks prior to the effective date of such change, or to take notice of any change in ownership of a Certificate of Participation where such change in ownership has not been duly presented for registration in the Certificate Register. 4 . 05. The CORPORATION may prepare, authenticate and deliver new Certificates of Participation in place of Certificates of Participation which have been lost, destroyed or stolen, upon the posting of a bod or other indemnity satisfactory to the CORPORATION. The CORPORATION may prepare, authenticate and deliver new Certificates of Participation in exchange for, and upon surrender of, mutilated Certificates. 4 . 06. Upon surrender of any Certificate of Participation, including any Certificate issued as a replacement, duly endorsed for transfer by the Registered Owner or his agent, by execution of the transfer form on the reverse side thereof or a like document, the CORPORATION shall prepare, authenticate and deliver two or more new Certificates of Participation as directed by the Registered Owner, in accordance with the terms of this Escrow Agreement; provided that Certificates shall be issued in principal amounts of minimum demonimations of $100, 000 . Transfer of Certificates of Participation will be registered and new Certificates of Participation will be prepared, authenticated and delivered to the transferee only if a surrendered Certificate of Participation is properly endorsed for transfer with all necessary endorsers ' signatures guaranteed in such manner and in such form as the CORPORATION shall deem necessary to appropriately evidence the genuineness and effectiveness of each necessary endorsement, and if requested by the CORPORATION, upon presentation of satisfactory evidence of compliance with all applicable laws relating to the payment of taxes. The CORPORATION is not required by this Escrow Agreement to request such evidence. 4 . 07. The CORPORATION may transmit Certificates of Participation by certified mail with or without insurance, as it shall deem appropriate in order to protect against loss. 6 4 . 08. Under this Section 4 and Section 5, the Escrow Agent shall only be responsible for the disbursement of Rental Payments and other amounts received by it under the Lease to the Registered Owners of Certificates of Participation issued with respect thereto in accordance with their ownership interest established by the Certificates of Participation; the safekeeping of moneys received until disbursed; the investment of moneys received in accordance with Section 6. 02 and the written instructions of the CORPORATION; and the business-like performance of the other duties specifically imposed upon it. 4 .09. Records kept by the Escrow Agent and the CORPORATION under Section 4 shall be deemed to be kept for and on behalf of the CITY, and shall be made available for inspection or copying by the CITY during regular business hours. Section 5 . Certificate of Participation Account. 5.01. The Escrow Agent shall establish a special escrow account designated as the Certificate of Participation Account (the Certificate of Participation Account) and shall administer such account as provided in this Section and Section 6 hereof. 5. 02 . There shall be credited to the Certificate of Participation Account accrued interest in accordance with Section 1. 04 and all Rental Payments received by the Escrow Agent and money required to be deposited therein as provided in Sections 2 . 02 and 2 . 04 , and any other money received by the Escrow Agent in the Certificate of Participation Account. 5. 03 . On each October 1 and April 1 during the term of the Lease, commencing on October 1, 1992 ("Distribution Dates") , the Escrow Agent shall distribute to the Registered Owners of the Certificates of Participation outstanding under this Escrow Agreement, all amounts which have been paid or prepaid under the Lease and not previously distributed, in accordance with their respective ownership interests in the principal amount of the Rental Payments, and shall distribute to the CORPORATION all interest earned from the investment of amounts on deposit in the Certificate of Participation Account since the last such distribution. In any case where the Distribution Date is a Saturday, Sunday or legal holiday, the Escrow Agent shall distribute such amounts on the next succeeding day that is not a Saturday, Sunday or a legal holiday with the same effect as if made on the Distribution Date. Delinquent Rental Payments or any late payment charge shall be distributed within thirty (30) days after they are received. The Escrow Agent shall make distributions of interest and of principal amount by check or draft mailed to the persons or entities who are shown on the records of the CORPORATION to be the Registered Owners of the Certificates of Participation on the fifteenth day of the month (whether or not a business day) prior to the Distribution Date (the Record Date) , and shall not be affected by any notice of ownership or right to or interest in any Certificate of Participation by any other person or entity. On the day following each Record Date, the CORPORATION shall provide the Escrow Agent with a copy of the Certificate Register showing the Registered Owners on 7 the Record Date. Section 6. Money in Accounts; Investment. 6. 01. The money and investments held by the Escrow Agent under this Escrow Agreement are irrevocably held in the Project Account and Certificate of Participation Account for the purpose herein specified, and such money, together with any income or interest earned thereon, shall be expended only as provided in this Escrow Agreement, and shall not be subject to levy or attachment or lien by or for the benefit of any creditor of the CITY or the CORPORATION. 6. 02 . Money held by the Escrow Agent hereunder shall be invested by the Escrow Agent upon written order of the Corporation only in Qualified Investments as specified herein. Such investments shall be held in the name of the Escrow Agent and held by the Escrow Agent. Such investments and reinvestments shall be made giving full consideration for the time at which money is required to be available. 6. 03 "Qualified Investments" include, to the extent permitted by applicable law: (i) Bonds or interest-bearing notes or obligations of the United States, or those for which the faith and credit of the United States are pledged for the payment of principal and interest. (ii) Bonds, interest-bearing notes, and individual or pooled obligations that are guaranteed as to principal and interest by a federal agency of the United States. (iii) Bills of exchange or time drafts drawn on and accepted by a commercial bank, otherwise known as bankers acceptances, which are eligible for purchase by the Federal Reserve System. (iv) Interest-bearing accounts in, or negotiable certificates of deposit issued by, a nationally or state-chartered bank which are fully insured by the Federal Deposit Insurance Corporation. 6. 04 . The Escrow Agent shall without further authorization or direction sell such investment as and when required to make any payment from the account for which such investment is held. Any income received or loss incurred on such investment shall be credited or charged to the respective account for which it is held, subject to any provision of this Escrow Agreement specifying any different credit or the transfer thereof to another account. 6 . 05. Upon request the Escrow Agent shall furnish to the CITY and the CORPORATION an accounting of such investment. The Escrow Agent shall not be responsible or liable for any loss suffered in connection with any investment of money made by it in accordance with this Section. 6 . 06. The CITY shall comply with all applicable federal tax laws and regulations, including without limitation the Internal Revenue Code of 1986, as amended (the Code) and the Treasury 8 Regulations promulgated thereunder, in order to ensure that the interest portion of the Rental Payments remains not includable in gross income under the Code and the Escrow Agent and the CORPORATION shall cooperate with the CITY in connection with such compliance. Specifically, but without limitation (i) the CITY and the CORPORATION will not allow amounts transferred from the Project Account to the Certificate of Participation Account pursuant to Section 2 . 04 to be invested in obligations which have a yield greater than the yield of the Lease as computed in accordance with Section 148 of the Code, and (ii) the CITY shall, if required by Section 148 of the Code, make rebate to the federal government of a portion of the interest earned on amounts held under this Escrow Agreement, if such rebate is necessary to ensure that the interest portion of Rental Payments does not become subject to federal income taxation. The CITY will obtain from the Escrow Agent all records of investments held in accounts hereunder and will retain such records until six years after the Rental Payments owing under the Lease have been fully paid. Section 7 . Redemption. 7 . 01. The Certificates are subject to optional redemption in whole, but not in part, on any Distribution Date, from funds received from the CITY due to the exercise by the CITY of its option to purchase the Corporation' s interest in the Project pursuant to Section 29 of the Lease. 7 . 02 . When redemption is authorized or required pursuant to this Escrow Agreement, the CORPORATION shall give to the Escrow Agent and the Registered Owners of the Certificates notice of the redemption of the Certificates. Such notice shall specify: (a) that the whole portion of the Certificates is to be redeemed, (b) the date of redemption, and (c) the place or places where the redemption will be made. Such notice shall further state that on the specified date of redemption there shall become due and payable upon each Certificate to be redeemed, the principal amount thereof, together with any premium thereon included in the purchase option price and interest accrued to said date of redemption, and that from and after such date of redemption interest thereon shall cease to accrue and be payable. 7. 03 . Notice of redemption shall be given by mailing first class postage prepaid copies thereof not less than five (5) days prior to such date of redemption to the Registered Owners of any Certificates to be redeemed. Such mailings shall not be a condition precedent to such redemption and failure so to mail such notice shall not affect the validity of the proceedings for the redemption of the Certificates. Section 8 . Change of Escrow Agent. 8 . 01. Another national banking association, or a state bank or trust company may be substituted to act as Escrow Agent under this Escrow Agreement, upon agreement of the CITY and the CORPORATION and with the consent of a Majority of the Registered Owners. Such substitution shall not be deemed to affect the rights or obligations of the parties. Upon any such substitution, the Escrow Agent agrees to assign to such substitute Escrow Agent its duties under this Escrow 9 Agreement, and to execute and deliver to its successor, such documents as are necessary to effect such substitution. 8 . 02 . The Escrow Agent or any successor may at any time resign by giving notice to the CITY, the CORPORATION and all Registered Owners of its intention to resign and of the proposed date of resignation, which shall be a date not less than thirty days after such notice is deposited in the United States mail in accordance with Section 10. 05, unless an earlier resignation date and the appointment of a successor Escrow Agent shall have been or are approved by the CITY, the CORPORATION and a Majority of the Registered Owners. A successor Escrow Agent shall be appointed as provided in Section 8. 01. 8. 03 . The CORPORATION may appoint an agent to exercise any of the powers, rights or remedies granted to the CORPORATION under this Escrow Agreement, and to hold title to property or to take any other action which may be desirable or necessary. Section 9. Amendments. The provisions of this Escrow Agreement may be amended or added to in writing by agreement between the parties, but no such amendment shall become effective as the Registered Owners of the Certificates of Participation then outstanding until approved by a Majority of the Registered Owners; provided that no such amendment shall impair the right of any Registered Owner to receive his proportionate share of any Rental Payment in accordance with his Certificate of Participation; and provided further that no such amendment shall impair the right of any Registered Owner to proceed directly against the CITY in the event of default. Section 10. Lease Default Exercise of Rights and Agreement; Notices 10. 01. If the Escrow Agent does not receive any Rental Payment within ten (10) days after it is due in accordance with the Lease, the Escrow Agent shall immediately give oral and written notice of this fact to the CORPORATION. If such default continues for a period of forty-five (45) days, the CORPORATION shall give notice of this fact to the Registered Owner of all Certificates of Participation. 10 . 02 . The Escrow Agent shall have no obligation to take any action to collect any Rental Payment not received from the CITY when due. The CORPORATION shall have only the obligations set forth in Sections 3. 06, 3 . 07 and 10. 01 of this Escrow Agreement with respect to an occurrence of an event of default, by the CITY under the Lease. The CORPORATION may also exercise on behalf of the Registered Owners any other rights granted to the lessor by the Lease, in the event of default by the CITY under the Lease, upon written request and authorization by a Majority of the Registered Owners, and upon being satisfactorily indemnified against any fees, costs and expense (including counsel fees) and liability with respect thereto and being satisfactorily compensated; but neither any such request nor this provision shall affect any discretion given to the CORPORATION to 10 • determine what action it shall take in respect of any such default. All rights under the Lease not required to be exercised by the CORPORATION hereunder in the event of default by the CIE under the Lease, shall be exercisable by the Registered Owners in the manner specified in Section 10.03 hereof. Nothing, herein shall limit the rights of the Registered Owners to exercise `the rights conferred on them under Section 10.03, 10.03. Unless' and until the CITY fails to pay any Rental Payment when due, the rights of the Registered Owners hereunder may be exercised only upon written agreement by a Majority of the Registered owners. If the CITY fails to pay any Rental Payment when due, the Registered Owner of any Certificate of Participation then outstanding may exercise the rights of the lessor on his own behalf and on behalf of the Registered Owners of all Certificates of Participation then outstanding. Neither the CORPORATION nor the Escrow Agent shall have any obligation to take any action to enforce such rights or to collect any unpaid Rental Payment other than that specified in Sections 3.06, 3 .07 and 10.01, but the CORPORATION shall, upon request of the Registered Owner or Owners entitled to exercise such rights, execute , and deliver to such Owners all assignments, conveyances, deeds, bills of sale and other documents necessary' to transfer its interest in the Lease, the Project andthe Rental Payments and other amounts due under the Lease to the person or entity to whom it is directed to make such transfer by a Majority of the Registered Owners, or by a court of competent jurisdiction; and when such transfer is made as herein provided, the CORPORATION shall have no liability with respect thereto or any further responsibility or liability under this Escrow Agreement. The Registered Owners of the Certificates of Participation shall be responsible :for and pay all but only those costs incurred by the CORPORATION in complying with this Section 10. 03, including any applicable tax. 10.04, If at any time after an event of default by the CITY has occurred the money in the Certificate of Participation Account shall not be sufficient to pay the Rental Payments as the s. e become due and, payable or the purchase option price, such money, together with any moneys available or thereafter becoming available for such purpose shall be `applied by the CORPORATION as follows: First: To the payment ratably to the Registered Owners of all Certificates still outstanding of all unpaid interest with respect to such Certificates, without any ,discrimination or preference; and Second: To the payment ratably to the Registered Owners of all Certificates still outstanding of the principal amount with respect to such Certificates, without any discrimination or preference. 10.05. Except as otherwise provided all notices required to be given under this Escrow Agreement shall be given in writing, delivered or mailed by registered mail to the party entitled thereto at the following address: if to the CORPORATION, to Municipal Leasing Associates, Inc., 26565 West Agoura Road, Suite 201, Calabasas, CA 91302; if to the Escrow Agent, to City National Bank, 400 North Roxbury Drive, Beverly Hills, California 90210, Attention: Escrow 11 Department; if to the CITY, to CITY OF REDLANDS, 30 Cajun Street, Redlands, CA 92373 ; and if to any Registered Owner, to the address of such Registered Owner shown on the Certificate Register. Any such notice shall be deemed to have been received forty-eight (48) hours after deposit in the United States mail in registered form, with postage fully paid. Section 11. Limitation of Liability. 11. 01. The CORPORATION shall not incur any obligation or liability to the Registered Owners of the Certificates of Participation with respect to the performance by the Escrow Agent of any duty imposed upon it under this Escrow Agreement. Neither the CORPORATION nor the Escrow agent shall incur any obligation or liability to the Registered Owners of the Certificates of Participation with respect to the payment of the Rental Payments by the CITY when due, or the performance by the CITY of any other covenants made by it, other than as expressly set forth in this Escrow Agreement. 11. 02 . The Escrow Agent shall not be responsible for determining the authenticity, validity or enforceability of the Lease and Other Lease Documents; for the recording or re-recording, or the filing or re-filing of this Escrow Agreement or the Lease, or any supplement or amendment thereto, or the filing of financing statements (or continuation statements in connection therewith) or of any supplemental instruments or documents of further assurance; or for the sufficiency of the security for the Certificates of Participation issued hereunder or intended to be secured hereby; for the value or title of the property herein conveyed or encumbered; or for verifying the accuracy or completeness of the Certificate Register. The Escrow Agent shall not be responsible for providing information to the Registered Owners concerning the investment character of the Certificates of Participation, for the sufficiency or collection of any Rental Payments or other amounts due under the Lease, or for the actions or representations of the CORPORATION or any agent of the CORPORATION. The Escrow Agent shall not be responsible or liable for any loss suffered in connection with any investment of funds made by it under the terms of and in accordance with this Escrow Agreement, or any distribution of moneys made pursuant to this Escrow Agreement. 11. 