HomeMy WebLinkAboutContract 34228CITY SECRETARY \ � 1��
CONTRACT NO. 't
STATE OF TEXAS * STATE ENERGY CONSERVATION OFFICE
LOAN AGREEMENT
COUNTY OF TRAVIS * Loan No.
H:/►oastar/loan documents/city of fort worth loan (phase 2) 9-06
Revised: 10/24/2005
1. Parties. This Loan Agreement (hereinafter, "Agreement") is made and entered into by the
following parties:
Lender: Comptroller of Public Accounts
State Energy Conservation Office
LBJ State Office Building
111 East 17th Street, Room 1114
Austin, Texas 78774
Borrower: City of Fort Worth
1000 Throckmorton Street
Fort Worth, Texas 76102
2. Loan of Funds. Subject to the terms, covenants and conditions contained in this Agreement, Lender
shall loan to Borrower a maximum of Five Million Dollars and No Cents
($5.000,000.00) (hereinafter, "Loan"). Borrower shall expend all funds received from
Lender pursuant to this Agreement only for the purpose of completion of the project
(hereinafter, "Project") described in the Loan Approval Statement (Attachment A) and
Engineering Report, and Borrower's Loan Application. Attachment A is attached to
and incorporated as part of this Agreement for all purposes. The Project shall be
completed on or before September 15, 2007 ("Project Completion Date"). Lender
reserves the right, in its sole discretion, to approve an extension requested by
Borrower to extend the Project Completion Date for the Project; the Project
Completion Date may be extended only on Lender's prior written approval as
provided in Section 4 of this Agreement.
3. Authority. The Loan is authorized pursuant to: (1) the LoanSTAR Revolving Loan Program of
the Texas State Energy Plan (SEP) in accordance with the Energy Policy and
Conservation Act (42 U.S.C. 6321, et seq.) as amended by the Energy Conservation
and Production Act (42 U.S.C. 6326, et seq.); (2) the Oil Overcharge Restitutionary
Act, Chapter 2305, Texas Government Code; and (3) Title 1, Texas Administrative
Code, Chapter 5.401, Loan Program for Energy Retrofits.
4. Payments. Borrower promises to pay Lender, at Lender's principal place of business in Austin,
Texas, or at such other place as Lender may designate, the principal sum of Five
Million Dollars and No Cents ($5,000,000.00) or such lesser amount as shall equal the
aggregate amount disbursed to Borrower by Lender under the terms of this Agreement
together with interest on the unpaid principal computed from the date of each
disbursement to Borrower until the date repaid at the rate of three percent (3.00%)
interest per annum. Borrower shall repay the Loan in accordance with the terms
specified in the Loan Payment Schedule.
5. Disbursements. The Loan shall be disbursed in installments, no more frequently than monthly,
following presentation by Borrower to Lender of requests for disbursement to pay the
costs of goods purchased and services performed. Each request for disbursement shall
be made on a form or voucher approved by Lender and the State of Texas, supported
by bills, statements or invoices for the goods or services to be paid with the Loan
installment and such other documentation that in Lender's sole discretion allows for
full substantiation of the costs incurred by Borrower. Borrower's requests for
disbursement shall be made to and received by Lender not later than sixty days after
Borrower pays for or authorizes payment for the goods and services, and Lender shall
have no obligation to make disbursements for the costs of goods and services if
Borrower fails to comply with this requirement. Notwithstanding any other provision
of this Agreement or any other document to the contrary, the total of all installments
1.s:
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disbursed by Lender to Borrower shall not exceed the amount of the Loan set forth in
Paragraph 2 of this Agreement.
6. Contingency. Lender's performance of its obligations under this Agreement is contingent upon and
subject to availability of and actual receipt by Lender of sufficient and adequate funds
from the sources contemplated by this Agreement. This Agreement is subject to
immediate termination or cancellation without penalty to Lender or the State of Texas,
subject to such availability and receipt of these funds. In addition, Lender is a state
agency whose authority and appropriations are subject to the actions of the Texas
Legislature. If Lender becomes subject to a legislative change, revocation of statutory
authority or lack of funds that would render Lender's performance under this
Agreement impossible or unnecessary, Lender may terminate or cancel this Agreement
without penalty to Lender or the State of Texas. In the event of a termination or
cancellation under this Section, Lender shall not be required to give notice and shall
not be liable for any damages, losses or any other amounts caused or associated with
such termination or cancellation.