03 . The CORPORATION and the CITY jointly and severally agree to indemnify and save the Escrow Agent harmless from and against all claims, suits and actions brought against it, or to which it is made a party, and from all losses and damages suffered by the Escrow Agent as a result thereof, where and to the extent such claim, suit or action arises out of the actions of any other party to this Escrow Agreement, including but not limited to the ownership, operation or to claims, suit or action arises out of the actions of any other party to this Escrow Agreement for failure to perform and carry out the duties specifically imposed upon and to be performed by the Escrow Agent pursuant to this Escrow Agreement. In the event the CORPORATION and the CITY are required to indemnify the Escrow Agent as herein provided, the CORPORATION and the CITY shall be subrogated to the rights of the Escrow Agent to recover such losses or damages from any 12 other person or entity. Section 12 . Escrow Agent ' s Compensation. 12 . 01. The CORPORATION shall pay to the Escrow Agent, as full and complete compensation for the establishment and administration of this Escrow Agreement, $850. 00 on the date of execution and delivery of this Escrow Agreement and $750. 00 on each anniversary of such date during the term of this Escrow Agreement. 12 . 02 . During the term of this Escrow Agreement, within thirty (30) days after receipt of a statement therefor, the CORPORATION shall pay to the Escrow Agent an amount equal to all cash expenses incurred by the Escrow Agent in carrying out this Escrow Agreement for which it is not entitled to reimbursement by the Registered Owners, plus the check cutting and investment charges set forth below which have not been paid previously. The Escrow Agent shall be entitled to a check cutting charge of $15 for each check issued in carrying out the terms of this Escrow Agreement. Section 13 . Administrative Provisions. 13 . 01. The Escrow Agent shall keep complete and accurate records of all money received, invested and disbursed under this Escrow Agreement, which shall be available for inspection by the CORPORATION or any Registered Owner, or the agent of any of them, at any time during regular business hours. 13 . 02 . This Escrow Agreement shall be construed and governed in accordance with the laws of the State of California. 13 . 03 . This Escrow Agreement and Exhibits A, B and C attached hereto constitute the entire agreement between the parties and shall not be modified, amended, altered or changed except by a written document duly executed by the parties. 13 . 04. Any provision of this Escrow Agreement found to be prohibited by law shall be ineffective only to the extent of such prohibition, and shall not invalidate the remainder of this Escrow Agreement. 13 . 05. This Escrow Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. 13 13. 06. This Escrow Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same agreement. IN WITNESS WHEREOF, the parties have executed this Escrow Agreement as of the day and year first written above CITY NATIONAL-BANK BY j Its 4' E.7.47," MUNICIPAL LEASING ASSOCIATES, INC. By Its %' CITY OF RED1,AJbSByt r a Its f Let14 EXHIBIT A Payment Request Form City National Bank (the Escrow Agent) , Escrow Agent under an Escrow Agreement dated as of April 1, 1992 , between the Escrow Agent, MUNICIPAL LEASING ASSOCIATES, INC. (the CORPORATION) and CITY OF REDLANDS (the CITY) is hereby requested to pay from the Project Account held under said Escrow Agreement, to the corporation designated below as Payee, the sum set forth below such designation, in payment of the costs of the Project described in the Lease dated as of April 1, 1992, between the CORPORATION and the CITY. The undersigned hereby certifies that (a) attached hereto is a duplicate original or certified copy of the following documents relating to the acquisition and installation of the Project as described below: (1) for payment of acquisition and/or installation costs, a contractor' s, manufacturer' s or dealer' s invoice; (2) for payment of acquisition and/or installation costs, a bill of sale vesting legal title in the CORPORATION; and (3) for he final payment request, the CITY' s certificate of acceptance; and (b) that the amount requested for payment is for payment or reimbursement for the costs of the Project, has not formed the basis of payment or reimbursement for the costs of the Project, has not formed the basis of a previous request for payment, is now due and owing, and has been approved by the CITY for payment. The undersigned further certifies that the amount remaining in the Project Account after payment of the amount requested is sufficient to pay any unpaid balance of the costs of the Project due or to become due. In the event that the Payee named on this Payment Request Form is a person, firm or corporation to which reimbursement is due for payment previously paid by such person, firm or corporation to the contractor for such portion of the Project, evidence of such prior payment and the amount thereof is also attached to this Payment Request Form. Payee: Amount: Project: Dated: , 19 Approved: MUNICIPAL LEASING ASSOCIATES, INC. CITY OF REDLANDS By By Its Its EXHIBIT B CERTIFICATE OF PARTICIPATION Evidencing a Proportionate Interest of the Registered Owner Hereof in Lease with Option to Purchase Agreement, dated as of April 1, 1992 by and between MUNICIPAL LEASING ASSOCIATES, INC. and the CITY OF REDLANDS Number $ Date of Interest Rate Maturity Date Original Issue This is to certify that: is the Registered Owner of this Certificate of Participation in the Principal amount of DOLLARS which evidences the right to receive the portion as described herein of certain Rental Payments to be paid under a Lease with Option to Purchase Agreement dated as of April 1, 1992 (the Lease) , entered into by and between Municipal Leasing Associates, Inc. (the CORPORATION) , and CITY OF REDLANDS (the CITY) . The Lease is not a general obligation of CITY, and the full faith and credit of CITY are not pledged for the payment of the Rental Payments due thereunder. The Rental Payments are payable solely from moneys that may be appropriated for this purpose by CITY or moneys otherwise available to CITY. The Registered Owner of this Certificate is entitled to receive, subject to the terms of the Lease and the Escrow Agreement described below, distributions of Rental Payments comprising the principal amount in the amount specified above, payable upon presentation of this Certificate at the principal office of City National Bank, as paying agent (the Paying Agent) on the maturity date specified above, and interest on such principal amount at the annual rate specified above per annum, computed on the basis of a 360-day year consisting of twelve 30-day months, and mailed by check or draft of the Paying Agent on each October 1 and April 1, commencing October 1, 1992 , to and including the maturity date specified above, to the Registered Owner of record on the books maintained by the CORPORATION as of the 15th day of the month preceding such distribution date, all subject to the provisions herein and in the Lease and Escrow Agreement described herein relating to the prepayment, if applicable, of the principal amount of this Certificate prior to the maturity date specified above. This Certificate has been authenticated and issued by the CORPORATION, acting as the agent of the Registered Owners pursuant to B-1 an Escrow Agreement, dated as of April 1, 1992 , entered into by and between the CORPORATION, the CITY and the Paying Agent. The rights of the Registered Owner of this Certificate are set forth in the Lease and the Escrow Agreement, all of the terms and provisions of which are incorporated herein by reference. The Lease will be in effect until all Rental Payments required to be paid thereunder have been paid, unless terminated as provided therein. In the event of default by City under the Lease, the CORPORATION, or the Registered Owners of a majority in principal amount of all Certificates of Participation issued under the Escrow Agreement, or the Registered Owner of this Certificate, are entitled to exercise certain rights under the Lease and the Escrow Agreement, but may not receive amounts equal to the total principal amount and all interest due on the Certificates or the amount due upon prepayment hereof, if applicable, in accordance with the terms of the Lease and the Escrow Agreement. All Certificates are subject to optional redemption in whole on April 1, 1995, and any interest payment date thereafter at the purchase option price set forth in Lease Exhibit C through exercise by City of its option to purchase the Corporation' s interest in the Project subject to the Lease, pursuant to the Lease and the Escrow Agreement. The ownership of this Certificate may be transferred to another entity or person, but only in accordance with the provisions of the Escrow Agreement. This Certificate may be exchanged for two or more Certificates having an aggregate principal amount equal to the principal amount of this Certificate; provided that Certificates shall be issued in principal amounts of minimum denominations of $100, 000 or any integral multiple thereof. The CORPORATION is required to treat the Registered Owner of this Certificate as the owner thereof for all purposes, ad shall not be affected by any notice of an adverse ownership claim. All distributions of Rental Payments under this Certificate will be made to the Registered Owner at the address shown on the registry of the CORPORATION, or at such other address as he may in writing direct the CORPORATION. In the event of change address, notify the CORPORATION at Municipal Leasing Associates, Inc. , 26565 West Agoura Road, Suite 201, Calabasas, CA 91302 . IN WITNESS WHEREOF, this Certificate of Participation has been duly authenticated and issued by the manual signature of an authorized officer of the CORPORATION. Date of Authentication: MUNICIPAL LEASING ASSOCIATES, INC. , Agent By Authorized Signature B-2 ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto (print or typewriter name and address of transferee) the within certificate of Participation and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within Certificate of Participation on the books kept for registration thereof, with all power of substitution in the premises. Dated: (insert identification number Notice: The signature of this of assignee) assignment must correspond with the name as it appears on the face of this Certificate in every particular, without alteration or change whatsoever. B-3 � � \ " ' | ~ ~ EXHIBIT C MATURITY SCHEDULE Maturity Date Principal Amount Interest Rate IO/l/93 4/1/93 $155, 000 . 00 5. 00% 10/1/93 155, 000, 00 5. 00% 4 /1/94 112 , 000 , 00 5. 50% I0/I/94 113 / 000, 00 5. 50% 4/1/95 126, 000 . 00 6, 00% I0/I/95 126, 000, 00 6, 00% 4/1/96 144, 000, 00 6. 25% 10/1/96 I48, 000. 00 6. 25% 4/1/97 152 , 000 . 00 6 . 50% I0/1/97 I58, 000 . 00 6, 50% 4/1/98 163 , 000, 00 6. 75% 10/I/98 168, 000, 00 6. 75% 4/1/99 174, 000, 00 7 , 00% I0/1/99 180, 000, 00 7 , 00% C-1 Honeywell November 12 , 1992 City of Redlands 30 Cajon St. Redlands, CA 92374 Atten: Mr. Ron Mutter Asst. City Manager/Dir. Public Works Re: Honeywell Comprehensive Municipal Services Agreement Dear Ron: Per our most recent meeting, this provides a listing of the various changes made in the course of the project, an expanded section pertaining to the audit process and an itemization of miscellaneous pen-and-ink corrections necessary in the contract. 1 . Make the following change to Secstion entitled "Energy and Operational Guarantee" . Replace pages 54 of 70 through 61 of 70 with the attached revised pages. The new pages provide the following: a. Corrected guarantee amount line #1 , page 54 of 70 , to match the Total Program Value shown on page 68 of 70 . b. "Run-Time Savings" example changed to a generic equation. c. Operating and occupancy characteristics expanded to better reflect prior and projected conditions. d. References as to method of audit and bases of savings clarified. 2 . Make the following pen-and-ink changes/corrections as indicated. Page Clan -e:Correction 1 of 70 Change line reference to "Price" to read "See Page 67 of 70" . HONEYWELL INC,COMMERCIAL BUILDINGS GROUP 302 SOUTH Mn.L IKEN AVENUE,SUITE A,ONTARIO,CALIFORNIA 91761,TELEPHONE 714/391.0404 9 of 70 City Hall Item 1 : ADD at the end of the existing sentence " (rated at nominal . 83 KW/Ton) " . Item 4 : CHANGE "8-Foot Ballasts" and "8-Foot Tubes" to read " ( 16 ) 4-Foot Tubes (16) 4-Foot Ballasts" Redlands Plaza Item 1 : ADD at the end of the existing sentence " (rated at nominal . 83 KW/Ton) " . Item 2 : ADD at the end of the existing sentence " (Total 26 . 55 fan HP and 392 strip heat KW) " . 10 of 70 Police and Safety Building Item 1 : CHANGE to read "Furnish and install ( 1 ) 2-Ton cooling-only A/C unit in Dispatch Room" . 11 of 70 Fire Station #1 Item 1 : ADD to the scope of work: " ( 1 ) 5-Ton Rooftop Package A/C unit with gas heat and electric cooling" Item 2 : CHANGE reference to the length of awning to read "44-foot" . 14 of 70 Waste Water Treatment Plant Item 4 : CHANGE to read "Furnish and install one ( 1 ) 2-Ton cooling-only A/C unit in Laboratory Sample Test Room. " ADD the following: "Item 8 : Remove , rebuild and reinstall the 150 HP motor on Final Effluent Pump #3 . " 16 of 70 Booster Pump Station CHANGE the scope paragraph to read as follows: "Furnish and install one (1 ) 150 HP electric motor, variable frequency drive control , and Amarillo gearbox adaptor on the existing pump. Existing 150 HP gas engine to remain connected as-is to provide alternate drive to motor. New solid state water level transducer to be furnished and installed with the VFD controller. " 17 of 70 Redlands Bowl CHANGE the number of sensors to read " (4) " . Animal Shelter CHANGE the title to read "Animal Shelter & Corporate Yard" . ADD the following scope for "Smile . L'brary" . "Honeywell will furnish and install the following water management system equipment: ( 1 ) 32-point Station Controller (7) Sensors" 48 of 70 Community Center ADD the following equipment for maintenance: "Roof 1 Package A/C 4Ton Carrier 48GL04220CA Roof 4 Package A/C 3Ton Carrier 48GL03652CA Roof 1 Evap.C1g. iTon Air Fare 54C-27-115 Roof 1 Boiler 15 HP Raypak 28671 Roof 1 Evap.Clg. 5 HP Air Fare 54C-27-115 w/Htg. Unit 53 of 70 Animal Shelter CHANGE location reference to read "Animal Shelter & Corporate Yard" . 67 of 70 Price and Payment ADD the following section: "3 . The total price for the additional scope of work approved and itemized in a supplemental Lease #92-108 is $68 , 420 . 00. 3 . 1 Refer to lease documents, Lease Schedule, for payment schedule. 3 . 2 The first lease payment will coincide with the requirements of paragraph 1 . 2 on the base project. 3 . 3 Progress payments to Honeywell are to be approved by the City in the same manner stipulated in paragraph 1. 3 on the base project. " 68 of 70 Program Costs and Payments ADD an ( * ) following the column title "Total Program Payments" . ADD below the 7-year payment schedule " ( *) Represents total guarantee amount(s) " ADD the following note below the 7-year payment schedule: "Schedule above does not reflect additional cost and payments associated with supplemental lease as referenced in section 3 , page 67 of 70 . 70 & 70 Budget Impact ADD the following note below the "TOTAL" line: "Schedule above does not reflect additional cost associated with supplemental lease referenced in section 3 , page 67 of 70" . All basic terms and conditions as set forth in the basic contract remain as stated. Please indicate below your acceptance of the foregoing update items to the base contract and do not hesitate to call me if you have any questions. Submitted:ed: Accepted for Implementation: t z t «...«v. � ...vim....,..._.... ...._..... ...,.....o: .....w+,......„,..... :.. .. ....«w. rr.>�...Jehn S. Buckinghai Ronald C. Mutter Sr. Engineer for Energy Programs Asst. City Mgr/Pub.Works Dir. Date i I I ENERGY AND OPERATIONAL SAVINGS GUARANTEE GENERAL CONDITIONS Honeywell guarantees that the program described will recover a total of$4,135,388 in energy and operational savings during the first seven years of operation, beginning on the first day of the month following completion of the installation. Utility company rebates and savings achieved during construction are additional savings and will be credited to the Honeywell guarantee in Year One. Honeywell will escalate savings at the greater of actual or 5% per year. In no case, however, shall the amount of the guarantee exceed program costs. The energy savings audit may be adjusted to account for any changes to equipment, and changes in agreed-upon operating practices (see time schedule in following pages) which affect energy consumption between the base operating schedule year and the guarantee period. If, at the end of any year during the guarantee period, the program has failed to achieve the annual guaranteed energy and operational savings of Year 1 - $606,138; Year 2 - $533,674; Year 3 - $558,346; Year 4- $592,674; Year 5 - $603,620; Year 6 - $614,389; Year 7 - $626,547; upon written request given no earlier than the end of such year and no later than ninety(90) days thereafter, Honeywell will pay the City the difference between the annual amount guaranteed and the actual annual energy savings amount, adjusted as provided above. Honeywell and the client also agree that if the actual annual savings amount exceeds the annual guarantee amount in any year, such excess savings amounts will be either: — added to the energy and operational savings for any future year before calculating the energy and operational savings amount; or — billed back to the City up to any amounts previously paid by Honeywell for energy and operation savings shortfalls. The client also agrees: — that the client will make no significant deviations from the initial computer operating program; — that no part of the systems controlled will be placed in a permanent "on" operating mode; — that the client and Honeywell mutually agree to any other operating assumptions that will impact the projected savings detailed in the energy audit procedure. HONEYWELL ENERGY AUDIT The purpose of the Honeywell energy audit is to provide a systematic savings analysis for utility consumption. Each energy retrofit will be evaluated on an individual basis as described under the Guarantee Savings Calculations in this agreement. For comparison, a base year period will be established and applied to all future energy audit evaluations. Furthermore, the following major factors will be taken into account in the audit process. Page 54 of 70 1 The energy savings will be calculated by Honeywell's standard computerized energy savings auditing procedures, which compare the client's energy consumption in the current year with the energy consumption in the base year (from 1/91 to 12/91). The energy savings audit may be adjusted to account for weather difference, any changes to equipment, and changes in agreed-upon operating practices (described below) which affect energy consumption between the base year and the guarantee period. 2 Run-Time Savings - The difference between the preexisting and post-installation will comprise the consumption saved (gas, KWH, therms, etc). Saved Units = Preexisting - post-installation measurements. Therefore, every hour the modified equipment runs, savings will occur. 3. Oserational Chan.es - Adding to or removing HVAC or non-HVAC equipment, changes in HVAC system run time, changes in HVAC system load requirements, etc., will be determined and adjusted for. Any related cost reductions that are generated by the associated system efficiency improvement as stated in the contract are tracked and accounted for. In summary, all information available in the energy consumption analysis field is utilized in the Honeywell energy audit system providing the most comprehensive assessment of water, gas and electrical consumption available. Refer to page 62 for Base Year Energy Costs. ENERGY AND OPERATIONAL SAVINGS GUARANTEE GENERAL CONDITIONS I. Energy Savings The following calculations (A through F) are used to validate utility savings and are considered correct upon contact authorization. A. ENERGY MANAGEMENT To achieve these energy savings, Honeywell and the client agree upon these operating practices for the systems controlled: Operations during the base year (information provided by City) and new criteria at the following location(s) are as follows: Page 55 of 70 Redlands Plaza 2 East Citrus During these hours Within these temperature ranges Days from To Weekdays 6 am - 6 pm 72 76 250 Saturdays 8 am - 4 pm 72 76 48 Replacement of Chillers Existing Operation of(2 each) 100 Ton Chillers (100 Ton)x(2)x(1.35 KW/Ton)x(3952 Hrs.)x (045 Load Factor) = 480,170 KWH/Yr. ($48,017/Yr.)* New Operation of(2 each) 90-Ton Chillers (90 Ton)x(2)x(.83 KW/Ton)x(3161 Hrs.)x (0.45 Load Factor) = 212,550 KWH/Yr. ($21,255/Yr.)* EMS Controls Existing Operations of(31) AHU's and Strip Heaters (26.55 Total Fan HP)x(.746 KW/HP)x(4380 Hrs.) x (1.00 Load Factor) = 86,752 KWH/Yr. ($8,675/Yr.)* (392 Total Strip Heating KW)x(4380 His.) x(.26 Load Factor) = 446,410 KWH/Yr. ($44,641/Yr )* New Operation of(31) AHU's and Strip Heaters (26.55 Total Fan HP)x(.746 KW/HP)x(3942 Hr.) x(1,00 Load Factor) = $78,070 KWH/Yr. ($7,807/Yr.)* (392 Total Strip Hearing KW)x(3942 Hr )x (0.20 Load Factor) = 309,050 KWH/Yr. ($30,905/Yr.)* (*) Honeywell Runtime Auditing Procedure will measure ongoing operation and cost avoidance. Page 56 of 70 Police and Safety 212 W. Brookside Ave. During these hours Within these temperature ranges Days from To Weekdays 24 Hours/day 72 76 260 Saturdays 24 Hours/day 72 76 52 Sundays 24 Hours/day 72 76 52 Honeywell FASER auditing procedures will apply to compare ongoing operation to the base year. City Hall 30 Cajon Street Base Year & Proposed Hours of Occupancy within these tern I erature ran es Days from To Weekdays 8 a.m, - 5 pm. 72 76 250 Waste Water Treatment Plant 1950 Nevada Street During these hours Within these temperature ranges Days from To Weekdays 24 Hours/Day 72 76 260 Weekends 24 Hours/Day 72 76 105 Honeywell FASER auditing procedures will apply to compare ongoing operation to the B,se Year. ENERGY AUDIT PROCEDURE HONEYWELL AUTOMATION SYSTEM Community Center 111W. I.ugonia Base Year Occu .ancv: Weekdays 0630 - 2100 Saturdays 0730 - 1800 Sundays 1200 - 2000 Page 57 of 70 Base Year & Proposed Hours of Occupancy within these temperature ranges Days from To Weekdays 9 a.m. - 9 p m. 72 76 250 Saturday 9 a.m. - 6 p.m. 72 76 48 Honeywell FASER auditing procedures will apply to compare ongoing operation to the Base Year. Joslyn Senior Center 21 Grant St. Base Year Hours of Occupancy: Monday, Wednesday, Friday 0800 - 2100 Tuesday, Thursday 0800 - 1700 Sunday 1300 - 1600 Proposed Hours of Occupancy within these temperature ranges Days from To Weekdays 9 a.m. - 3 p.m. 72 76 250 Evenings 7 p.m. - 10 p.m. 72 76 150 Sunday 1 p.m. - 5 p.m. 72 76 48 Honeywell FASER auditing procedures will apply to compare ongoing operation to the Base Year. Waste Water Treatment Plant B. Variable Speed Drive Controllers Cit 's Pro'ected - Constant Speed Application Tot HP Operating Hrs % Speed % Load DO Blowers 500 8760 100 100 Final 100 8760 100 100 Effluent Pump Station Influent 40 8760 100 100 Pump Station Page 58 of 70 DO Blowers City's Projected Operation: (Constant Volume) (250 HP)x(2)x(0.746 KW/HP)x(8760 HP)x (1,00 Load Factor) = 3,267,482 KWH/Yr. ($351,907/Yr.) Proposed Operation: (Variable Speed) (250 HP)x(3)x(0.746 KW/HP)x(8760 Hr.)x (0.284 Power Conversion Factor at Reduced Speeds) = 1,393,129 KWH/Yr. ($150,040/Yr.) Final Effluent Pump Station City's Projected Operation: (Constant Volume) (100 HP)x(1)x(0.746 KW/HP)x(8760 Hr.)x (0.90 Load Factor) = $522,788 KWH/Yr. ($56,304/Yr.) Proposed Operation: (Variable Speed) (100 HP)x(2)x(0.746 KW/ITP)x(8760)x (0.343 Power Conversion Factor at Reduced Speeds) =448,294 KWH/Yr. (48,281/Yr.) Influent Pump Station City's Projected Operation: (Constant Volume) (20 HP)x(1)x(0.746 KW/HP)x(8760)x (0.729 Power Conversion Factor at Reduced Speeds - Existing P-4 with VSD) = 95,280 KWH/Yr. ($10,262/Yr.)* (20 HP)x(1)x(0,746 KW/HP)x(2920 Hr.) (100 Power Conversion Factor of Bendix Drive) = 43,566 KWH/Yr. ($4,692/Yr.) Total Projected = 138,846 KWH/Yr. ($14,953/Yr.) Proposed Operation: (Variable Speed) (20 HP)x(1)x(0.746 KW/1-1P)x(8760 Hr.)x (0.412 Power Conversion Factor at Reduced) = 53,848 KWH/Yr. ($5,799/Yr.)* (20 HP)x(1)x(0.746 KW/HP)x(2920 Hr.)x (.421 Power Conversion Factor at Reduced Speeds) = 18,341 KWH/Yr. ($1,975rYr.)* Total Proposed = $72,189 KWH/Yr. ($7,774/Yr.)* Page 59 of 70 (*) Calculations are based on effective energy cost of 1077/KWH which may be adjusted with changes in SCE TOU-8 utility billing structure. City's personnel will be responsible for noting VFD run data (at data loggers) with readings forwarded to Honeywell on a monthly basis. C. Booster Pump Conversion Water Department Booster Pump Station #2330 conversion to electric motor drive with electronic variable speed control (eddy current type). 1. For existing engine-driven pump, calculate cost per pumped gallon by: (Therms/Min. consumed by engine at rated flow) x ($/Therm) - (Rated Pump GPM) - Baseline $ per gallon. 2. For new VSD installation, calculate equivalent cost per pumped gallon by: (Total pump operating electrical cost) - (Total number of gallons pumped for the period) = Actual $ per gallon. 3. Calculate Net Savings: [(Baseline $ per gallon) - (Actual $ per gallon)] x (Actual gallons pumped for period) = $ Savings. 4. Honeywell FASER auditing procedures will apply to compare ongoing operation to the Base Year. D. Lighting Existing Lamp/Ballast Watts x Burn Hours x S/KWH = Cost 1000 Proposed Lamp/Ballast Watts x Burn Hours x S/KWH = Cost 1000 Existing - Proposed Savings Total First Year Savings will be $94,059.00. E. Liquid Pressure Amplifier (LPA) System for Chiller System The LPA is installed in the refrigerant liquid line to eliminate flash gas entering the thermal expansion valve of the evaporator. In so doing, the evaporator performs more efficiently (net increase in cooling capacity) and compressor work is reduced, thereby reducing cost per ton of cooling. Page 60 of 70 11 Municipal Leasing Associates, Inc. 26565 W.Agoura Rd., Suite 201 .Calabasas,CA 91302.(818)8781980.Fax(818)878-1981 November 5, 1992 City Clerk's Office City of Redlands P.O. Box 3005 Redlands, CA 92373 Attn: City Attorney Re: Lease with Option to Purchase #92-108 dated August 19, 1992 ("Lease") Dear Sir or Madam: At the request of Ronald C. Mutter, Assistant City Manager/Public Works Director, enclosed is one original executed set of the referenced Lease documents. Please let me know if you have any questions regarding the enclosed. Very truly yours, Dixie M. Matte Manager of Administration DMM:dbm Encls. RED/442, \\A kirVzi 1#_1 - Far 40:4 (40FORO October 21 , 1992 Bill Morton Municipal Leasing Associates, Inc. 26565 W. Agoura Road, Suite 201 Calabasas CA 91302 LEASE REGARDING EQUIPMENT AT FIRE STATION NO. 2 Enclosed for your execution are the two original copies of the lease and supporting documents between the City of Redlands and Municipal Leasing Associates, Inc. regarding the Honeywell project at Fire Station No. 2 . Please sign the documents and return one copy to the City Clerks office. The City Attorney is currently reviewing the documents and preparing the opinion statement. This document will be sent to you under separate cover. RONALD C. MUTTER Assistant City Manager/ Public Works Director rm encl P.O. BOX 3005 • REDLANDS, CA 92373 • $ 1111 LEASE WITH OPTION TO PURCHASE #92-108 This LEASE WITH OPTION TO PURCHASE dated August 19 , 1992 ("Lease") is by and between MUNICIPAL LEASING ASSOCIATES, , INC. , ("CORPORATION") a corporation duly organized and operating under the laws of the State of California as lessor and the CITY OF REDLANDS, a political body duly organized and existing under the laws of the State of California ("CITY") as lessee. RECITALS: WHEREAS, the CITY deems it essential to acquire the property described herein for its own public purposes; and WHEREAS, it is intended that this Lease be treated as a tax-exempt obligation of the CITY for federal income tax purposes; and WHEREAS, the CITY and CORPORATION agree to mutually cooperate now and hereafter, to the extent possible, in order to sustain the intent of this agreement and the bargain of both parties hereto. WITNESSETH: NOW, THEREFORE in consideration of the mutual covenants hereinafter set forth, the parties hereto agree as follows: 1. LEASE. CORPORATION hereby leases to CITY, and CITY hereby leases and hires from CORPORATION all property (hereinafter referred to as "Property") described in the schedule or schedules (hereinafter referred to collectively as "Schedule") executed by the parties concurrently herewith and hereafter and made a part hereof. 2 . TERM. The terms and conditions of this Lease shall become effective upon the authorized execution of the Lease by the parties hereto. The rental term of the Property leased hereunder commences and terminates on the dates specified in the applicable Schedule. 3 . COVENANTS OF CITY: CITY represents, covenants and warrants to CORPORATION that: (a) CITY is a political subdivision of the State of California with the power and authority to enter into this Lease. (b) CITY'S governing body has duly authorized the execution and delivery of this Lease and further represents and warrants that all requirements have been met and procedures followed to ensure its enforceability. (c) The Property being leased is essential to the CITY in the performance of its governmental functions and its estimated useful life in the CITY'S possession exceeds the term of the Lease. (d) Throughout the term of the Lease, the Property will be used for performing one or more governmental functions consistent with the permissible scope of CITY ' S authority. (e) Upon CORPORATION' S written request, CITY will provide CORPORATION with current financial statements including final budgets, interim reports and fiscal year end audited statements. (f) CITY shall cooperate with CORPORATION to comply with any and all reporting requirements including, but not limited to, those that are mandated by agencies of the United States of America or the State of California including the timely filing of IRS Form #8038- G or #8038-GC. (g) CITY covenants that it will not sublease the Property or assign the Lease in a manner that may result in the loss of federal tax exemption on the interest income portion of each rental payment. 4 . CORPORATION' S REPRESENTATIONS AND WARRANTIES. The CORPORATION represents and warrants to CITY that: (a) CORPORATION is duly organized, validly existing and in good standing under the laws of the State of California, with full corporate power and authority to lease and own real and personal property. (b) CORPORATION has full power, authority and legal right to enter into and perform its obligations under this Lease, and the execution, delivery and performance of this Lease have been duly authorized by all necessary corporate actions on the part of CORPORATION and do not require any further approvals or consents. (c) The execution, delivery and performance of this Lease do not and will not result in any breach of or constitute a default under any indenture, mortgage, contract, agreement or instrument to which CORPORATION or its property is bound. (d) There is no pending or, to, the knowledge of CORPORATION, threatened action or proceeding before any court or administrative agency which will materially adversely affect the ability of CORPORATION to perform its obligations under this Lease. 5 . PROPERTY ACQUISITION. CORPORATION hereby appoints CITY as its purchasing agent to acquire the Property leased hereunder and CITY hereby accepts said appointment (hereinafter "AGENCY") . The AGENCY is limited to i) negotiation of terms, conditions and acquisition cost of acquiring the Property from suppliers and contractors (collectively "SUPPLIER") selected by the CITY; ii) to the inspection and acceptance of Property upon its delivery and installation; and iii) to the exercise of any rights or remedies with respect to Property warranties or guarantees. All warranties and guarantees, either express or implied, that inure to CORPORATION by virtue of the AGENCY are hereby passed through to CITY to prosecute at CITY ' S sole discretion. The 2 terms and conditions of such Agency are more fully described in the Purchasing (Agency) Agreement dated the date hereof between CORPORATION and CITY, the terms of which are incorporated herein by reference. 6. LEASE PROCEEDS: Payment of Property costs by. the CORPORATION are subject to express written authorization of the DISTRICT. The monies available to pay the Property costs set forth on the Schedule are defined as the "Lease Proceeds". Disbursement of Lease Proceeds can be made either directly to the Supplier or as a reimbursement to the DISTRICT. In either case, disbursements may only be authorized' concurrent with or following the rM:Erl'IRCT/S final acceptance of the Property unless an "Advance Payment Agreement" setting forth terms and conditions of progress payments in advance of Property acceptance has been duly authorized and executed by the undersigned and made a part hereof. 7. RENTAL PAYMENTS. CITY SHALL PAY CORPORATION RENT IN THE AMOUNTS AND AT THE TIMES SET FORTH IN THE SCHEDULE, AT THE OFFICE OF CORPORATION OR ' TO `SUCH OTHER PERSON OR AT SUCH OTHER PLACE` AS CORPORATION MAY FROM TIME TO TIME DESIGNATE IN WRITING. Should CITY fail to pay any part of the rent herein reserved within fifteen (15) days from the due date thereof, CITY shall upon CORPORATION'S written request, pay interest on such delinquent payment front the date said payment was due until paid at the rate of twelve percent (12%) per annum or the maximum legal rate, whatever is less. CITY shall pay rent exclusively from legally available funds, in lawful money of the United States of America to CORPORATION or, in the event of assignments by CORPORATION, to its assignee. The obligation of CITY to pay rent hereunder shall constitute a current expense of ;CITY and shall not ' in any way be construed to be a debt of CITY in contravention of any applicable constitutional or statutory limitations or requirements concerning the creation of indebtedness by CITY, nor shall anything contained herein constitute a pledge of the general tax revenues of CITY. Subject to the Paragraph herein entitled "EARLY TERMINATION" , the obligation to pay rent will be absolute and unconditional in all events, and will not be subject to set-off, defense, abatement, reduction, counterclaim, or recoupment for any reason whatsoever. 3. SECURITY INTEREST. As security for the payment of all of CITY's obligations hereunder, CITY grants CORPORATION, its successors or assigns, a security` interest in the Property, its accessions and attachments. CITY agrees to execute such additional documents, including financing statements, which CORPORATION deems necessary or appropriate to establish and maintain its security interest or the security interest of the CORPORATION'S assignee. 9. USE. CITY shall use the Property in a careful and proper manner and shall comply with and conform to all national, state, municipal, police, and other laws, ordinances, and regulations in anyway relating to the possession, use, or maintenance of the Property. If, at any time during the term hereof, CORPORATION supplies CITY with labels, plates, or other markings stating that the 3 Property is owned by CORPORATION, CITY shall affix and keep the same upon a prominent place on the Property. 10. ACCEPTANCE. CITY shall acknowledge receipt and inspection of the Property by executing a Certificate of Acceptance. 11. CORPORATION' S INSPECTION. Upon forty-eight (48) hours prior notice, CORPORATION shall at any and all times during normal business hours have the right to enter into and upon the premises where the Property is located for the purpose of inspecting the same or observing its use. CITY shall give CORPORATION immediate notice of any attachment or other judicial process affecting any item of Property. 12 . PROPERTY SELECTION. CITY HAS OR WILL SELECT THE TYPE AND QUANTITY OF THE PROPERTY PURSUANT TO THE AGENCY. CORPORATION SHALL NOT BE LIABLE FOR, NOR SHALL THE VALIDITY OF THIS LEASE BE AFFECTED BY, ANY DELAY IN OR FAILURE OF DELIVERY OF SAID ORDERED PROPERTY. CORPORATION SHALL HAVE NO DUTY TO INSPECT THE PROPERTY. IF THE PROPERTY IS NOT PROPERLY INSTALLED, DOES NOT OPERATE AS REPRESENTED OR WARRANTED BY THE SUPPLIER, OR IS UNSATISFACTORY FOR ANY REASON, CITY SHALL MAKE ANY CLAIM ON ACCOUNT THEREOF SOLELY AGAINST SUPPLIER. CITY HEREBY ASSUMES THE RISKS, BURDENS, AND OBLIGATIONS TO SUPPLIER ON ACCOUNT OF NONACCEPTANCE OF THE PROPERTY AND/OR CANCELLATION OF THE LEASE AND UPON THE OCCURRENCE OF ANY SUCH EVENT, CORPORATION WILL ASSIGN TO CITY, WITHOUT RECOURSE OR WARRANTY, ITS RIGHTS AND TITLE TO THE PROPERTY AND ANY DOCUMENTS RELATED THERETO. 13 . DISCLAIMER OF WARRANTY. CORPORATION NOT BEING THE MANUFACTURER OR SUPPLIER OF THE PROPERTY NOR A DEALER IN SIMILAR PROPERTY, HAS NOT MADE AND DOES NOT MAKE ANY REPRESENTATION, WARRANTY, OR COVENANT, EXPRESS OR IMPLIED, WITH RESPECT TO THE DESIGN, DURABILITY, FITNESS FOR USE, SUITABILITY, OR MERCHANTABILITY OF THE PROPERTY IN ANY RESPECT, AND AS BETWEEN CORPORATION AND CITY, ALL PROPERTY SHALL BE ACCEPTED AND LEASED BY CITY "WHERE IS, " "AS IS, " AND "WITH ALL FAULTS, " AND CORPORATION SHALL NOT BE RESPONSIBLE FOR ANY PATENT OR LATENT DEFECTS THEREIN. CITY AGREES TO SETTLE DIRECTLY SUCH CLAIMS WITH THE SUPPLIER AND WILL NOT ASSERT ANY SUCH CLAIMS AGAINST CORPORATION. 14 . ALTERATIONS AND ATTACHMENTS. Legal title to all additions and improvements made to the Property shall vest in the CORPORATION. Title to separately identifiable attachments acquired by the CITY and added to the Property shall remain with the CITY so long as CITY agrees to remove the attachment and restore the Property to its original condition if and when the Property may be returned to the CORPORATION. 15 . RELOCATION. CITY shall not relocate the Property without the prior written consent of the CORPORATION which will not be unreasonably withheld. The CITY assumes all risks of loss to the Property attendant to its movement and relocation. Each location of the Property shall be subject to the full control of the CITY for its 4 governmental purpose. Nothing contained in this Paragraph shall impair DISTRICT'S rights or remedies against the Supplier, manufacturer or insurer of the Property in the event of loss of or damage to the Property. 16. REPAIRS. CITY, at its own cost and expense, shall furnish all labor and materials to maintain the Property in good repair, condition, and working order. 17 . RISK OF LOSS; DAMAGE OR DESTRUCTION. With the exception of acts resulting from misconduct or gross negligence by the CORPORATION, its agents and representatives, CITY hereby assumes and shall bear the entire risk of loss and damage to the Property from any and every cause whatsoever. No loss or damage to the Property or any part thereof shall impair any obligation of CITY under this Lease which shall continue in full force and effect. 