7. Accounts; Audits. If requested by Lender, Borrower shall deposit disbursements of the Loan into an
account with an institution the deposits of which are insured by the federal
government. Borrower shall establish on its books of account an account specifically
for the Loan and maintain the same until the Loan is fully repaid. Such account shall
accurately and fully show all deposits attributable to disbursements of the Loan and all
expenditures of the Loan. Upon Lender's request, Borrower shall promptly acquire
and submit to an independent audit of such account and all funds received from
Lender. All costs related to Borrower's compliance with this Section shall be borne
solely by Borrower. In addition to and without limitation on the other audit provisions
of this Agreement, pursuant to Section 2262.003, Tex Gov't Code, the state auditor
may conduct an audit or investigation of the Borrower or any other entity or person
receiving funds from the state directly under this Agreement or indirectly through a
subcontract under this Agreement. The acceptance of funds by the Borrower or any
other entity or person directly under this Agreement or indirectly through a
subcontract under this Agreement acts as acceptance of the authority of the state
auditor, under the direction of the legislative audit committee, to conduct an audit or
investigation in connection with those funds. Under the direction of the legislative
audit committee, the Consultant or other entity that is the subject of an audit or
investigation by the state auditor must provide the state auditor with access to any
information the state auditor considers relevant to the investigation or audit. This
Agreement may be amended unilaterally by the Comptroller to comply with any rules
and procedures of the state auditor in the implementation and enforcement of Section
2262.003. Under procedures provided by the state auditor on September 5, 2003, in
addition to the above, (1) the Borrower understands that the acceptance of funds under
this Agreement acts as acceptance of the authority of the state auditor to conduct an
audit or investigation in connection with those funds; (2) the Borrower further agrees
to cooperate fully with the state auditor in the conduct of the audit or investigation,
including providing all records requested; (3) the Borrower shall ensure that this
paragraph concerning the authority to audit funds received indirectly by
subcontractors through the Borrower and the requirement to cooperate is included in
any subcontract it awards; and (4) the state auditor shall at any time have access to and
the rights to examine, audit, excerpt, and transcribe any pertinent books, documents,
working papers, and records of the Borrower relating to this Agreement.
8. Inspections. Borrower shall provide Lender, its authorized employees, agents and representatives,
and authorized State of Texas and federal employees, agents and representatives, with
access to the Project site and Project records. Borrower shall permit such persons to
make physical inspections of the Project and Project records at reasonable times
before work on the Project commences, during the construction, installation, and
implementation of the Project, and after work on the Project is completed. Borrower
shall permit such persons to make final physical inspections of the Project and Project
records to verify the Project's completion in accordance with this Agreement and
other State of Texas requirements. Lender may withhold from disbursement to
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Borrower ten percent (10%) of the amount of the Loan pending Lender's final
inspection. Lender shall make every reasonable effort to conduct the final inspection
within thirty (30) days of the Project Completion Date; however, Lender reserves the
right, in its sole discretion, to extend the date for final inspection or to waive the final
inspection.
9. Project Specifics. On Site Construction Monitoring. Borrower shall provide access to Lender, its
authorized employees, agents and representatives, and authorized State of Texas and
federal employees, agents and representatives, to the Project site and Project
documentation, at the fifty percent (50%) and one hundred percent completion (100%)
periods. Such authorized persons may monitor Project construction and review and
audit financial documents and Project records. Lender reserves the right, in its sole
discretion, to limit such construction monitoring to one site visit to reduce costs on
smaller Projects. Lender shall make reasonable efforts to coordinate site visits with
Borrower; however, Lender and other authorized persons reserve the right to make
unscheduled visits for any of the purposes described in this Agreement.
10. Access to Records. Borrower shaII make available to and permit Lender, its authorized employees, agents
and representatives, and authorized State of Texas and federal employees, agents, and
representatives to inspect any and all books, reports, documents, files, workpapers,
work products, receipts, documentation, applications, data, accounts, or any other
information or items pertaining to the Loan Application, the Project, the Loan or this
Agreement, regardless of media ("Records"). Borrower shall in each of its contracts
with a supplier of goods and services for the Project provide the same rights of access
and inspection with respect to the Project and Records in the possession of the
supplier. In addition, Lender reserves the right, in its sole discretion, to make copies
of, reproduce, distribute, monitor and inspect all Records to comply with requirements
of the United States Department of Energy, the Texas Legislature, federal and state
courts, and to publicly demonstrate the energy savings achieved by the Project.
11. Reports. Borrower shall promptly prepare and submit such reports as may be requested by
Lender and information, in the form provided by Lender, regarding the status of the
Project prior to completion of the Project. Promptly upon completion of the Project,
Borrower shall prepare and submit to Lender such periodic reports and information, in
the form provided by Lender, on the energy use of the building or facility in which the
Project is located and the changes in energy consumption resulting from the Project
and the cost savings resulting from such changes.
12. Retention. Borrower shall maintain all Records supporting its Loan Application until the Loan is
fully repaid and for a period of four (4) years thereafter and shall maintain copies of
all Records under this Agreement for a period of four (4) years after the date of
submission; however, if at the conclusion of any audit of Borrower or audit of such
Records, Lender determines that specific Records are no longer required to be
maintained, Lender shall advise Borrower in writing and the obligation imposed on
Borrower by this Section shall be terminated with respect to such specific Records
only.
13. Borrower's Borrower represents and warrants that:
Covenants.
(a) Borrower has full power and authority to enter into this Agreement and this
Agreement has been duly and validly authorized, executed and delivered by
Borrower.
(b) This Agreement does not violate any limitation on the indebtedness of Borrower
imposed by any statute, ordinance, charter, bylaw, or other agreement or
instrument applicable to Borrower and this Agreement will not be rescinded at any
time by any action of Borrower.
(c) Borrower has, or will have prior to commencing work on the Project, obtained all
necessary federal, state and local licenses, permits and approvals required to
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construct, install, implement and operate the Project and shall comply with all
federal, state and local laws, codes, rules and regulations applicable to the Project.
(d) Borrower shall maintain the Project in good working order and shall ensure that
adequate personnel are fully instructed in the proper use and care of the Project.
(e) If Borrower is a state agency, Borrower shall install metering and monitoring
equipment and devices required to determine changes in energy consumption and
the cost savings resulting from such changes. Borrower shall also prepare and
submit quarterly reports to Lender documenting changes in energy consumption
and the cost savings resulting from such changes.
(f) All payments due and payable under this Agreement shall be subject to annual
appropriation by Borrower.
14. Default. The occurrence of any of the following shall constitute a default by Borrower:
(a) The failure of Borrower to make a payment due and payable under this Agreement
within the time specified in this Agreement.
(b) The failure of Borrower to comply with any provision of this Agreement.
(c) The expenditure of Loan funds by Borrower for purposes other than the
implementation of the Project as provided in this Agreement.
(d) Borrower's entry into any agreement whereby any person, corporation, business, or
similar entity, other than Borrower, benefits directly or indirectly from utility
savings resulting from the Loan or this Agreement, without the Lender's prior
written approval, until such time as the Loan is repaid in full as determined by
Lender.
(e) Without the prior written consent of Lender, the sale, transfer or other disposition
by Borrower of any equipment or material constituting part of the Project, all or
any part of the cost of which was paid with the Loan, or the sale, transfer or other
disposition of, or the termination of the lease with respect to, the building or
facility in which the Project is located, until such time as the Loan is repaid in full.
(f) The expenditure of Loan funds by Borrower to reimburse itself for funds
expended by Borrower on the Project prior to the effective date of the Loan and
this Agreement.
(g) The expenditure of Loan funds for the purpose of supplanting funds appropriated
to the Borrower by the Texas Legislature.
In the event of Borrower's default, Lender shall notify Borrower of the default and
Borrower shall have a reasonable opportunity, not to exceed 20 days, to cure
Borrower's default. If Borrower fails to cure the default, Lender shall be released from
all of its obligations under this Agreement and shall have the right to declare the Loan
in default and all amounts loaned to Borrower under this Agreement and earned
interest shall become immediately due. Borrower waives all demands for payment,
presentations for payment, notices of intention to accelerate maturity, notices of
acceleration of maturity, protest, and notices of protest, to the extent permitted by law.
Upon receipt of notice of default from Lender, Borrower shall cancel or otherwise
terminate any contract, agreement or order relating to the Project and cease to incur
any cost or expense relating to the Project.