18 . PHYSCIAL DAMAGE/PUBLIC LIABILITY INSURANCE. CITY shall keep the Property insured against all risks of loss or damage from all insurable risks for not less than the full replacement value thereof as determined by CORPORATION, and CITY shall carry public liability and property damage insurance covering the Property. All said insurance shall be in form and amount and with companies approved by CORPORATION and shall name CORPORATION as an additional insured. CITY shall pay the premiums therefore and deliver certification of said policies to CORPORATION. Each insurer shall agree, by endorsement upon the policy or policies issued by it or by independent instrument furnished to CORPORATION, that it will give CORPORATION thirty (30) days ' written notice before the policy or policies shall be altered or cancelled. The proceeds of such insurance, at the option of CITY, shall be applied: (a) toward the replacement, restoration, or repair of the Property, or (b) toward payment of the total remaining obligations of CITY hereunder. Should CITY replace, restore, or repair the Property as set out in option (a) above, this Lease shall continue in full force and effect. Subject to prior written consent of CORPORATION, CITY may self-insure up to specified limits as evidenced by a rider of self insurance to be attached hereto (providing that all policies of self-insurance shall be governed by the provisions under this Lease respecting cancellation and modification and payment of losses to CORPORATION and its assignee as their respective interests may appear. ) 19 . TAXES. CITY shall promptly pay all fees, assessments, charges, and taxes (municipal, state and federal) which may now or hereafter be imposed upon the ownership, leasing, renting, sale, possession, or use of the Property, excluding, however, all taxes on or measured by CORPORATION' S income or the income of CORPORATION' S assignee. 20 . INDEMNITY. To the extent the law allows, CITY shall indemnify CORPORATION against and hold CORPORATION harmless from any and all claims, actions, suits, proceedings, costs, expenses, damages, and liabilities, including attorneys ' fees, arising out of, connected with or resulting from the selection, possession, use, operation, or 5 return of the Property excepting that the CITY shall not be required to indemnify the CORPORATION in the event that such liability or damages are caused by the negligent or intentional misconduct of the CORPORATION, its agents or representatives. 21. EVENTS OF DEFAULT. The term "Event of Default" , as used in this Lease, means the occurrence of any one or more of the following events: (a) CITY fails to make any rental payment (or any other payment) within fifteen (15) days after the due date thereof or CITY fails to perform or observe any other covenant, condition or agreement to be performed or observed by it hereunder and such failure to either make the payment or perform the covenant, condition or agreement is not cured within ten (10) days after written notice thereof by CORPORATION; (b) the discovery by CORPORATION that any statement, representation or warrant made by CITY in this Lease, any Lease Schedule or in any document ever delivered by CITY pursuant hereto or in connection herewith is false, misleading or erroneous in any material respect; (c) CITY becomes insolvent, is unable to pay its debts as they become due, makes an assignment for the benefit of creditors, applies or consents to the appointment of a receiver, trustee, conservator or liquidator of CITY or of all or a substantial part of its assets, or a petition for relief is filed by CITY under federal bankruptcy, insolvency or similar laws. 22 . REMEDIES. Upon CITY 'S failure to cure an Event of Default within ten (10) days after CORPORATION' S written notice thereof, CITY ' S rights under the Lease shall terminate and CORPORATION will become entitled to retain all rentals previously paid and to recover all past due payments together with interest thereon to the end of the CITY ' S current fiscal year. CORPORATION may pursue all of its available remedies at law and in equity including, but not limited to, the repossession and sale of the Property. No right or remedy conferred upon CORPORATION is exclusive of any other right or remedy, but each shall be cumulative of every other right or remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise, and may be enforced concurrently therewith or from time to time; provided, however, that notwithstanding any provisions to the contrary herein, the CORPORATION shall not under any circumstances have the right to accelerate the rental payments that fall due in future rental periods or otherwise declare any rental payments not then in default to be immediately due and payable. 23 . NON-WAIVER. No covenant or condition of this Lease can be waived except by the written consent of CORPORATION. Forbearance or indulgence by CORPORATION in any other manner shall not constitute a waiver of the covenant or condition in question. Until performance by CITY of said covenant or condition is complete, CORPORATION shall be entitled to invoke any remedy available to CORPORATION under this Lease or by law or in equity despite said forbearance or indulgence. 24 . ASSIGNMENT. Without the prior written consent of CORPORATION, CITY shall not (a) assign, transfer, pledge, or hypothecate this Lease, the Property, or any part thereof, or any interest therein, or (b) sublet or lend the Property or any part 6 thereof, or permit the Property or any part thereof to be used in a material way by anyone other than CITY or CITY' S employees. Consent to any of the foregoing prohibited acts applies only in the given instance and is not a consent to any subsequent like act by CITY or any other person. CORPORATION shall not assign its obligations under this Lease with the exception of its obligation to issue default notices and its obligations pursuant to the Paragraph herein entitled "Release of Liens" . CORPORATION may assign its right, title and interest in this Lease, the rentals and other amounts due hereunder and the Property in whole or in part to one or more assignees or subassignees at any time, without the consent of CITY. CORPORATION or its assignee may also assign all of its rights, title and interest in and to this Lease, the rental payments and other amounts due hereunder to an agent on behalf of owners of certificates of participation which may be issued by such agent in this Lease. CITY shall cooperate with CORPORATION or its assignee either now or hereafter by acknowledging any agreement relating thereto which in no way will alter or affect the terms and conditions of this Lease and the assignment of the Lease by CORPORATION. No such assignment shall be effective as against CITY unless and until the CORPORATION shall have filed with CITY a notice of the assignment. CITY shall pay all rentals due hereunder to or at the direction of CORPORATION or assignee named in the most recent notice of assignment filed with CITY. During the Lease term, CITY shall keep a complete and accurate record of all such notices of assignment. Subject always to the foregoing, this Lease inures to the benefit of, and is binding upon, the heirs, legatees, personal representatives, successors, and assigns of the parties hereto. 25. OWNERSHIP. The Property is and shall at all times be and remain the sole and exclusive property of CORPORATION, and the CITY shall have no right, title, or interest therein or thereto except as expressly set forth in the Paragraph herein entitled "Purchase Option" . 26. PERSONAL PROPERTY. The Property is and shall at all times be and remain personal property notwithstanding that the Property or any part thereof may now be or hereafter become in any manner affixed or attached to or imbedded in, or permanently resting upon, real property or any building thereon, or attached in any manner to what is permanent as by means of cement, plaster, nails, bolts, screws or otherwise. 27 . PURCHASE OPTION. If CITY is not in default of any term condition or payment specified hereunder, CITY may exercise options to prepay the Lease and purchase not less than all of the Property in "as-is" and "where-is" condition on the specified dates and for the specified amounts set forth in the applicable Schedule annexed hereto. Each purchase option payment specified for a particular date is inclusive of the rental payment due on the same date. 28 . RELEASE OF LIENS. Upon the CITY either making all of the rental payments scheduled herein or making a purchase option payment, the CORPORATION, its successors or assigns shall cause i) legal title to the Property to be transferred to the CITY and ii) the release of 7 all liens, encumbrances or security interests on the Property created pursuant to the CORPORATION' S rights under this Lease. 29 . EARLY TERMINATION. Upon written notice to CORPORATION given not later than thirty (30) days prior to the end of any fiscal year of CITY, CITY may terminate the Lease in its entirety as of the end of that fiscal year based solely upon the CITY ' S failure to appropriate funds for the subsequent years ' rental payment (s) after exercising reasonable efforts to appropriate funds from any and all of its legally available sources. Upon termination of the Lease due to CITY ' S failure to budget and appropriate funds, CITY, at its expense, shall redeliver the Property to the CORPORATION at a location within the State of California designated by CORPORATION in as good a condition as when received, normal wear and tear excepted. If CITY terminates the Lease, CORPORATION may retain all amounts previously paid by CITY and may collect and retain any amounts due and unpaid to the end of the CITY ' S then current fiscal year. 30. EXTRAORDINARY COSTS. In the case of litigation, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including attorneys ' fees, incurred by the prevailing party in exercising any of its rights or remedies hereunder or enforcing any of the terms, conditions, or provisions hereof. 31. SEVERABILITY. If any provision of this Lease shall be held invalid or unenforceable by a court of competent jurisdiction, such holdings shall not invalidate or render unenforceable any other provision of this Lease, unless elimination of such provision materially alters the rights and obligations embodied in this Lease. 32 . ENTIRE AGREEMENT. This Lease, the Schedule, and any agreements that specifically refer to this Lease that are duly executed by authorized agents of the parties hereto constitute the entire agreement between CORPORATION and CITY, and it shall not be further amended, altered, or changed except by a written agreement that is properly authorized and executed by the parties hereto. 33 . NOTICES. Service of all notices under this Lease shall be sufficient if given personally or mailed to the ,party involved at its respective address hereinafter set forth or at such address as such party may provide in writing from time to time. Any such notice mailed to such address shall be effective when deposited in the United States mail, duly addressed and with postage prepaid. 34 . TITLES. The titles to the paragraphs of this Lease are solely for the convenience of the parties and are not an aid in the interpretation thereof. 35 . TIME. Time is of the essence in this Lease and each and all of its provisions. 8 36. LEASE INTERPRETATION. This Lease and the rights of the parties hereunder shall be determined in accordance with the laws of the State of California. IN WITNESS WHEREOF, the parties hereto have caused their authorized agents to execute this Lease on the dates specified below. MUNICIPAL LEASING ASSOCIATES, INC. CITY OF REDLANDS 26565 West Agoura Road, Suite 201 30 Cajun Street Calabasas, CA 91302 Redlands, CA 92373 (lessor) lesseelf By .A0C , - ,e-, , .. ,..4.-- --„, By Title ---7,// - z,--_e-ez i --„, -17, Tiayor- -/4--1 M Date €-2/4: 2- Date October 20, 1992 ATTEST: 7-----, 1-----N ,—/ .-4 4 LorrielPoyzer/ . ty Clerk ? .-.) ( 9 LEASE SCHEDULE #92-108 This Schedule is issued pursuant to the Lease with Option to Purchase dated as of August 19 , 1992 by and between the undersigned. A. Property Location: 5-Ton Packaged Air 150-HP standard, vertical in-line Conditioning Unit at: motor with new gearbox adaptor: Fire Station #2 Water Booster Station #2330 1690 Garden St. Redlands, CA B. Property Description: Furnish and install 5-Ton packaged air conditioning unit, and a new 150-HP standard, vertical in-line motor and new gearbox adaptor for existing water pump. C. Name and Address of Supplier: Honeywell, Inc. 302 S. Milliken Avenue, Suite A Ontario, CA 91761 D. Property Cost Summary: Property Cost: 5-Ton packaged air conditioning unit including installation: $14 , 641. 00 150-HP inline motor, new gearbox adaptor including installation: $38, 285 . 00 Sales Tax: Included Lease Proceeds: $52 ,926. 00 E. Lease Term. The full term of this Schedule is eighty-four (84) months commencing on the date the CITY acknowledges acceptance of the Property and concluding eighty-four (84) months thereafter. F. Payments of Rent. Rent Payments for this Schedule are due in fourteen (14) consecutive semi-annual payments in arrears in accordance with the Payment Schedule herein. Each payment includes interest at the rate of 7 . 25% per annum on the unpaid principal balance. G. Lease Acquisition Cost. The cost for the CITY to acquire the Property over the full specified term of this Schedule is $68, 420 . 80. G. Payment Schedule: Payable semi-annually in arrears. #92-108 PMT Due Date (1)Rent (2)Purchase To To # Option Principal Interest 1 $4, 887 . 20 $56, 843 $2,968 . 63 $1, 918 .57 2 4,887 . 20 53 , 644 3, 076.25 $1,810.95 3 4, 887 . 20 50, 328 3 , 187.76 $1, 699 .44 4 4 ,887 .20 46, 893 3 , 303 . 32 $1,583 .88 5 4, 887 . 20 43 , 333 3 , 423 . 06 $1,464 . 14 6 4, 887 . 20 39, 644 3 , 547. 15 $1, 340. 05 7 4 ,887 . 20 35, 821 3 , 675.73 $1, 211.47 8 4 , 887 . 20 31, 860 3 , 808 .98 $1, 078 . 22 9 4, 887 . 20 27,755 3 , 947.05 $940. 15 10 4, 887 . 20 23 , 501 4, 090. 13 $797 . 07 11 4, 887 . 20 19, 093 4 , 238 .40 $648 .80 12 4 , 887 . 20 14, 525 4 , 392 . 04 $495. 16 13 4, 887 . 20 9 ,792 4 , 551.25 $335.95 14 4, 887 . 20 4 , 887 4 ,716.25 170.95 TOTALS: $68,420 . 80 $52 , 926. 00 $15,494 .80 (1) Refer to the paragraph in the Lease entitled "Release of Liens. " (2) Refer to the paragraphs in the Lease entitled "Purchase Option" and "Release of Liens. " Approved and agreed to: MUNICIPAL LEASING ASSOCIATES, INC. CITY OF REDLANDS (lessor) (lessee) s. TitleBy . ��' / :,,,,,, t :2, _ Title ---� Mayor Date Date October 20, 1992 ATTEST: , N. - , / _ ,--- _ii Lorri e Poyzer.7rR' 1 Imo' PURCHASING (AGENCY) AGREEMENT #92-108 This Purchasing Agreement ("Purchasing Agreement") is entered into pursuant to that certain Lease with Option to Purchase dated August 19 , 1992 (the "Lease") by and between MUNICIPAL LEASING ASSOCIATES, INC. ("CORPORATION") as lessor and CITY OF REDLANDS ("CITY") as lessee. For the purposes of this Purchasing Agreement, capitalized terms used herein shall have the same meanings as in said Lease. WHEREAS, the Lease contemplates that CORPORATION shall acquire ownership of certain Property specified in the Lease Schedule for lease and sale to the CITY; and WHEREAS, CORPORATION and CITY deem it appropriate and convenient that CITY acting as CORPORATION'S agent, from time to time, be responsible for the ordering of the Property generally described as furnishing and installing a 5-Ton packaged air conditioning unit, and a new 150-HP standard, vertical in-line motor and new gearbox adaptor for existing water pump. WHEREAS, this Purchasing Agreement is in addition to and not in substitution of any Lease provisions. NOW, THEREFORE, CORPORATION and CITY agree as follows: 1 . CITY is appointed a special purchasing agent and attorney- in-fact to order the Property in the name and on behalf of CORPORATION. This appointment and authorization is revocable at any time by CORPORATION, without notice to CITY, but shall otherwise expire nine (9) months from the Lease date unless otherwise renewed by written amendment to this Purchasing Agreement. 2 . CITY shall receive no compensation hereunder. 3 . This authority and appointment is limited to $52, 926 . 00 of aggregate Property cost unless said amount is increased pursuant to written approval by the CORPORATION 4 . CITY shall notify CORPORATION in writing of the Property ordered by CITY and shall indicate the Property Cost (including price, sales and other taxes, transportation charges and installation costs) . Upon CORPORATION' S receipt of invoices for Property ordered, CORPORATION will prepare a Lease Schedule and forward to CITY for execution. Upon CITY ' S acceptance of the Property in working order and CORPORATION'S receipt of the Lease Schedule signed by the CITY, CORPORATION will promptly pay the Supplier of the Property and/or reimburse to CITY the sums of money it has previously paid the Supplier(s) on behalf of the CORPORATION. Reimbursement of prior expenditures by the CITY are subject to the CITY 'S compliance with United States Treasury Regulations Section 1. 103-18 that are generally described as follows: (a) The CITY has declared in a timely manner its "Official Intent" to be reimbursed for its prior expenditures related to the Property described above. (b) The reimbursement from the Lease proceeds will occur on or before the later of the date one (1) year after the expenditure was paid or the date one (1) year after the Property was placed in service. (c) The reimbursement expenditure is considered by the CITY to be a capital expenditure. 