If Borrower is a state agency, department or entity or an institution of higher education
or junior college funded in whole or in part by the State of Texas and Borrower has
failed to repay the Loan within ninety (90) days of Lender's declaration of default
under this Section, Lender may notify the Office of the Governor, Legislative Budget
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Board and the Texas Higher Education Coordinating Board of Borrower's breach of
this Agreement and the amount owing by Borrower under this Agreement and
recommend to the Legislative Budget Board that Borrower's appropriation of funds for
the next succeeding biennium be reduced by an amount equal to the total amount due
under this Agreement.
If Borrower is a school district organized under the laws of the State of Texas and has
failed to repay the Loan within ninety (90) days of Lender's declaration of default
under this Section, Lender may notify the Texas Education Agency of Borrower's
breach of this Agreement and the amount owing by Borrower under this Agreement
and recommend to the Texas Education Agency that funds to be allocated to Borrower
by the Texas Education Agency for the next succeeding year be reduced by an amount
equal to the total amount due under this Agreement.
15. Amendments. Any amendment, modification or alteration of the terms of this Agreement shall be in
writing and executed by both parties; however, Lender may unilaterally amend this
Agreement as provided in Section 29. Oral agreements or understandings not
incorporated into this Agreement shall not be binding on the parties.
16. Severability. In the event that any provision of this Agreement is later determined to be invalid,
void, or unenforceable, then the remaining terms, provisions, covenants, and
conditions of this Agreement shall remain in force and effect, and shall in no way be
affected, impaired, or invalidated.
17. Notices. All notices required or permitted under this Agreement shall be in writing and
delivered by registered or certified United States mail or by a recognized commercial
courier or delivery service as follows:
If to Lender, to
Comptroller of Public Accounts
State Energy Conservation Office
LBJ State Office Building
I I I East 171h Street, Room 1114
Austin, Texas 78774
If to Borrower, to
City of Fort Worth
Attn: Charles Boswell
City Manager
1000 Throckmorton Street
Fort Worth, Texas 76102
18. INDEMNIFICATION. TO THE EXTENT PERMITTED BY LAW, LENDER, AND ITS OFFICERS,
AGENTS, REPRESENTATIVES AND EMPLOYEES, AND THE STATE OF
TEXAS, AND ITS OFFICERS, AGENTS, REPRESENTATIVES AND
EMPLOYEES, SHALL NOT BE LIABLE OR RESPONSIBLE FOR, AND
SHALL BE SAVED AND HELD HARMLESS BY BORROWER FROM AND
AGAINST ANY AND ALL SUITS, ACTIONS, LOSSES, DAMAGES, CLAIMS,
OR LIABILITIES OF ANY CHARACTER, TYPE, OR DESCRIPTION,
INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, AND
ATTORNEY'S FEES, (COLLECTIVELY REFERRED TO AS "CLAIMS" IN
THE REMAINDER OF THIS SECTION), ARISING OUT OF, CONNECTED
WITH OR RESULTING FROM ANY ACTS OR OMISSIONS OF
BORROWER OR ANY OFFICER, AGENT, REPRESENTATIVE,
EMPLOYEE, OR SUBCONTRACTOR OF BORROWER IN THE
EXECUTION OR PERFORMANCE OF THIS AGREEMENT AND THE
PROJECT, INCLUDING CLAIMS ARISING IN WHOLE OR IN PART FROM
THE NEGLIGENCE OF LENDER, OR ITS OFFICERS, AGENTS,
REPRESENTATIVES OR EMPLOYEES, OR THE STATE OF TEXAS, OR
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ITS OFFICERS, AGENTS, REPRESENTATIVES OR EMPLOYEES, AS
LIMITED BY THE PARAGRAPHS BELOW.
IT IS THE EXPRESSED INTENT OF THE PARTIES TO THIS AGREEMENT
THAT THE INDEMNITY PROVIDED FOR IN THIS SECTION IS AN
INDEMNITY EXTENDED BY BORROWER TO INDEMNIFY AND
PROTECT LENDER, ITS OFFICERS, AGENTS, REPRESENTATIVES AND
EMPLOYEES, AND THE STATE OF TEXAS, ITS OFFICERS, AGENTS,
REPRESENTATIVES AND EMPLOYEES FROM THE CONSEQUENCES OF
LENDER'S, OR ITS OFFICERS', AGENTS', REPRESENTATIVES' OR
EMPLOYEES' OWN NEGLIGENCE, OR THE STATE OF TEXAS', OR ITS
OFFICERS', AGENTS', REPRESENTATIVES' OR EMPLOYEES' OWN
NEGLIGENCE, PROVIDED, HOWEVER THAT SUCH INDEMNITY SHALL
BE LIMITED BY BOTH OF THE FOLLOWING:
(1) THE INDEMNITY PROVIDED FOR IN THIS SECTION AGAINST
LENDER'S OWN NEGLIGENCE SHALL APPLY REGARDLESS OF
WHETHER OR NOT SUCH CLAIMS ARE CONTRIBUTED TO BY THE
NEGLIGENCE OF LENDER, ITS OFFICERS, AGENTS,
REPRESENTATIVES OR EMPLOYEES OR THE STATE OF TEXAS, ITS
OFFICERS, AGENTS, REPRESENTATIVES OR EMPLOYEES;
HOWEVER, IN THE EVENT OF SUCH CONTRIBUTORY OR
COMPARATIVE NEGLIGENCE OF LENDER, ITS OFFICERS, AGENTS,
REPRESENTATIVES OR EMPLOYEES OR THE STATE OF TEXAS, ITS
OFFICERS, AGENTS, REPRESENTATIVES OR EMPLOYEES,
BORROWER SHALL NOT INDEMNIFY ANY SUCH INDEMNITEES IN
THE PROPORTION (BASED ON THE PERCENTAGE OF
NEGLIGENCE) THAT SUCH CONTRIBUTORY OR COMPARATIVE
NEGLIGENCE CAUSED ANY SUCH CLAIMS; AND
(2) THE INDEMNITY PROVIDED FOR IN THIS SECTION AGAINST
LENDER'S OWN NEGLIGENCE SHALL NOT APPLY WHEN THE
NEGLIGENCE OR OTHER LIABILITY OF LENDER, OR ITS
OFFICERS, AGENTS, REPRESENTATIVES OR EMPLOYEES, OR THE
STATE OF TEXAS, OR ITS OFFICERS, AGENTS, REPRESENTATIVES
OR EMPLOYEES IS THE SOLE CAUSE OF SUCH CLAIMS.
19. Assignment. This Agreement and the rights and obligations of Borrower hereunder are not
assignable or transferable by Borrower, in whole or in part, without the prior written
consent of Lender.
20. No Waiver. This Agreement shall not constitute or be construed as a waiver of any of the
privileges, rights, defenses, remedies, or immunities available to Lender as an agency
of the State of Texas or otherwise available to Lender. The failure to enforce or any
delay in the enforcement of any privileges, rights, defenses, remedies, or immunities
available to Lender under this Agreement or under applicable law shall not constitute
a waiver of such privileges, rights, defenses, remedies, or immunities or be considered
as a basis for estoppel. Lender does not waive any privileges, rights, defenses,
remedies or immunities available to Lender as an agency of the State of Texas, or
otherwise available to Lender, by entering into this Agreement or by its conduct prior
to or subsequent to entering into this Agreement. The modification of any
privileges, rights, defenses, remedies, or immunities available to Lender must be
in writing, must reference this section, and must be signed by Lender to be
effective, and such modification of any privileges, rights, defenses, remedies, or
immunities available to Lender shall not constitute waiver of any subsequent
privileges, rights, defenses, remedies, or immunities under this Agreement or
under applicable law.
21. Discrimination. During the term of this Agreement, Borrower shall not engage in any discriminatory
practice with respect to any activity funded in whole or in part under this Agreement
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or by the Loan or with respect to any recipients of services, employees or applicants
for employment based upon race, creed, color, handicap, national origin, gender,
religion, political affiliation or age. Borrower shall in each contract with a person
providing goods or services for the Project require the same agreement as to non-
discrimination. By signing this agreement, Borrower certifies that it will comply with
all HUB requirements, as applicable.
22. Late Payments. If any installment due under this Agreement is not paid within thirty (30) days of its
due date, Lender, at its option, may require Borrower to pay a penalty equal to one
and one-half percent (1.5%) of the amount of the installment then due.