5 . This Purchasing Agreement applies only as stated herein and shall not be deemed to create any joint venture or enterprise between CORPORATION and CITY. 6. This Purchasing Agreement is supplementary to the terms and conditions of the Lease and it forms a part thereof. IN WITNESS WHEREOF, the parties hereto have executed this Purchasing Agreement by their authorized officers as of the dates so indicated under their respective signatures. MUNICIPAL LEASING ASSOCIATES, INC. CITY OF REDLANDS (lessor) (lessee) y g Charles G. DeMirjyn B y TitleAeee , Title Mayor >t Date lOwbvc Date g tob-r 20, 1992 ATTEST: By Zr Poyzeity Clerk NOTICE OF ASSIGNMENT #92-108 MUNICIPAL LEASING ASSOCIATES, INC. (the "ASSIGNOR") hereby gives notice to CITY OF REDLANDS ("CITY") of an assignment by ASSIGNOR over to FLEXXIBLE STRUCTURES DEFINED BENEFIT PENSION TRUST, (the "ASSIGNEE") in which (i) ASSIGNOR assigns to ASSIGNEE all of its rights, title and interest in and to that certain Lease with Option to Purchase #92-108 dated as of August 19, 1992 (the "Lease") as it relates specifically to Lease Schedule #92-108 annexed thereto; (ii) ASSIGNOR assigns to ASSIGNEE all of its rights in and to the rental payments and other amounts due or coming due from Lease Schedule #92- 108 commencing with the first scheduled rental payment; and (iii) ASSIGNOR assigns to ASSIGNEE all other payments or amounts resulting from the Lease as it relates specifically to Lease Schedule #92-108 . CITY is instructed to pay and remit rental payments to FLEXXIBLE STRUCTURES DEFINED BENEFIT PENSION TRUST, P.O. Box 2887, El Cajon, CA 92021. MUNICIPAL LEASING ASSOCIATES, INC. (ASSIGNOR) ,/ By Title Date ACKNOWLEDGMENT OF ASSIGNMENT CITY OF REDLANDS hereby acknowledges receipt of the Notice of Assignment #92-108 by MUNICIPAL LEASING ASSOCIATES, INC. assigning over to FLEXXIBLE STRUCTURES DEFINED BENEFIT PENSION TRUST all right, title and interest in and to that certain Lease with Option to Purchase #92-108 dated as of August 19, 1992 as it relates to Lease Schedule #92-108, rental payments coming due under Lease Schedule #92- 108 commencing with the first scheduled rental payment and all other amounts payable under the Lease as it relates to Lease Schedule #92- 108 . CITY OF nplANps 11/, , )// /4/ ,21, A By Aleriarstei T Mayor Date Ociolor 20 , 1992 ATTEST: By , torrfe ;Poyzer, 4 Clerk CERTIFICATE OF ACCEPTANCE #92-108 This Certificate of Acceptance is issued pursuant to the Lease with Option to Purchase dated as of August 19, 1992 ("Lease") between the CITY OF REDLANDS ("CITY") as lessee and MUNICIPAL LEASING ASSOCIATES, INC. ("CORPORATION") as lessor. CITY hereby acknowledges as of the date specified below, the constructive receipt and acceptance of the Property described on Lease Schedule #92-108 . If applicable, specific Property identification or serial numbers are given below or attached hereto. CITY hereby certifies that the Property has been inspected, is now in CITY's possession and is in good order and repair (subject to any undischarged vendor/contractor warranty obligations) . CITY further certifies that no event has occurred and is continuing which constitutes, or would constitute, an event of default but for any requirement of notice or lapse of time or both. Property Acceptance Date: October 20 , 1992 . Identification/Serial numbers: IN WITNESS WHEREOF, the CITY's authorized agent confirms the Property acceptance date and any applicable interim rent as specified above by executing this Certificate of Acceptance. CITY OF REDLANDS (lessee) By Charles G. DeMirjyn (authorized agent) Title Mayor Signature ATTEST: By Lorrie Foyzer, Clerk Proposal No. : 921-12006 921-82-12110 HONEYWELL CBG SERVICES Date: March 12, 1992 By and between: Home & Building Controls City of Redlands Honeywell Inc. and (CLIENT) 302 S. Milliken Ave. , Ste. A 30 Cajon St. Ontario, CA 91761 Redlands , CA 92374 Honeywell shall perform according to the terms and conditions on the pages attached and listed below: Type of Service: Comprehensive Municipal Services Price: See Page 65 of 70 . Invoicing and Payment Terms: See Page 65 of 70 . In all cases, payment is due net 30 days . Client agrees to execute third party lease purchase documents, to fund the purchase of the equipment described herein, and have funds available for progress payments commencing April 1 , 1992 . This proposal is effective through March 30 , 1992 . This proposal and the pages attached shall become a contract only upon signature below in space titled "Approved for Honeywell Inc. " and upon continuance of credit approval by Honeywell . No waiver, change, or modification of any terms or conditions on this agreement shall be binding on Honeywell unless made in writing and signed by an officer or authorized manager of Honeywell . 7 HONEYWELL INC. CLIENT: - 1 / ;,. __,1,/ fi ,,tt,:i „..... , , -,„,,, ,,, , City of Redl/ p4s John Buckingham/Chuck Webb Sr. Engineer/Govt. Market Specialist By/t, -1.---- / Signature ,/L,-. J Apploved for .neYwell Inc. Layor X/ Title By At.A, -ALA. . A March 24 , 1992 Brnch Manage Date ATTET : Page 1 of 70 _ City -C erk / INDEX TOPIC PAGES Standard Terms and Conditions of Sale 3 - 7 Honeywell Retrofit Services 8 - 17 Servicenet Monitoring Services 18 - 20 Honeywell Preferred Maintenance Services HVAC System 21 - 22 Honeywell Indoor Air Quality Diagnostics 23 - 24 Honeywell Water Treatment Services 25 - 26 List of Maintained Equipment 27 - 49 Honeywell Preferred Maintenance Services Irrigation Management System 50 - 53 Energy and Operational Guarantee 54 - 67 Financial Components . . . . . . . . . . . . . . . . 68 - 70 STANDARD TERMS AND CONDITIONS OF SALE 1 . TERMS OF PAYMENT. Owner agrees to make payments of the contract price as follows : INSTALLATION WORK: Reference page 8 of the contract. Also reference the third party lease purchase documents supplied by Municipal Leasing Associates. MAINTENANCE CONTRACTS: Payment for maintenance services are required in advance of performing maintenance. Invoices will be issued 30 days in advance of the due date. City agrees to pay Honeywell the amount due prior to or on the due date. Honeywell will be billing the City for maintenance on a quarterly basis. OTHER TERMS OF PAYMENT: (a) This order is subject to approval and continuance of approval of credit by Honeywell . (b) All payments shall be in legal currency of the United States. (c) Owner agrees that a check bearing the legend "Payment in full" or such conditional or restrictive legend shall be accepted by Honeywell only as payment on account unless Owner shall mail such check to Credit Manager, Commercial Buildings Group, Honeywell Plaza, Minneapolis , MN 55408, together with a written explanation of the reason for the proposed payment, and check is subsequently accepted and endorsed by the Credit Manager. (d) If any payments to Honeywell are not made by Owner as provided herein, Owner shall pay Honeywell all reasonable costs incurred by Honeywell in collecting such balance, including, without limitation, collection agency and attorney's fees, service of process fees, and court costs. (e) Honeywell shall be entitled to interest at maximum allowable legal rate, on all amounts remaining outstanding 10 days beyond the due date. 2 . CUSTOMER WARRANTY. Commercial Buildings Group replaces or repairs any product that fails within the guarantee period (one year) because of defective workmanship or materials. The failure must not result from customer negligence, or from fire, lightning, water damage, or other acts of God. The customer warranty applies to both Honeywell-manufactured and outside-purchased ( for resale) products. The warranty effective date is the date of customer acceptance, the date the job is finaled, or the date the customer begins to receive beneficial use of the product, whichever comes first. Page 3 of 70 STANDARD TERMS AND CONDITIONS OF SALE 3 . SOFTWARE LICENSE. All software provided in connection with the above quote shall be licensed and not sold. The end user of the software will be required to sign a license agreement with provisions such as limiting use of the software to the equipment provided under these specifications, limiting copying, preserving confidentiality, and prohibiting transfer to a third party. License of this type are standard for computer based equipment of the type covered by this quotation. Software provided to operate the Honeywell Servicenet monitoring equipment is proprietary and shall remain the property of Honeywell . 4 . PATENTS. The Company agrees that it will at its own expense defend any suit that may be instituted against the Purchaser for alleged infringement of United States patents relating to products of Company manufacture furnished the Purchaser hereunder, provided such alleged infringement shall consist only in the use of such product by itself and not as a part of any combination of other devices and/or parts, and provided the purchaser gives the Company immediate notice in writing of any such alleged infringement and of the institution of any such suit and permits the Company, through its counsel , to answer the charge of infringement and to defend such suit, and provided the Purchaser gives all needed information, assistance and authority to enable the Company to do so, and thereupon in case of a final award of damages in any such suit the Company will pay such award, but shall not be responsible for any settlement made without its written consent. 5 . DELIVERY, ETC. Delivery of equipment not agreed on the face hereof to be installed by or under supervision of the Company shall be F.O.B. at the Company factory, warehouse or office selected by the Company. Delivery of equipment agreed on the face hereof to be installed by or under supervision of the Company shall be C. I .F. at the site of installation. Honeywell has included the cost of delivery for all equipment that is furnished and installed by Honeywell under this contract. The Company shall not be liable for any delay in the production, delivery, supervision or installation of any of the equipment covered hereby if such delay shall be due to one or more of the following causes: fire, strike, lockout, dispute with workmen, flood, accident, delay in transportation, shortage of fuel , inability to obtain material, war, embargo, demand or requirement of the United States or any governmental or war activity, or any other cause whatsoever beyond the reasonable control of the Page 4 of 70 STANDARD TERMS AND CONDITIONS OF SALE Company. In event of any such delay, the date or dates for performance hereunder by the Company shall be extended for a period equal to the time lost by reason of the delay. 6 . DAMAGE OR LOSS. In the case of equipment not to be installed by or under the supervision of the Company, the Company shall not be liable for damage to or loss of equipment after delivery of such equipment to the point of shipment. In the case of equipment to be installed by or under supervision of the Company, the Company shall not be liable for damage or loss after delivery by the carrier to the site of installation; if thereafter pending installation or completion of installation or full performance by the Company, any such equipment is damaged or destroyed by any cause whatsoever, other than by fault of the Company, the Purchaser agrees promptly to pay or reimburse to the Company, in addition to or apart from any and all other sums due or to become due hereunder, an amount equal to the damage or loss so occasioned. 7 . CLAIMS FOR SHORTAGES. Each shipment shall be examined by the purchaser immediately upon his receipt thereof, and any claim for shortage or any other cause must be reported to the Company promptly after such receipt. 8 . TAXES. With regard to sales of equipment not installed by the Company, the amount of all present and future taxes and governmental charges upon the production, shipment, sale, installation or use of the equipment covered hereby shall be added to the price and paid by the Purchaser. With regard to contracts for the installation of equipment by the Company, the amount of any new or increased taxes or governmental charges upon labor or the production, shipment, sales, installation or use of the equipment covered hereby, which became effective after the date of the Company Proposal, shall be added to the Proposal price and paid by the Purchaser. 9 . OVERTIME. It is contemplated that any installation or supervision labor and services agreed on the face hereof to be performed by the Company are to be performed during regular working hours on regular working days. If for any reason the Purchaser requests the Company to furnish any such labor or services outside such regular working hours, any overtime or other additional expenses occasioned thereby shall be billed to and paid by the Purchaser as an extra. The existing scope of work and construction period described in this proposal will not require the City to pay overtime charges. Page 5 of 70 STANDARD TERMS AND CONDITIONS OF SALE 10 . WORK BY OTHERS. Absent contrary provisions on the face hereof , the following work is to be performed and the following items are to be furnished and installed by others: Electric wiring and electric wiring accessories, all in-line devices ( including, but not limited to, flow tubes, hand valves, orifice plates , orifice flanges, etc. ) , penetrations into pipes and vessels, flanges for mounting pressure and level transmitters , vacuum breakers, gauge glasses, water columns, panel foundations and riggings, steam tracings, and all other items and work of like nature. Automatic valve bodies and dampers are to be furnished by the Company, but installed by others. 11 . TERMS OF SALE. All Company proposals, all acceptances of Purchaser's orders, and all sales by the Company are expressly limited to, and expressly made conditional upon the Purchaser's acceptance and assent to the Standard Terms and Conditions of Sales as set forth herein, notwithstanding receipt of, or acknowledgment of, the Purchaser's order form or specifications containing additional or different provisions, or conflicting oral representations made by any agent or employee or the Company. No waiver, changer or modification of any terms or conditions on the face or reverse hereof shall be binding on the Company unless made in writing and signed by an officer or authorized manager of the Company. 12 . United States law prohibits disposition of these commodities to North Korea, North Vietnam, South Vietnam, Cambodia, or Cuba, unless otherwise authorized by the United States. 13 . In the event that a City building is vacated, sold to others or demolished (on a planned basis other than fire or casualty) , the following conditions apply: A. Honeywell will cease maintenance coverage on the vacated building upon written notice by the City. All Honeywell maintenance charges for the building will be stopped. B. Honeywell will reduce the energy and operational savings guarantee to reflect the effect of the vacated structure. C. The City will remain responsible for lease payments to Municipal Leasing Associates as per the terms of that separate agreement. Honeywell will assist the City to reuse Honeywell equipment should the City elect to remove the equipment prior to building demolition. Page 6 of 70 1 STANDARD TERMS AND CONDITIONS OF SALE 14 . Equipment Acceptance Procedure A. Honeywell shall provide delivery and acceptance certificates for each energy conservation and retrofit project, listing equipment installed. Customer shall inspect and promptly accept each project listed in the Retrofit Services section as it is installed. Customer will not delay or refuse to sign any delivery and acceptance certificate except for good cause. The parties' intention is that each project will be accepted and signed off as it is installed and made operational . B. The warranty for equipment provided will begin on the date Customer executes the delivery and acceptance certificates for each project. If the equipment is manufactured by others, the warranty terms are those specified in manufacturer's warranty. 15. Environmental Matters Customer represents that, except to the extent it has given Honeywell written notice if the following described materials prior to the execution of this Agreement, to the best of its knowledge, there is no asbestos, asbestos containing material , formaldehyde, or other potentially toxic or otherwise hazardous material contained in or on the surface of the floors, walls, ceiling, insulation or other structural components of the area of any building where work is required to be performed under this Agreement. If any such materials are in fact encountered by Honeywell employees, or by others, whether disclosed or not, during the course of Honeywell 's work, and such materials provide an unsafe condition, the discovery of such materials shall constitute a cause beyond Honeywell 's reasonable control and Honeywell shall have no obligation to, and shall not start or continue to perform its work under this Agreement until the area has been made safe by Customer, or its designated representatives. Customer shall indemnify and hold Honeywell harmless from and against any and all claims and the costs of such claims, including attorney fees, for damages for bodily injury and/or property damage, as well as delay or work stoppage, in any way connected with, caused by or resulting from such unsafe conditions, whether or not Customer pre-notifies Honeywell of the existence of the above described materials. Page 7 of 70 RETROFIT SERVICES The following items are included on all of the retrofit services on pages 9 to 17 : Complete engineering; - Complete installation; Complete equipment configurations; - Removal of existing equipment when being replaced by new; - Start-up, testing and system checkout; - Electrical runs and connections for new and replacement equipment; - Manufacturer's warranty and, where applicable, extended manufacturer's warranty; - Local permits. Page 8 of 70 RETROFIT SERVICES City Hall 1 . Replace existing 60 ton chiller with one ( 1 ) high efficiency 60 ton chiller. 2 . Replace one (1 ) existing Bryan F650 hot water boiler with one ( 1) high efficiency 650 , 000 Btu boiler. 3 . Furnish and install energy management system (see energy management point assignment on page 20 of 70 ) . 4 . Honeywell will furnish and install the following: ( 164 ) 4-Foot Tubes ( 82 ) 4-Foot Ballasts ( 8 ) 8-Foot Tubes ( 4) 8-Foot Ballasts ( 35) Incandescent Retrofit ( 2) Occupancy Sensor ( 56 ) Replacement Diffusers ( 76) Reflectors Redlands Plaza 1 . Replace two (2) existing 100-ton water cooled chillers with one ( 1) high efficiency 180 ton chiller. 2 . Furnish and install 31 valves and 31 thermostats controlling all fan coil units. 3 . Furnish and install energy management system (see energy management point assignment on page 20 of 70 ) . 4 . Honeywell will furnish and install the following: ( 1239) 4-Foot Tubes ( 406) 4-Foot Ballasts ( 49) Incandescent Retrofit ( 6) Occupancy Sensor ( 122 ) Reflectors ( 19 ) 2-Foot Tubes ( 15) 2-Foot Ballasts ( 148) Surface Wrap Package ( 1 ) Light Sensor Page 9 of 70 RETROFIT SERVICES Police and Safety Building 1 . Furnish and install one ( 1 ) 1 . 5 ton cooling only heat pump in Dispatch Room. 2 . Furnish and install one ( 1 ) liquid pressure amplifier on existing 40 ton reciprocating chiller. 3 . Replace one ( 1 ) existing Thermo Pac GW-688 hot water boiler with one (1 ) high efficiency 650 , 00 Btu boiler. 4 . Replace eight (8) existing zone actuators and eight (8) existing thermostats on air handling unit with new modulating Honeywell controls. 5. Furnish and install energy management system (see energy management point assignment on page 20 of 70) . 6 . Honeywell will furnish and install the following: (516) 4-Foot Tubes ( 250 ) 4-Foot Ballasts ( 76) 8-Foot Tubes ( 38) 8-Foot Ballasts ( 106) Incandescent Retrofit ( 24 ) Occupancy Sensors ( 84 ) Reflectors ( 32 ) 4-Foot Circle Lamps ( 16 ) Ballasts ( 16) 2-Foot Circle Lamps Community Center 1 . Furnish and install energy management system (see energy management point assignment on page 20 of 70) . 2 . Honeywell will furnish and install the following: ( 390) 4-Foot Tubes ( 195) 4-Foot Ballasts ( 4) 8-Foot Tubes ( 4 ) 8-Foot Ballasts ( 76 ) Reflectors ( 2 ) Light Sensors Page 10 of 70 .:- ',i RETROFIT SERVICES Fire Station #1 1 . Honeywell will furnish and install the following: ( 134 ) 4-Foot Tubes ( 59) 4-Foot Ballasts ( 50) Incandescent Retrofit ( 1 ) Occupancy Sensor 2 . Honeywell will furnish and install a 48-foot awning on the west facing wall . Fire Station #2 1 . Honeywell will furnish and install the following: ( 32) 4-Foot Tubes ( 16) 4-Foot Ballasts (60 ) 8-Foot Tubes ( 15) 8-Foot Ballasts ( 27) Incandescent Retrofit Fire Station #3 1 . Honeywell will furnish and install the following: (40) 4-Foot Tubes ( 20) 4-Foot Ballasts ( 47 ) Incandescent Retrofit ( 22 ) 2-Foot U-Tubes Page 11 of 70 RETROFIT SERVICES H.A.W.C . 1 . Honeywell will furnish and install the following: ( 135) 4-Foot Tubes ( 48 ) 4-Foot Ballasts ( 108) 8-Foot Tubes ( 17 ) 8-Foot Ballasts ( 9) Incandescent Retrofit ( 1 ) Occupancy Sensor H.T.W.T.P. 1 . Honeywell will furnish and install the following: (42 ) 4-Foot Tubes ( 13 ) 4-Foot Ballasts ( 33 ) Incandescent Retrofit (4 ) Reflectors H.H.W.T.P. 1. Honeywell will furnish and install the following: ( 47 ) 4-Foot Tubes ( 22) 4-Foot Ballasts ( 3 ) Occupancy Sensor ( 11 ) High Pressure Sodium ( 20 ) Reflectors Page 12 of 70 1 RETROFIT SERVICES Corporate Yard 1. Honeywell will furnish and install the following: (277) 4-Fact Tubes (170) 4-Foot Ballasts (306) 8-Foot Tubes (100) S-Foot Ballasts (6) Incandescent Retrofit (2) Occupancy Sensor (74) Replacement Diffusers (174) Reflectors (21) : Retrofit Exit Signs Park Shop & Recreation 1. Honeywell will furnish and install the following: (56) ' 4-Foot Tubes (23) 4-Foot Ballasts (15) Incandescent Retrofit (10) Reflectors (2) 2-Foot Lamps (2) 2-Foot Ballast Page 13 of 70 RETROFIT SERVICES Waste Water Treatment Plant 1 . Furnish and install three ( 3 ) variable speed drives on three ( 3 ) 250 HP fan motors for dentrification process. Blower #4 will remain in a direct drive configuration for emergency standby. 2 . Furnish and install one ( 1 ) variable speed drive on the 100 HP final effluent pump #2 . 3 . Furnish and install one ( 1) existing final effluent pump #3 . 4 . Furnish and install one ( 1 ) 1 . 5 ton cooling only heat pump in Laboratory Sample Test Room. 5. Furnish and install two ( 2) variable speed drives on pumps #1 and #2 influent pump station. 6 . Furnish and install energy management system (see energy management point assignment on page 20 of 70) . 7. Honeywell will furnish and install the following: ( 292 ) 4-Foot Tubes ( 98 ) 4-Foot Ballasts ( 37) Incandescent Retrofit ( 13 ) Occupancy Sensor ( 114) Reflectors ( 3 ) Exit Signs Page 14 of 70 RETROFIT SERVICES Joslyn Senior Center 1 . Furnish and install energy management system (see energy management point assignment on page 20 of 70) . 2 . Honeywell will furnish and install the following: ( 146) 4-Foot Tubes ( 61 ) 4-Foot Ballasts ( 54 ) Incandescent Retrofit ( 2 ) Occupancy Sensor ( 54 ) Reflectors ( 4 ) Exit Signs ( 14 ) 2-Foot Tubes ( 7 ) 2-Foot Ballasts Redlands Mall 1 . Honeywell will furnish and install the following: ( 2 ) 4-Foot Tubes ( 2 ) 4-Foot Ballasts ( 254 ) 8-Foot Tubes ( 127) 8-Foot Ballasts ( 4 ) Exit Signs Hillside Memorial Cemetery 1 . Honeywell will furnish and install the following: ( 19 ) 4-Foot Tubes ( 6) 4-Foot Ballasts ( 8) Incandescent Retrofits ( 5) Replacement Diffusers ( 5) Reflectors Page 15 of 70 RETROFIT SERVICES Booster Pump Station Furnish and install one ( 1 ) 150 HP electric pump. Existing 150 HP gas pump will be removed and provided to the City for spare parts . Prospect Park Honeywell will furnish and install the following water management system equipment: ( 1 ) 16 Point Station Controller ( 1 ) 24 Point Station Controller ( 9) Sensors Texonia Park Honeywell will furnish and install the following water management system equipment: ( 2) 16 Point Station Controllers ( 7) Sensors Sylvan Park Honeywell will furnish and install the following water management system equipment: ( 5) 16 Point Station Controllers (1 ) 24 Point Station Controller ( 20 ) Sensors Crafton Park Honeywell will furnish and install the following water management system equipment: ( 1 ) 24 Point Station Controller ( 5) Sensors Brookside Park Honeywell will furnish and install the following water management system equipment equipment: ( 1 ) 24 Point Station Controller ( 6) Sensors Page 16 of 70 RETROFIT SERVICES Ford Park Honeywell will furnish and install the following water management system equipment: ( 1) 16 Point Station Controller ( 3 ) 24 Point Station Controller ( 19) Sensors Redlands Bowl Honeywell will furnish and install the following water management system equipment: ( 1) 16 Point Station Controller ( ?) Sensors Community Park Honeywell will furnish and install the following water management system equipment: ( 1) 16 Point Station Controller ( 3 ) 24 Point Station Controllers ( 20) Sensors Animal Shelter Honeywell will furnish and install the following water management system equipment: ( 1) 16 Point Station Controller ( 3 ) Sensors City Hall Honeywell will furnish and install the following water management system equipment: ( 1) 16 Point Station Controller ( 3 ) Sensors Hillside Memorial Cemetery Honeywell will furnish and install the following water management system equipment: ( 2) 16 Point Station Controllers ( 1 ) 24 Point Station Controller ( 13 ) Sensors ( 26) Valves Page 17 of 70 SERVICENET MONITORING SERVICES AGREEMENT Honeywell will establish a monitoring program covering specific City buildings (see Energy Management Point Assignment page 20 of 70) . This service, which will be provided 24 hours a day, 7 days a week, includes: Monitoring - Continuously monitor the building conditions and respond to alarms. Reporting - Preparing and furnishing the City monthly activity reports summarizing alarms . SERVICE START-UP Before initiating service, Honeywell must perform some start-up procedures, including: - Programming the City's requirements into the Building Services Center. - Installing Honeywell's Monitoring Services Equipment. Honeywell will install the necessary equipment to connect the City's energy management computer with the Building Services Center. MAINTENANCE Honeywell will provide preventive maintenance, emergency service and repairs on all Honeywell Operation Services equipment installed on the City's premises to ensure proper operation. GENERAL PROVISIONS All Honeywell Monitoring Services equipment installed on the premises will remain Honeywell property. Upon termination of the agreement, Honeywell may, at its option, remove or abandon (without removing) any or all Honeywell monitoring equipment. Any such removal or abandonment of Honeywell equipment shall not constitute a waiver of our right collect any charges which have accrued or may accrue hereunder. Page 18 of 70 SERVICENET MONITORING SERVICES AGREEMENT CHARGES It is the City's responsibility to secure and maintain for Honeywell's use, one per system, a dedicated business telephone line that is available for incoming and outgoing calls 24 hours a day, seven days a week. LIMITATION OF LIABILITY This agreement may be cancelled at Honeywell 's option in the event the Building Services Center of Honeywell equipment on your premises are destroyed or substantially damaged. Likewise, this schedule may be cancelled at the City's option in the event the premises are are destroyed. In the event of such cancellation, neither party shall be liable for damages or subject to any penalty, except that the City will remain liable for services rendered to the date of cancellation and for any unpaid portion of service start-up charge. The City agrees to maintain its own fire and extended insurance for the premises. The City is hereby empowered to insure against fire and other casualty the Honeywell equipment in the same manner and to the same extent as he now insures fixtures. Any recovery for the loss of Honeywell equipment or the cost of putting the same in proper operating condition shall be paid to Honeywell by the City. If the City should fail to insure the Honeywell equipment, it shall be responsible for any loss occasioned by fire or other casualty and the cost of putting the same in proper operating condition after any such loss. Page 19 of 70 ENERGY MANAGEMENT POINT ASSIGNMENT Analog Digital Digital Site Input Input Output City Hall ( 6 ) Load Sensors X ( 6 ) Zone Sensors X ( 1 ) Outside Air Sensor X ( 4 ) Start/Stop Points X X Community Center ( 5) Zone Sensors X ( 5) Zone Modules X ( 5 ) Start/Stop X X ( 1 ) Outside Air Sensor X Police and Safety Building ( 6) Load Sensors X ( 2) Zone Sensors X ( 5) Start/Stop Points X X ( 1 ) Outside Air Sensor X Redlands Plaza ( 5) Load Sensors X (6) Zone Sensors X ( 4) Start/Stop Points X X ( 1 ) Outside Air Sensors X Joslyn Center ( 5 ) Zone Sensors X ( 5) Zone Modules X ( 1 ) Load Sensor X ( 5) Start/Stop Points X X ( 1 ) Outside Air Sensor X Waste Water Plant ( 4 ) Zone Sensors X ( 4 ) Zone Modules X ( 4 ) Start/Stop Points X X ( 1 ) High Temp Alarm X ( 1 ) Outside Air Sensor X Page 20 of 70 HONEYWELL PREFERRED MAINTENANCE SERVICES HVAC SYSTEM Honeywell will maintain the systems described in the List of Maintained Equipment and/or these drawings : See List of Maintained Equipment PREVENTIVE MAINTENANCE Each preventive maintenance call will be scheduled by a computer-prepared service report detailing exactly what tasks to perform, what skill levels are required, and what special tools and instrumentation are needed to maintain the systems at optimum comfort and efficiency levels . Maintenance intervals will be determined by equipment run time, application, location, and Honeywell's computer data bank of maintenance experience and manufacturer's specifications, according to Honeywell's best judgement. After each service call is completed, details from the service report will be provided to the client to ensure closed-loop performance. PREDICTIVE MAINTENANCE System analysis will be performed on the equipment covered under this agreement to detect early signs of deteriorating performance and to predict potential equipment failures . After identifying potential problem areas, corrective action, as outlined in this agreement, will be taken. OPERATIONAL ANALYSIS An analysis of the client's building environmental systems equipment condition and of operating procedures will be performed by Honeywell service operations. Honeywell and the client will discuss the operational program and revisions to operational programs that are required to reduce energy consumption, minimize operating costs , and accommodate changing needs . PERFORMANCE REVIEW A review of the services provided within this agreement will be performed by Honeywell service operations . Honeywell and the client will discuss work performed since the last review, answer any questions regarding this agreement, and determine if there are any other ways Honeywell can be of service. Page 21 of 70 HONEYWELL PREFERRED MAINTENANCE SERVICES HVAC SYSTEM COMPONENT REPLACEMENT Honeywell will repair or replace worn or failed components and parts which are covered under this agreement. In addition, to prevent a system failure, Honeywell will repair or replace doubtful components approaching the failure point. These replacements will be of like or current design to retard system depreciation and obsolescence . EMERGENCY SERVICE Every activity performed under this agreement is designed to minimize the incidence of emergency situations. However, backup emergency service will be provided 24 hours a day to minimize downtime and inconvenience. COVERAGE This agreement assumes the system covered to be in maintainable condition. If repairs are found necessary upon initial inspection or initial seasonal start-up, repair charges will be submitted for approval . Should these charges be declined, those non-maintainable items will be eliminated from the program and the agreement price adjusted accordingly. It is understood that the repair, replacement, and emergency service provisions apply only to the systems and equipment covered by this agreement. Repair or replacement of non-maintainable parts of the system such as , but not limited to, ductwork, piping, shell and tube ( for boilers, evaporators, condensers, and chillers) , unit cabinets , boiler refractory material , heat exchangers, insulating material , electrical wiring, hydronic and pneumatic piping, structural supports, and other non-moving parts , is not included under this agreement. In the event that the system or any equipment component thereof is altered, modified, changed, or moved, this agreement may be immediately terminated at Honeywell 's option. If automatic valve and damper maintenance and repair are included in this agreement, the client agrees that the labor required for their physical removal and installation is not included. Page 22 of 70 Honeywell Indoor Air Quality Diagnostics The purpose of this diagnostic consultation is to determine the general scope of indoor air quality problems in the client's facility. Honeywell 's Indoor Air Quality Diagnostics services shall consist of: 1 . Furnishing a qualified person from Honeywell Commercial Buildings for two ( 2) working day(s) per building at the client's facilities as described on List of Maintained Equipment. Honeywell will consult with client's representatives and help determine the general scope of the indoor air quality condition; 2 . Analyze the information collected on the consultation to provide recommendations to mitigate indoor air quality problems and to determine if additional diagnostic services are needed to better characterize the problems; 3 . Submitting to the client a written report, consisting of the findings of the consultation and recommendations to improve indoor environmental conditions in the facility. As part of the Indoor Air Quality Diagnostics, Honeywell professionals will conduct an on-site: * Review of architectural and engineering drawings; * Review of equipment maintenance and housekeeping procedures; * Review of energy management and temperature control strategies and systems; * Inspection of the heating, ventilating and air conditioning system; • Inspection of other probable sources of contamination, including building components , furnishings, functions, roof and perimeter walls. Best professional judgment will be used to analyze the thermal , lighting, acoustics and air quality conditions in the occupied spaces to determine the health and comfort effect on the occupants. In performing such services , Honeywell 's representative(s) shall not do extensive on-site testing or microbiological sampling. Page 23 of 70 Honeywell Indoor Air Quality Diagnostics (Continued) In performing such services , Honeywell will use its best effort and professional judgment to accurately analyze the quality of the air at the client's premises and to diagnose any problems . However, the client recognizes that because the time for performing these services is limited and because Honeywell is not performing extension on-site testing and microbiological sampling, Honeywell cannot guarantee that all existing and potential indoor air quality problems will be identified. If any additional Indoor Air Quality services are requested by the client or recommended by Honeywell , the client and Honeywell shall consider entering into an appropriate agreement. Page 24 of 70 Honeywell Water Treatment Services Honeywell will provide a water treatment program for the following systems: Redlands Plaza City Hall Police and Safety Building PREVENTIVE MAINTENANCE A computer-scheduled treatment for control of scale, corrosion and biological fouling will be provided to preserve the equipment, maximize its efficiency and minimize malfunctions. We will regularly examine, test and adjust all treatment devices and perform periodic water analysis . On systems requiring continuous water analysis , the electronic monitoring system will be installed and/or maintained. This unit is programmed to analyze the water and automatically adjust chemical feed and bleed intervals. SUPPLIES AND MATERIALS Honeywell will provide and/or maintain all monitoring equipment, and supply non-polluting, biodegradable chemicals necessary to maintain proper treatment. EMERGENCY SERVICE Every activity performed under this agreement is designed to minimize the incidence of emergency situations . However, backup emergency service will be provided 24 hours a day to minimize downtime and inconvenience. NOTE: All monitoring and application equipment that we supply will remain the property of Honeywell . COVERAGE This agreement assumes the systems covering to be in maintainable condition. If repairs are found necessary upon initial inspection or initial seasonal start-up, repair charges will be submitted for approval . Should these charges be declines, those non-maintainable items will be eliminated from the program and the agreement priced adjusted accordingly. Page 25 of 70 Honeywell Water Treatment Services (Continued) It is understood that the repair, replacement and emergency service provisions apply only to the systems and equipment covered by this equipment. Repair or replacement of non-maintainable parts of the system such as , but not limited to, ductwork, piping, shell and tube (for boilers , evaporators , condensers, and chillers) , unit cabinets , boiler refractory material , insulating material , electrical wiring, hydronic and pneumatic piping, structural supports, and other nonmoving parts , is not included under this agreement. In the event that the system or any equipment component thereof is altered, modified, changed or moved, this agreement may be immediately terminated at Honeywell 's option. Page 26 of 70 1 Honeywell LIST OF MAINTAINED EQUIPMENT Police and Safety Building 212 W. Brookside Ave. Location Oty. Component Rating Manufacturer Model Mech Room 1 Chiller 40 Ton Carrier 5H40A219 Mech Room 1 AHU 15 Ton Mech Room 1 Boiler 20 HP Bryant Patio 1 Cooling 50 Ton BAC BXC-58 Tower Building All Controls Honeywell Roof 1 A/C Package 2 Ton Mitsubishi PU-36G6 Unit Communi- 1 A/C Package 2 Ton Lennox cations Unit Equipment 5 HSL EMS Honeywell W1100A Room 14 Sensors EMS Honeywell 12 Relays EMS Honeywell R882B Building 1 Indoor Air Diagnostics Services Page 27 of 70 Honeywell Honeywell will furnish and install air filters commensurate with the design conditions of your building. Media for listed units will be replaced according to the following schedule: Unit Quantity Size Type Changes Per Year* AHU 10 12x24x10 Bag 2 If this program is terminated, Honeywell reserves the right to remove the Honeywell frames , or the owner may purchase them at current market value. * Should experience show that more or less frequent air filter media changes are require, at mutual consent, the agreement price will be adjusted based on the established selling prices. COVERAGE This agreement assumes the system covered to be in maintainable condition. If repairs are found necessary upon initial inspection or initial seasonal start-up, repair charges will be submitted for approval . Should these charges be declined, those non-maintainable items will be eliminated from the program and the agreement price adjusted accordingly. It is understood that the air filter media replacement provision applies only to the systems and equipment covered by this agreement. In the event that the system or any equipment component thereof is altered, modified, changed or moved, this agreement may be immediately terminated at Honeywell 's option. Page 28 of 70 Honeywell LIST OF MAINTAINED EQUIPMENT City Hall 30 Cajon Street Location Oty. Component Rating Manufacturer Model Basement 2 Chiller 30 HP Multistack Basement 1 Boiler 20 HP Basement 3 AHU 1 HP Basement 4 Pumps 1/2 HP Computer 1 Package 5 Ton Lennox Room Unit Building 9 FCU 1/2 HP Roof 1 AHU 7 1/2 HP Equipment 4 HSL EMS Honeywell W110A Room 12 Sensors EMS Honeywell 8 Relays EMS Honeywell R882B Building All Controls Southside 1 Cooling 60 Tons Building Tower Building 1 Indoor Air Diagnostics Services Page 29 of 70 Honeywell Honeywell will furnish and install air filters commensurate with the design conditions of your building. Media for listed units will be replaced according to the following schedule: Unit Quantity Size Type Changes Per Year* AHU 14 12x25x2 Disposable 4 Lennox 2 20x20x1 Disposable 4 If this program is terminated, Honeywell reserves the right to remove the Honeywell frames , or the owner may purchase them at current market value. * Should experience show that more or less frequent air filter media changes are require, at mutual consent, the agreement price will be adjusted based on the established selling prices . COVERAGE This agreement assumes the system covered to be in maintainable condition. If repairs are found necessary upon initial inspection or initial seasonal start-up, repair charges will be submitted for approval . Should these charges be declined, those non-maintainable items will be eliminated from the program and the agreement price adjusted accordingly. It is understood that the air filter media replacement provision applies only to the systems and equipment covered by this agreement. In the event that the system or any equipment component thereof is altered, modified, changed or moved, this agreement may be immediately terminated at Honeywell's option. Page 30 of 70 Honeywell LIST OF MAINTAINED EQUIPMENT Redlands Plaza 2 East Citrus Location Oty. Component Rating Manufacturer Model Mech Room 6 Chiller 30 Ton Multistack Plaza 21 Fan Coil 1/2 Ton 40ORS Units Bank 10 AHU 1/2 Ton Mech Room 4 Pumps 7 1/2 HP Tower 1 Pump 1/2 HP Plaza 1 Tower 200 Ton Marcey Building 3 Fans 5 HP Area 18 Valves 2-way Honeywell V5011F Area 13 Valves 3-way Honeywell V5013F Area 31 Motor Mod 90 Honeywell M934 Area 31 Stats Honeywell T921B Mech Room 3 HSL Panel EMS Honeywell W1100A 6 Relays EMS Honeywell R882B 12 Sensors EMS Honeywell Building All Controls Building 1 Indoor Air Diagnostics Services Page 31 of 70 Honeywell Honeywell will furnish and install air filters commensurate with the design conditions of your building. Media for listed units will be replaced according to the following schedule: Unit Quantity Size Type Changes Per Year* FCU 21 20x20x2 Disposable 4 AHU 10 20x25x2 Disposable 4 If this program is terminated, Honeywell reserves the right to remove the Honeywell frames, or the owner may purchase them at current market value. * Should experience show that more or less frequent air filter media changes are require, at mutual consent, the agreement price will be adjusted based on the established selling prices. COVERAGE This agreement assumes the system covered to be in maintainable condition. If repairs are found necessary upon initial inspection or initial seasonal start-up, repair charges will be submitted for approval . Should these charges be declined, those non-maintainable items will be eliminated from the program and the agreement price adjusted accordingly. It is understood that the air filter media replacement provision applies only to the systems and equipment covered by this agreement. In the event that the system or any equipment component thereof is altered, modified, changed or moved, this agreement may be immediately terminated at Honeywell's option. Page 32 of 70 t t i g Honeywell LIST OF MAINTAINED EQUIPMENT Fire Station #1 525 W. Citrus Location Oty . Component Rating Manufacturer Model Roof 1 Package A/C 5 Ton Lennox 1 Package A/C 5 Ton Carrier 50DA00551Q 1 Package A/C 2 Ton Fedders NDADA24AB01 1 Package A/C 2 . 