23. Interest. Interest on the Loan evidenced by this Agreement shall not exceed the maximum
amount of nonusurious interest that may be contracted for, taken, reserved, charged,
or received under law; any interest in excess of that maximum amount shall be
credited on the principal of the Loan or, if that has been paid, refunded. On any
acceleration required or permitted prepayment, any such excess shall be canceled
automatically as of the acceleration or prepayment or, if already paid, credited on the
principal of the Loan or, if the principal of the Loan has been paid, refunded. This
provision overrides other provisions in this and all other instruments concerning the
Loan.
24. Attorneys' Fees. If this Agreement is given to an attorney for collection, or if suit is brought for
collection, or if it is collected through probate, bankruptcy, or other judicial
proceeding, then Borrower shall pay Lender all costs of collection, including
reasonable attorney's fees and court costs, in addition to other amounts due.
Reasonable attorney's fees shall be 10% of all amounts due unless either party pleads
otherwise.
25. Governing Law. This Agreement and the rights and duties of the parties hereunder shall be governed
by the laws of the State of Texas.
26. Taxes. Borrower is solely responsible for all state, federal and local taxes of any kind
resulting from this Agreement. Lender shall have no liability for any such taxes.
Borrower represents and warrants that it is not currently delinquent in the payment of
any franchise taxes owed the State of Texas under the Texas Tax Code, Chapter 171.
In addition, if Borrower is an individual not residing in Texas or a business entity not
incorporated in or whose principal domicile is not in Texas, the following
certification applies. Borrower certifies that it holds a permit issued by the
Comptroller of Public Accounts to collect or remit all state and local sales and use
taxes that become due and owing as a result of the individual's or entity's business in
Texas or certifies that it does not sell tangible personal property or services that are
subject to the state and local sales and use tax.
Under the Texas Government Code, Section 2155.004, Borrower certifies that the
individual or business entity named in this Agreement is not ineligible to receive the
specified contract and acknowledges that this Agreement may be terminated and
payment withheld if this certification is inaccurate.
27. Disputes. Chapter 2260 of the Texas Government Code ("Chapter 2260") prescribes dispute
resolution processes for certain breach of contract claims applicable to certain
contracts for goods and services. As required by Chapter 2260, Lender has adopted
rules under Chapter 2260, codified at 34 Texas Administrative Code §§ 1.360 — 1.387,
and may adopt revisions to these rules throughout the term of this Agreement,
including any extensions. Borrower shall comply with such rules.
The dispute resolution process provided for in Chapter 2260 of the Government Code
shall be used, as further described herein, by Lender and Borrower to attempt to
resolve any claim for breach of contract made by Borrower under this Agreement:
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(a) Borrower's claim for breach of this Agreement that the parties cannot resolve in
the ordinary course of business shall be submitted to the negotiation process
provided in Chapter 2260. To initiate the process, Borrower shall submit written
notice, as required by Chapter 2260, to the Deputy Comptroller or his or her
designee. Said notice shall also be given to all other representatives of Lender
and Borrower otherwise entitled to notice under this Agreement. Compliance by
Borrower with Chapter 2260 is a condition precedent to the filing of a contested
case proceeding under Chapter 2260.
(b) The contested case process provided in Chapter 2260 is Borrower's sole and
exclusive process for seeking a remedy for an alleged breach of contract by
Lender if the parties are unable to resolve their disputes under subparagraph (A)
of this Section.
(c) Compliance with the contested case process provided in Chapter 2260 is a
condition precedent to seeking consent to sue from the Legislature under Chapter
107, Civ. Prac. and Rem. Code. Neither the execution of this Agreement by
Lender nor any other conduct of any representative of Lender relating to this
Agreement shall be considered a waiver of sovereign immunity to suit.
For all other specific breach of contract claims or disputes under this Agreement, the
following shall apply:
Should a dispute arise out of this Agreement, Lender and Borrower shall first
attempt to resolve it through direct discussions in a spirit of mutual cooperation.