5 Ton Fedders CDC030A3 Building 4 Stats - Honeywell Page 33 of 70 II Honeywell Honeywell will furnish and install air filters commensurate with the design conditions of your building. Media for listed units will be replaced according to the following schedule: Unit Ouant' ty Size Type Changes Per Year* A/C 1 16x20x1 Disposable 6 A/C 2 20x20x1 Disposable 6 A/C 4 26x25x1 Disposable 6 If this program is terminated, Honeywell reserves the right to remove the Honeywell frames, or the owner may purchase them at current market value. * Should experience show that more or less frequent air filter media changes are require, at mutual consent, the agreement price will be adjusted based on the established selling prices . COVERAGE This agreement assumes the system covered to be in maintainable condition. If repairs are found necessary upon initial inspection or initial seasonal start-up, repair charges will be submitted for approval . Should these charges be declined, those non-maintainable items will be eliminated from the program and the agreement price adjusted accordingly. It is understood that the air filter media replacement provision applies only to the systems and equipment covered by this agreement. In the event that the system or any equipment component thereof is altered, modified, changed or moved, this agreement may be immediately terminated at Honeywell 's option. Page 34 of 70 Honeywell LIST OF MAINTAINED EQUIPMENT Fire Station #2 1690 Garden Street Location Oty. Component Rating Manufacturer Model West Side 1 Split 5 Tons Lennox HS6-651U2FW System A/C Unit Equipment 1 Furnace 137K Btu Room Garage 2 Heating Units Building 1 Stat Honeywell Page 35 of 70 Honeywell Honeywell will furnish and install air filters commensurate with the design conditions of your building. Media for listed units will be replaced according to the following schedule: Unit Quantity Size Type Chavo7s Pe Yea * Furnace 1 20x25x1 Disposable 6 If this program is terminated, Honeywell reserves the right to remove the Honeywell frames , or the owner may purchase them at current market value. * Should experience show that more or less frequent air filter media changes are require, at mutual consent, the agreement price will be adjusted based on the established selling prices. COVERAGE This agreement assumes the system covered to be in maintainable condition. If repairs are found necessary upon initial inspection or initial seasonal start-up, repair charges will be submitted for approval . Should these charges be declined, those non-maintainable items will be eliminated from the program and the agreement price adjusted accordingly. It is understood that the air filter media replacement provision applies only to the systems and equipment covered by this agreement. In the event that the system or any equipment component thereof is altered, modified, changed or moved, this agreement may be immediately terminated at Honeywell 's option. 1 1 Page 36 of 70 Honeywell LIST OF MAINTAINED EQUIPMENT Fire Station #3 10 W. Pennsylvania Location Oty. Component Rating Manufacturer Model Roof 1 Package A/C 3 Ton Carrier 48KLA036500CE Roof 1 Package A/C 3 Ton Carrier 48KLA036500CE Roof 1 Package A/C 5 Ton Carrier 48CHA006500 Roof 2 Swamp - Arvin ES143A Cooler Garage 2 Heating - - - Units Page 37 of 70 Honeywell Honeywell will furnish and install air filters commensurate with the design conditions of your building. Media for listed units will be replaced according to the following schedule: Unit Quantity Size Type Changes Per Year* A/C 2 20x25x2 Disposable 6 A/C 1 20x24x2 Disposable 6 Cooler 8 36x48x2 Fiber 1 If this program is terminated, Honeywell reserves the right to remove the Honeywell frames, or the owner may purchase them at current market value. * Should experience show that more or less frequent air filter media changes are require, at mutual consent, the agreement price will be adjusted based on the established selling prices. COVERAGE This agreement assumes the system covered to be in maintainable condition. If repairs are found necessary upon initial inspection or initial seasonal start-up, repair charges will be submitted for approval . Should these charges be declined, those non-maintainable items will be eliminated from the program and the agreement price adjusted accordingly. It is understood that the air filter media replacement provision applies only to the systems and equipment covered by this agreement. In the event that the system or any equipment component thereof is altered, modified, changed or moved, this agreement may be immediately terminated at Honeywell 's option. Page 38 of 70 Honeywell LIST OF MAINTAINED EQUIPMENT Tate Water Treatment Plant 3050 Mill Creek Road Location Qty. Component Rating Manufacturer Model Southside 1 Split 10 Ton Typhoon 85-FAC-TW-H System Basement 1 Furnace 150K Btu Reznor DS-150 Basement 1 AHU 1 HP Basement 1 Washable Filter 1st Floor 1 Stat Honeywell Page 39 of 70 s I Honeywell LIST OF MAINTAINED EQUIPMENT Corporate Yard 1270 West Park Ave. Location Oty. Component Rating Manufacturer Model Building A 1 Package A/C 3 Ton Lennox Building A 3 Swamp 1/2 HP Coolers Building A 4 Stats Building B 1 Package 5 Ton Lennox CHP15-511-1P Heat Pump Building B 1 Package 5 Ton Lennox CHP15-511-1P Heat Pump Building B 4 Swamp 1/2 HP Coolers Building B 6 Stats Building C 1 Package 5 Ton Lennox CHP10-511-2P Heat Pump Building C 1 Package 3 Ton Lennox CHP15-311-1P Heat Pump Building C 1 Package 3 Ton Lennox CHP15-311-1P Heat Pump Building C 1 Package 5 Ton Lennox CHP10-311-2P Heat Pump Building C 1 Package 5 Ton Lennox CHP10-311-2P Heat Pump Building C 1 Swamp 1/2 HP Cooler Building C 6 Stats Building M 2 Swamp 1/2 HP Coolers Building M 2 Controls Page 40 of 70 Honeywell Honeywell will furnish and install air filters commensurate with the design conditions of your building. Media for listed units will be replaced according to the following schedule: Unit Quantity Size Type Changes Per Year* Heat 5 20x25x2 Disposable 4 Pump Heat 3 24x24x2 Disposable 4 Pump Cooler 36 Fiber 1 If this program is terminated, Honeywell reserves the right to remove the Honeywell frames , or the owner may purchase them at current market value. * Should experience show that more or less frequent air filter media changes are require, at mutual consent , the agreement price will be adjusted based on the established selling prices. COVERAGE This agreement assumes the system covered to be in maintainable condition. If repairs are found necessary upon initial inspection or initial seasonal start-up, repair charges will be submitted for approval . Should these charges be declined, those non-maintainable items will be eliminated from the program and the agreement price adjusted accordingly. It is understood that the air filter media replacement provision applies only to the systems and equipment covered by this agreement . In the event that the system or any equipment component thereof is altered, modified, changed or moved, this agreement may be immediately terminated at Honeywell's option. Page 41 of 70 Honeywell LIST OF MAINTAINED EQUIPMENT Horace Hinkley Water Treatment Plant 1604 Crafton Avenue Location Oty. Component Rating Manufacturer Model Roof 1 Package A/C 3 Ton Lennox GCS10X-261-50-1P Roof 1 Package A/C 5 Ton Lennox GCS-9-653-120A-3G Roof 1 Package A/C 3 Ton Lennox GCS-10X-261-50-1P Bay 1 Space Gas Reznor Heater Bay 1 Space Electric Emerson Heater Building 3 Stats Honeywell Page 42 of 70 z Honeywell Honeywell will furnish and install air filters commensurate with the design conditions of your building. Media for listed units will be replaced according to the following schedule: Unit Quantity Size Type Changes Per Year* A/C 1 16x20x2 Disposable 4 A/C 3 20x25x2 Disposable 4 If this program is terminated, Honeywell reserves the right to remove the Honeywell frames , or the owner may purchase them at current market value. * Should experience show that more or less frequent air filter media changes are require, at mutual consent, the agreement price will be adjusted based on the established selling prices . COVERAGE This agreement assumes the system covered to be in maintainable condition. If repairs are found necessary upon initial inspection or initial seasonal start-up, repair charges will be submitted for approval . Should these charges be declined, those non-maintainable items will be eliminated from the program and the agreement price adjusted accordingly. It is understood that the air filter media replacement provision applies only to the systems and equipment covered by this agreement. In the event that the system or any equipment component thereof is altered, modified, changed or moved, this agreement may be immediately terminated at Honeywell 's option. Page 43 of 70 Honeywell LIST OF MAINTAINED EQUIPMENT Water Treatment Plant 1950 Nevada Street Location Otv. Component Rating Manufacturer Model Roof 1 Package 15 Ton Trane SPHA20040FOOF22DA4 Heat Pump Roof 1 Package 10 Ton Trane BWC120F400JA Heat Pump Roof 1 Package 5 Ton Trane WCOO60A400A8 Heat Pump Lab 1 Package A/C 2 Ton Cooling Building 1 M&O Link Honeywell Y7505 Building 1 Zone Module Honeywell W7400A Building 3 Zone Module Honeywell W7401B Building 4 Zone Sensor Honeywell T7047 Building 1 Load Sensor Honeywell C7130A Building 1 O.A. Sensor Honeywell C7170A Page 44 of 70 Honeywell Honeywell will furnish and install air filters commensurate with the design conditions of your building. Media for listed units will be replaced according to the following schedule: Unit Quantity Size Type Changes Per Year* Heat 11 20x20x2 Disposable 4 Pump A/C Lab 1 20x20x2 Disposable 4 If this program is terminated, Honeywell reserves the right to remove the Honeywell frames , or the owner may purchase them at current market value. * Should experience show that more or less frequent air filter media changes are require, at mutual consent, the agreement price will be adjusted based on the established selling prices. COVERAGE This agreement assumes the system covered to be in maintainable condition. If repairs are found necessary upon initial inspection or initial seasonal start-up, repair charges will be submitted for approval . Should these charges be declined, those non-maintainable items will be eliminated from the program and the agreement price adjusted accordingly. It is understood that the air filter media replacement provision applies only to the systems and equipment covered by this agreement. In the event that the system or any equipment component thereof is altered, modified, changed or moved, this agreement may be immediately terminated at Honeywell 's option. Page 45 of 70 Honeywell LIST OF MAINTAINED EQUIPMENT Joslyn Center 21 Grant Street Location Oty. Component Rating Manufacturer Model Roof 1 Multizone 50 Ton Lennox DMS4-600-350 A/C Unit Roof 1 Package A/C 4 Ton Carrier 48KLA136-500CE Roof 1 Package A/C 2 Ton Carrier 48NCT024-300 Roof 1 Package 5 Ton Carrier 50QH008530 Heat Pump Roof 1 Package 3 Ton Carrier 50QH006520 Heat Pump Roof 1 Swamp 1/2 HP Cooler Building 6 Zone Controls Honeywell W973 Building 1 M&O Link Honeywell Y7505 2 Zone Modules Honeywell W7400A 2 Zone Modules Honeywell W7410B 4 Zone Sensor Honeywell T7047 1 Load Sensor Honeywell C7130A 1 O.A. Sensor Honeywell C7170A 4 Transformers Honeywell AT72D 1 W973 Interface Honeywell 57505 Page 46 of 70 Honeywell Honeywell will furnish and install air filters commensurate with the design conditions of your building. Media for listed units will be replaced according to the following schedule: Unit Quantity Size Type Changes Per Year* Multizone 10 20x25x2 Disposable 4 Heat Pump 3 16x25x2 Disposable 4 Heat Pump 1 20x20x1 Disposable 4 Cooler 4 Fiber 1 If this program is terminated, Honeywell reserves the right to remove the Honeywell frames, or the owner may purchase them at current market value. * Should experience show that more or less frequent air filter media changes are require, at mutual consent, the agreement price will be adjusted based on the established selling prices. COVERAGE This agreement assumes the system covered to be in maintainable condition. If repairs are found necessary upon initial inspection or initial seasonal start-up, repair charges will be submitted for approval . Should these charges be declined, those non-maintainable items will be eliminated from the program and the agreement price adjusted accordingly. It is understood that the air filter media replacement provision applies only to the systems and equipment covered by this agreement. In the event that the system or any equipment component thereof is altered, modified, changed or moved, this agreement may be immediately terminated at Honeywell 's option. 4 Page 47 of 70 4 Honeywell LIST OF MAINTAINED EQUIPMENT Community Center 111 W. Lugonia Location Oty. Component Rating Manufacturer Model Roof 1 Package A/C 7 1/2 Ton Lennox GCS3-953-250 Roof 1 Package A/C 5 Ton Lennox GCS3-653-120 Roof 1 Package A/C 5 Ton Lennox GCS3-653-120 Roof 1 Package A/C 5 Ton Lennox GCS3-653-120 Roof 1 Package A/C 5 Ton Lennox GCS3-653-120 Building 1 M&O Link - Honeywell Y7505 Building 5 Zone Modules - Honeywell W7400A Building 5 Zone Sensor - Honeywell T7047 Building 1 O.A. Sensor - Honeywell C7170A 3 Transformers - Honeywell AT720 Page 48 of 70 Honeywell Honeywell will furnish and install air filters commensurate with the design conditions of your building. Media for listed units will be replaced according to the following schedule: Unit Quantity Size Type Changes Per Year* A/C 1 25x20x1 Disposable 4 A/C 1 16x25x1 Disposable 4 A/C 8 20x20x1 Disposable 4 If this program is terminated, Honeywell reserves the right to remove the Honeywell frames, or the owner may purchase them at current market value. * Should experience show that more or less frequent air filter media changes are require, at mutual consent, the agreement price will be adjusted based on the established selling prices. COVERAGE This agreement assumes the system covered to be in maintainable condition. If repairs are found necessary upon initial inspection or initial seasonal start-up, repair charges will be submitted for approval . Should these charges be declined, those non-maintainable items will be eliminated from the program and the agreement price adjusted accordingly . It is understood that the air filter media replacement provision applies only to the systems and equipment covered by this agreement. In the event that the system or any equipment component thereof is altered, modified, changed or moved, this agreement may be immediately terminated at Honeywell's option. Page 49 of 70 HONEYWELL PREFERRED MAINTENANCE SERVICES IRRIGATION MANAGEMENT SYSTEM Honeywell will maintain the systems described in the List of Maintained Equipment and/or these drawings: See List of Maintained Equipment PREVENTIVE MAINTENANCE Each preventive maintenance call will be scheduled by a computer-prepared service report detailing exactly what tasks to perform, what skill levels are required, and what special tools and instrumentation are needed to maintain the systems at optimum efficiency levels. Maintenance intervals will be determined by equipment run time, application, location, and Honeywell 's computer data bank of maintenance experience and manufacturer's specifications, according to Honeywell's best judgement. After each service call is completed, details from the service report will be provided to the client to ensure closed-loop performance. PREDICTIVE MAINTENANCE System analysis will be performed on the equipment covered under this agreement to detect early signs of deteriorating performance and to predict potential equipment failures . After identifying potential problem areas , corrective action, as outlined in this agreement, will be taken. OPERATIONAL ANALYSIS An analysis of the client's irrigation systems equipment condition and of operating procedures will be performed by Honeywell service operations. Honeywell and the client will discuss the operational program and revisions to operational programs that are required to reduce water consumption, minimize operating costs, and accommodate changing needs. PERFORMANCE REVIEW A review of the services provided within this agreement will be performed by Honeywell service operations . Honeywell and the client will discuss work performed since the last review, answer any questions regarding this agreement, and determine if there are any other ways Honeywell can be of service. Page 50 of 70 1 HONEYWELL PREFERRED MAINTENANCE SERVICES IRRIGATION MANAGEMENT SYSTEM COMPONENT REPLACEMENT Honeywell will repair or replace worn or failed components and parts which are covered under this agreement. In addition, to prevent a system failure, Honeywell will repair or replace doubtful components approaching the failure point. These replacements will be of like or current design to retard system depreciation and obsolescence. EMERGENCY SERVICE Every activity performed under this agreement is designed to minimize the incidence of emergency situations. However, backup emergency service will be provided 24 hours a day to minimize downtime and inconvenience. COVERAGE It is understood that the repair, replacement, and emergency service provisions apply only to the systems and equipment covered by this agreement. The following are exclusions for component repair and/or replacement: - AC power supply to controller. - Malfunction of valve solenoids. - Any circumstances that would break the electrical continuity on supply or return 24 volt lines between valve and controller. - Malfunction of irrigation valves . - Any circumstances that will affect the flow, pressure or supply or water upstream or downstream of the irrigation valves. - Malfunction of sprinkler heads . - Poor sprinkler coverage. - Any fault in the existing irrigation system. - Unauthorized adjustments to the irrigation program or moisture sensor settings. Page 51 of 70 Honeywell LIST OF MAINTAINED EQUIPMENT Water Management Systems Location Oty. Component Rating Manufacturer Model Prospect Park 1 Station 16 Aquametrics COM 1-16 Controller 1 Station 24 Aquametrics COM 1-24 Controller 9 Sensors - Aquametrics MSA Texonia Park 2 Station 16 Aquametrics COM 1-16 Controller 7 Sensors - Aquametrics MSA Sylvan Park 5 Station 16 Aquametrics COM 1-16 Controller 1 Station 24 Aquametrics COM 1-24 Controller 20 Sensor - Aquametrics MSA Crafton Park 1 Station 24 Aquametrics COM 1-24 Controller 5 Sensors - Aquametrics MSA Brookside Park 1 Station 24 Aquametrics COM 1-24 Controller 6 Sensor - Aquametrics MSA Ford Park 1 Station 16 Aquametrics COM 1-16 Controller 3 Station 24 Aquametrics COM 1-24 Controllers 19 Sensors - Aquametrics MSA Smiley Library 1 Station 32 Aquametrics COM 1-32 Controller 7 Sensors - Aquametrics MSA Page 52 of 70 Honeywell LIST OF MAINTAINED EQUIPMENT Water Management Systems Location Oty. Component Rating Manufacturer Model Redlands Bowl 1 Station 16 Aquametrics COM 1-16 Controller Community Park 1 Station 16 Aquametrics COM 1-16 & Ball Field Controller 3 Station 24 Aquametrics COM 1-24 Controller 20 Sensors - Aquametrics MSA Animal Shelter 1 Station 16 Aquametrics COM 1-16 Controller 3 Sensors - Aquametrics MSA City Hall 1 Station 16 Aquametrics COM 1-16 Controller 3 Sensors - Aquametrics MSA Hillside 2 Station 16 Aquametrics COM 1-16 Controllers 1 Station 24 Aquametrics COM 1-24 Controller 13 Sensors - Aquametrics MSA Page 53 of 70 ENERGY AND OPERATIONAL SAVINGS GUARANTEE GENERAL CONDITIONS Honeywell guarantees that the program described will recover a total of $4 , 563 , 958 in energy and operational savings during the first seven years of operation , beginning on the first day of the month following completion of the installation. Utility company rebates and savings achieved during construction are additional savings and will be credited to the Honeywell guarantee in Year One. Honeywell will escalate savings at the greater of actual or 5% per year. In no case, however, shall the amount of the guarantee exceed program costs . The energy savings audit may be adjusted to account for any changes to equipment, and changes in agreed-upon operating practices (see time schedule in following pages) which affect energy consumption between the base operating schedule year and the guarantee period. If, at the end of any year during the guarantee period, the program has failed to achieve the annual guaranteed energy and operational savings of Year 1 - $606 , 138 ; Year 2 - $533 ,674; Year 3 - $558, 346; Year 4 - $592 , 674 ; Year 5 - $603 ,620; Year 6 - $614 , 389; Year 7 - $626 , 547 ; upon written request given no earlier than the end of such year and no later than ninety (90 ) days thereafter, Honeywell will pay the City the difference between the annual amount guaranteed and the actual annual energy savings amount, adjusted as provided above. Honeywell and the client also agree that if the actual annual savings amount exceeds the annual guarantee amount in any year, such excess savings amounts will be either: - added to the energy and operational savings for any future year before calculating the energy and operational savings amount; or - billed back to the City up to any amounts previously paid by Honeywell for energy and operation savings shortfalls . The client also agrees : that the client will make no significant deviations from the initial computer operating program; - that no part of the systems controlled will be place in a permanent "on" operating mode; - that the client will not manually operate any part of the systems controlled; and - that the client and Honeywell mutually agree to any other operating assumptions that will impact the projected savings detailed in the energy audit procedure. Page 54 of 70 HONEYWELL ENERGY AUDIT The purpose of the Honeywell energy audit is to provide a systematic savings analysis for utility consumption. Each energy retrofit will be evaluated on an individual basis as described under the Guarantee Savings Calculations in this agreement. For comparison, a base year period will be established and applied to all future energy audit evaluations . Furthermore, the following major factors will be taken into account in the audit process . 1 . The energy savings will be calculated by Honeywell's standard computerized energy savings auditing procedures, which compare the client's energy consumption in the current year with the energy consumption in the base year (from 1/91 to 12/91 ) . The energy savings audit may be adjusted to account for weather difference, any changes to equipment, and changes in agreed-upon operating practices (described below) which affect energy consumption between the base year and the guarantee period. 2 . Run-Time Savings (Moisture Sensors Only) - The difference between the preexisting and post-installation will comprise the consumption saved. Saved KW/Hour = Preexisting - post-installation measurements. Therefore, every hour the modified equipment runs, savings will occur. 3 . Operational Changes - Adding to or removing HVAC or non-HVAC equipment, changes in HVAC system run time, changes in HVAC system load requirements, etc. , will be determined and adjusted for. Any related cost reductions that are generated by associated system efficiency improvement as stated in the contract are tracked and accounted for. In summary, all information available in the energy consumption analysis field is utilized in the Honeywell energy audit system providing the most comprehensive assessment of water, gas and electrical consumption available. Refer to page 62 for Base Year Energy Costs . Page 55 of 70 ENERGY AND ©PERATI©NAL SAVINGS GUARANTEE GENERAL C©NDITI©NS I . Energy Savings The following calculations (A through F) are used to validate utility savings and are considered correct upon contract authorization. A. ENERGY MANAGEMENT (Annual Hours Saved) x ( 1 . 2 KWH Per Ton) x (Tons) x (HVAC Load Factor) x (Cost per KWH) = Cooling Savings , Heat Pump Savings (Annual Hours Saved) x ( Input BTU ) x (HVAC Load Factor) x 100 ,000 BTU (Cost Per Therm) = Natural Gas Heating Savings To achieve these energy savings , Honeywell and the client agree upon these operating practices for the systems controlled: ( 1 ) that the HVAC system operated during the base year ( information provided by City) at the following location(s) : Redlands Plaza 2 East Citrus and within these during these hours temperature ranges Days from to Weekdays 6 a.m. - 6 p.m. 72 76 250 Saturdays 8 a.m. - 4 p.m. 72 76 48 Police and Safety 212 W. Brookside Ave. and within these during these hours temperature ranges from to Days Weekdays 24 Hours/Day 72 76 260 Saturdays 24 Hours/Day 72 76 52 Sundays 24 Hours/Day 72 76 52 1 Page 56 of 70 ENERGY AUDIT PROCEDURE HONEYWELL AUTOMATION SYSTEM City Hall 30 Cajon Street and within these during these hours temperature ranges from to Days Weekdays 8 a.m. - 5 p.m. 72 76 250 Waste Water Treatment Plant 1950 Nevada Street and within these during these hours temperature ranges from to Days Weekdays 24 hours/day 72 76 260 Weekends 24 hours/day 72 76 105 Community Center 111 W. Lugonia and within these during these hours temperature ranges from to Days Weekdays 9 a.m. - 9 p.m. 72 76 250 Saturday 9 a.m. - 6 p.m. 72 76 48 Joslyn Senior Center 21 Grant St. and within these during these hours temperature ranges from to Days Weekdays 9 a.m. - 3 p.m. 72 76 250 Evenings 7 p.m. - 10 p.m. 72 76 150 Sunday 1 p.m. - 5 p.m. 72 76 48 Page 57 of 70 ENERGY SAVINGS (Continued) B. Variable Speed Drive Controllers Existing - Constant Speed Application Tot HP Operating Hrs % Speed % Load KW KWH DO Blowers 500 8760 100 100 Final 100 8760 100 100 Effluent Pump Station Influent 40 8760 100 100 Pump Station Proposed - Variable Speed Operating Avg. Avg. Hrs. Yr. % Speed % Load KW KWH KWH Existing - KWH VSD = KWH Saved KWH Saved x $/KWE = $ Saved An effective energy cost of $ .085/KWH is to be used for calculating savings and may be adjusted with changes in utility billing structure. C. Booster Pump Conversion Water Department Booster Pump Station #2330 conversion to electric motor drive with electronic variable speed control (eddy current type) . 1 . For existing engine-driven pump, calculate cost per pumped gallon by: (Therms/Min. consumed by engine at rated flow) x ($/Therm) - (Rated Pump GPM) = Baseline $ per gallon. Page 58 of 70 a ENERGY SAVINGS (Continued) 2 . For new VSD installation, calculate equivalent cost per pumped gallon by: (Total pump operating electrical cost) - (Total number of gallons pumped for the period) = Actual $ per gallon. 3. Calculate Net Savings: [ (Baseline $ per gallon) - (Actual $ per gallon) ] x (Actual gallons pumped for period) = $ Savings Page 59 of 70 ENERGY SAVINGS (Continued) D. Lighting Existing Lamp/Ballast Watts x Burn Hours x $/KWH - Cost 1000 Proposed Lamp/Ballast Watts x Burn Hours x $/KWH = Cost 1000 Existing - Proposed Savings Total First Year Savings will be $94 ,059 .00. E. Liquid Pressure Amplifier (LPA) System for Chiller System The LPA is installed in the refrigerant liquid line to eliminate flash gas entering the thermal expansion valve of the evaporator. In so doing, the evaporator performs more efficiently (net increase in cooling capacity) and compressor work is reduced, thereby reducing cost per ton of cooling. 1 . The following measurements and readings are taken prior to and following LPA installation: a. A/C Operating Conditions: Supply Air Temp (DB'F) Return Air Temp (DB'F) b. Outside Conditions: OSA DB°F, OSA DB'F, RH% c. Full Load: Head Pressure (PSIG) Suction Pressure (PSIG) Compression Ratio ( %) Liquid Line Temp ( OF) KW Draw Voltage 2 . Savings Calculations: a. (KW Pre - KW Post) x ( $/KWH) = $/Hr. b. (Post KW/Ton) x ( 10 . 5% Capacity Increase Avg. ) x (Rated Tons) x ($/KWH) x ( 50% A/C Load Factor) x (Annual System Run Time) - $ Savings Page 60 of 70 ENERGY SAVINGS (Continued) F. Irrigation Honeywell will use a water savings formula, shown below to calculate water savings derived from the irrigation management system. Surveys of City facilities conducted by Honeywell , their suppliers and subcontractors have analyzed existing irrigation hours, irrigation usage, water consumption and water costs. In addition, City maintenance and operation personnel have been interviewed to assist in establishing existing and future water usage requirements. Honeywell will be calculating the savings each year of the guarantee period using the following formula and costs. Energy costs will be escalated at 5% per year. Water Bill x Irrigation x Savings = Savings The water savings guarantee may be adjusted by Honeywell : 1 . If the existing ground wiring is defective/faulty; 2 . If the existing irrigation system time clocks are inoperable/malfunctioning; 3 . If the power system to the irrigation control system is faulty; 4. If there is a significant change related to the use of associated grounds. Page 61 of 70 Operating Costs Offset By Honeywell Program I . ENERGY COSTS This includes electricity, water and fuels to operate lighting, air conditioning, irrigation and electro-mechanical systems decribed herein. First Year Annual Savings: $404 , 807 II . OPERATIONAL COSTS Honeywell , as part of this agreement, will be reducing operational costs in addition to the energy savings outlined above . It is agreed that these operational cost reductions are considered satisfied upon contract execution. As documents on the Energy and Operational Cost Analysis , the parties agree that the annual operational savings described below, #2 - 9 will be added to the actual annual energy savings in the first year amount of $143 ,485 to determine total annual program savings . Summary of Cost of Operations 1 . Energy and Resources Average Annual Costs from City Records for the Base Year 1991 A. Facilities : Redlands Plaza: Elec . _ $175 , 000 City Hall : Elec. = $ 18 , 800 Gas = $ 5, 959 Police/Safety: Elec. = $ 22, 800 Gas: _ $ 4 , 272 Joslyn Center: Elec. = $ 17 , 186 Gas: = $ 619 Community Center: Elec. = $ 40 , 769 Mall Pkg. : Elec. = $ 9 , 697 Plaza Pkg. : Elec. _ $ 7 ,075 W.W.T.P. : Elec. $453 , 100 Other: Elec. = $203 , 700 Miscellaneous Gas = $ 36 , 757 Buildings & Grounds Page 62 of 70 B. Water: Irrigation: $176 , 296 Approximately 95% of costs have been identified to date. SUBTOTAL $1 , 172 , 030 2 . In-House Personnel Maintenance functions required to be performed by in-house personnel and which would now be covered under the program. (Personnel)x(Pay Rate/Year)x( % of Time Dedicated to Maintenance Functions) = $ Cost A. Lighting (1 tech) x ($24 , 312/Yr. ) x ( . 10) - $ 2 , 431 SUBTOTAL 2 ,431/Yr. 3 . Outside Labor & Contracts A. Service contracts on existing mechanical equipment. Average of 1990 and 1991 base year costs incurred by mechanical (HVAC) service company(s) maintain HVAC equipment. $ 38 ,232/Yr. B. Maintenance and service costs the City would expect to incur in the future on all new equipment installed as part of the program, expressed as industry standard 7% of initial cost. 180-ton CH @ $675/ton $121 ,500 60-ton CH @ $675/ton 40 , 500 (2) Boilers 20 ,000 1-1/2 ton HP 7, 000 T/Stats & Controls 24 ,000 150 HP VSD Booster Sta. #2330 38 , 000 $251 , 000 x . 07 $ 17 , 570/Yr. SUBTOTAL $ 55,802/Yr. Page 63 of 70 4 . Tools, Small Parts & Materials Anticipated miscellaneous expenses City would have to incur in order to support the new equipment installed in the program, expressed as industry standard 1% of initial cost. Subtotal from 3 .B. $251 , 000 x . 01 $ 2 , 510 SUBTOTAL $ 2 , 510/Yr. 5 . Administration Cost attributed to administrative and clerical staff members' time to correct problems associated with facility HVAC systems. A. ( 1 Person)x($64 , 810/Yr)x( . 05) = $ 3 , 241 B. ( 1 Person)x($24 , 310/Yr)x( . 25) = $ 2 , 431 SUBTOTAL $ 5,672/Yr. 6 . Premature Equipment Failure Costs associated with extending the useful life of the selected equipment/systems by an average of five years. [ (Cost of Replacement)x(Moving Part Adjustment) ] -1- (20 Year Life) x(5 Year Life Extension) ( 7 Year Term of the Program) = Annual Cost Avoidance A. Chiller ( 20 Year Life) at Police & Safety [ (40 Tons) x ( $650 Ton) x ( . 80) ] - ( 20 Years) x (5 Years) (7 Year Term) = 742/Year B. Cooling Towers ( 3 each) ( 20 Year Life) at Redlands Plaza, City Hall , and Police & Safety Buildings [ (300 Tons) x ( $200/Ton) x ( . 80 ) - (20 Year) x ( 5 Years) ( 7 Year Term) $ 1 , 714/Year Page 64 of 70 C. Extended Motor Life Due to New Variable Speed Drives ( 870 HP) [ (850 HP Total ) x ( 1 . 0) ] ( 15 Year) x ( 5 Year) :7- ( 7 Year Term) $ 2 , 485/Year SUBTOTAL $ 4 ,941/Year 7 . System Replacement (Total New Equipment/System Value) x (Moving parts Adjustment) - (7 Year Term) A. Plaza Chiller: [ ( 180 tons) x ($675/ton) ] x ( . 70) = $ 85 ,050 Thermostats and CHW Control Valves - 31 Zones = $ 19 , 000 B. City Hall Chiller: [ (60 tons) x ($675/ton) ] x ( . 70) = $ 28 , 350 Boiler: ($12,500) x ( . 80 ) = $ 10 , 000 C. Police & Safety Boiler: ($12 , 500) x ( . 80) = $ 10 , 000 D. W.W.T.P. Final Effluent Pump #3 = $ 50 , 000 SUBTOTAL [ ($202 , 400) (7 Year) ] $ 28,914/Yr. 8 . Productivity Payroll expenses caused by problematic air conditioning in the workplace. Temperature control and air quality problems in Police & Safety Facility Dispatch Control . Page 65 of 70 For the period 9/90 through 2/92 ( 6 months) , a total 560 manhours were lost to sickness , 80% of which attributed to prevailing environmental ( space) conditions. A total of 279 manhours premium overtime were utilized to cover dispatch duties. This pattern is representative of the entire year. A. Value of lost dispatcher time: ( 560 MHrs . ) x ($12/MHr. Avg. ) x ( .80) $ 5, 376 B. Overtime costs incurred as a result of 8 .A. : Staff Personnel : (150 MHrs. ) x ($12/MHr. Avg. ) x (1 .5) x ( . 80) $ 2 , 160 Police Officer: (129 Mhrs . ) x ($16 . 50/MHr. Avg. ) x (1. 50) x ( . 80) $ 2 , 554 SUBTOTAL [ ($10 , 090) x ( 2) ] $ 20, 180/Yr. 9 . Avoided Costs/Penalties Due to System Upgrades A. Replacement of existing 150 HP N.G. engine at Water Booster Station #2330 with an electromagnetic Variable Speed Drive relieves the City of the burden of outfitting the engine with Nox abatement equipment mandated by SCAQMD. 150 HP De-Nox Catalytic Converter Installation Cost = $ 21 , 250 7 Years $ 3 , 035 B. Install dedicated air conditioning unit on Joint Sample Test Room of the W.W.T.P. During normal cooling season ( 20 weeks) , equipment throughout for D.O.E. Test 502. 2 is only 4-6 tests per day when design capability is 10-12 tests per day. Equipment is slowing down due to existing A/C system's inability to maintain acceptable space temperatures. Restoration of Lab to full test capacity would offset costs the City incurs by sending samples to an outside contract for analysis. ( 20 Wks. ) x ( 5 Test/Wk. ) x ($200. 00/Sample Test) $ 20 , 000 TOTAL COST OF ENERGY AND WATER FOR THE FACILITIES AND GROUNDS INCLUDED UNDER THE PROGRAM. . . . . . . . . . . . . . . . . . . . . . . . $1 , 172 , 030 TOTAL PROGRAM AVOIDED COST OF OPERATIONS . . . . . . $ 143 , 455 Page 66 of 70 Price and Payment 1 . The total price for the equipment and installation is $1 , 960 ,868. 00 . 1 . 1 Refer to lease documents , Exhibit "B, " for lease payment schedules . 1 . 2 The first lease payment will be due and payable on April 1 , 1993 , six months after completion of the project. The payments will continue on a semi-annual basis from the above date. 1 . 3 Progress payments will be authorized by the City when Honeywell submits an invoice to Municipal Leasing Associates through the City. Refer to Exhibit "A" in the escrow agreement for the request form. Also, refer to Exhibit "D, " draw schedule of lease documents. 2. The total cost of the first year maintenance section is $171 , 486 . 2 . 1 The maintenance payments will be paid quarterly. Refer to the table on page 67 for the seven year program. 2 . 2 The maintenance will commence when the City chooses, in no event later than October 1 , 1992 , or the completion date of the project. k Page 67 of 70 HONEYWELL MUNICIPAL SERVICES FINANCIAL COMPONENTS Program Costs and Payments Equipment Honeywell Total Lease Maintenance Program Year Payments Payments Payments 1 $434 , 652 $171 , 486 $606 , 138 2 $333 , 947 $199 , 727 $533 , 674 3 $348 , 927 $209 , 419 $558 , 346 4 $373 , 087 $219 , 587 $592 , 674 5 $373 , 365 $230 , 255 $603 ,620 6 $372 ,621 $241 , 768 $614 , 389 7 $372 , 690 $253 , 857 $626 , 547 $2 ,609 , 289 $1 , 526 , 099 $4 , 135 , 388 Page 68 of 70 II HONEYWELL MUNICIPAL SERVICES FINANCIAL COMPONENTS Program Savings Utility Utility Company Operational Total Year Savings Rebates Savings Savings 1 404,807 100,000* 143,455 648,262 2 425,047 0 150,628 575,675 3 446,30303 0 158,159 6034,459, 4 468,615 0 166,0367 634,682 5 492,046 0 174,370 666,416 6 516,648 0 183,089 699,737 7 542,480 0 192,247 734,727 8 569,604 0 2031.,859 771,463' 9 598,084 0 211,952 810,036 10 627,988 0 222,549 850,537 TOTAL 5,091,619 10303,03030 1,804,375 6,995,994 * Rebate estimated. Will be verified after March 15th with SCE. Page 69 of 70 HONEYWELL MUNICIPAL SERVICES FINANCIAL COMPONENTS Budget Impact Program Program Net Year Savings Costs Savings 1 648 , 262 606 , 138 42 , 124 2 575 , 675 533 , 674 42 , 001 3 604 , 459 558 , 346 46 , 113 4 634 , 682 592 , 674 42 , 008 5 666 , 416 603 , 620 62 , 796 6 699 ,737 614 , 389 85, 348 7 734 , 727 626 , 547 108 , 180 8 771 ,463 771 , 463 9 810 , 036 810 , 036 10 850, 537 850, 537 TOTAL 6 ,995,994 4 , 135 , 388 2 , 860 ,606 Page 70 of 70 I 1 1