If the parties' attempts to resolve their disagreements through negotiations fail,
the dispute will be mediated by a mutually acceptable third party to be chosen by
Lender and Borrower within fifteen (15) days after written notice by one of them
demanding mediation under this Section. Borrower shall pay all costs of the
mediation unless Lender, in its sole good faith discretion, approves its payment of
all or part of such costs. By mutual agreement, Lender and Borrower may use a
non -binding form of dispute resolution other than mediation. The purpose of this
Section is to reasonably ensure that Lender and Borrower shall in good faith
utilize mediation or another non -binding dispute resolution process before
pursuing litigation. Lender's participation in or the results of any mediation or
another non -binding dispute resolution process under this Section or the
provisions of this Section shall not be construed as a waiver by Lender of (1) any
rights, privileges, defenses, remedies or immunities available to Lender as an
agency of the State of Texas or otherwise available to Lender; (2) Lender's
termination rights; or (3) other termination provisions or expiration dates of this
Agreement.
Notwithstanding any other provision of this Agreement to the contrary, Borrower
shall continue performance and shall not be excused from performance during the
period any breach of Contract claim or dispute is pending under either of the above
processes; however, Contractor may suspend performance during the pendency of
such claim or dispute if Contractor has complied with all provisions of §2251.051,
Tex Govt Code, and such suspension of performance is expressly applicable and
authorized under that law.
28. Compliance. Borrower shall comply with all laws, regulations, requirements and guidelines
applicable to a borrower from or contractor with the State of Texas, as these laws,
regulations, requirements and guidelines currently exist and as they are amended
throughout the term of this Agreement. Lender reserves the right, in its sole
discretion, to unilaterally amend this Agreement throughout its term to incorporate
any modifications necessary for Lender's or Borrower's compliance with all
applicable state and federal laws, regulations, requirements and guidelines. Other
than this provision, this Agreement may only be amended upon the written agreement
of both parties.
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29. Time. Time is of the essence in the performance of this Agreement and accordingly all time
limits shall be strictly construed and rigidly enforced.
30. Family Code. Under Section 231.006, Texas Family Code (relating to child support), Borrower
certifies that the individual or business entity named in this Agreement is eligible to
receive payments under this Agreement and acknowledges that this Agreement may
be terminated and payment may be withheld if this certification is inaccurate.
Borrower has completed and returned the Texas Family Code Certification form,
Attachment H.
31. Convictions.
Borrower certifies that neither Borrower nor any of its employees, agents, or
representatives have been convicted of a felony criminal offense, or that if such
conviction has occurred or occurs during the term of this Agreement, Borrower shall
immediately fully advise Lender as to the facts and circumstances. Borrower has
completed and returned the Criminal Conviction Certification, Attachment I.
32. Conflicts.
Borrower represents and warrants that Borrower has no actual or potential conflicts of
interest in entering into this Agreement with Lender and that Borrower's receipt of
disbursements under this Agreement would not reasonably create an appearance of
impropriety. Borrower represents and warrants that neither Borrower nor any person
or entity that will participate financially in this Agreement has received compensation
from Lender for participation in preparation of specifications for this Agreement.
33. Buy Texas.
Borrower represents and warrants that Borrower shall purchase products and
materials produced in Texas when they are available at a comparable price and in a
comparable period of time.
34. DTPA.
Borrower represents and warrants that Borrower has not been the subject of a
Deceptive Trade Practices Act or any unfair business practice, administrative hearing,
or court suit and that Borrower has not been found to be guilty of such practices in
such proceedings. Borrower represents and warrants that it has no officers who have
served as officers of other entities who have been the subject of a Deceptive Trade
Practices Act or any unfair business practice, administrative hearing, or court suit and
that such officers have not been found guilty of such practices in such proceedings.
35. Antitrust.
Borrower represents and warrants that neither Borrower nor any firm, corporation,
partnership, or institution represented by Borrower, nor anyone acting for such firm,
corporation, partnership, or institution, has violated Texas antitrust laws or federal
antitrust laws.
36. Confidentiality. Borrower, its employees and contractors shall not disclose to anyone, directly or
indirectly, any information designated by Lender as confidential or information
accessed as a result of this Agreement without prior written consent of Lender.
Borrower must execute the Nondisclosure Agreement, Attachment J, which is
attached to and incorporated as part of this Agreement. Notwithstanding any other
provisions of this Agreement to the contrary, Borrower understands that Lender is
bound by provisions of the Texas Public Information Act (formerly the Texas Open
Records Act) and Attorney General Opinions issued under the statute. If Borrower is
not also subject to the Texas Public Information Act, Borrower shall, within three (3)
days of receipt, refer to Lender any third party requests, received directly by it, for
information to which Borrower has access as a result of or in the course of
performance under this Agreement.
37. Other Rights. Borrower shall have no exclusive rights or benefits other than those set forth in this
Agreement.
38. Certain Claims. Borrower shall defend and indemnify Lender and the State of Texas against claims of
patent, trademark, copyright, trade secret or other proprietary rights, violations or
infringements arising from or related to this Agreement, provided that Lender shall
notify Borrower of any such claim within a reasonable time of Lender's receiving
Page 9 of 30
notice of any such claim. Borrower shall pay all reasonable costs of Lender's
counsel. If Borrower is notified of any claim subject to this Section, Borrower shall
notify Lender of such claim within five (5) working days of such notice. If Lender
determines that a conflict exists between its interests and those of Borrower or if
Lender is required by applicable law to select separate counsel, Lender shall be
permitted to select separate counsel and the reasonable costs of such Lender's counsel
shall be paid by Borrower. No settlement of any such claim shall be made by
Borrower without Lender's prior written approval. Borrower shall reimburse Lender
and the State of Texas for any claims, damages, losses, costs, expenses, judgments or
any other amounts, including, but not limited to, attorneys' fees and court costs,
arising from any such claim. Borrower represents that it has determined what
licenses, patents and permits are required under this Agreement and has acquired or
will acquire all such licenses, patents and permits prior to commencement of the
Project.
39. Statements. By signature to this Agreement, Borrower makes all of the representations,
warranties, covenants and certifications included in this Agreement. Notwithstanding
any other provision of this Agreement to the contrary, if Borrower signs this
Agreement with a false statement or it is subsequently determined that Borrower has
violated any of the representations, warranties, covenants or certifications included in
this Agreement, Borrower shall be in default under this Agreement and Lender may
terminate or void this Agreement for cause and pursue other remedies available to
Lender under this Agreement and applicable law.
40. Prohibition. Borrower acknowledges and agrees that, to the extent Borrower owes any debt or
delinquent taxes to the State of Texas, any payments or other amounts Borrower is
otherwise owed under or related to this Agreement may be applied by the Comptroller
of Public Accounts toward any debt or delinquent taxes Borrower owes the State of
Texas until the debt or delinquent taxes are paid in full. These provisions are effective
at any time Borrower owes any such debt or delinquency. Borrower shall comply with
rules adopted by the Comptroller under §§403.055, 403.0551, 2252.903, Tex Gov't
Code, and other applicable laws and regulations regarding satisfaction of debts or
delinquencies to the State of Texas.
4 1. Incorporation. All of the following attachments are attached hereto and incorporated into this
Agreement for all purposes:
Attachment A: Loan Approval Statement
Attachment B-1: DOE Assurance of Compliance, as completed by Borrower
Attachment B-2: DOE Assurance of Compliance, as completed by Borrower and
each Borrower contractor
Attachment C: Certifications Regarding Debarment, Suspension, Ineligibility, and
Voluntary Exclusion -Lower Tier Covered Transactions, as
completed by Borrower
Attachment D: Certifications Regarding Lobbying; Debarment, Suspension and
Other Responsibility Matters; and Drug -Free Workplace
Requirements, as completed by Borrower
Attachment E: Disclosure of Lobbying Activities, as completed by Borrower
Attachment F: Assurances--Non-Construction Programs, as completed by
Borrower
Attachment G: Intellectual Property Provisions, as completed by Borrower
Attachment H: Texas Family Code Certification
Attachment I: Criminal Conviction Certification, as completed by Borrower
Attachment J: Nondisclosure Agreement, as completed by Borrower
Borrower represents and warrants that it completed and provided the following
Attachments to Lender prior to executing this Agreement: B-1, B-2, C, D, E, F, G, H,
I, and J. In addition, Borrower represents and warrants that each of its contractors
Page 10 of 30
completed and provided an Attachment B-2 to Borrower and Lender prior to
Borrower executing this Agreement.
All applicable rules, regulations and all other requirements imposed by law,
including, but not limited to, those pertinent rules and regulations of the State of
Texas and those of federal agencies providing funds to the State of Texas are
incorporated into this Agreement by reference as if specifically written herein.
42. Successors. This Agreement is binding upon Borrower and its successors and assigns and upon
Lender and its successors and assigns.
43. Term. Therefore, the parties hereby agree that the effective date of this Agreement is the
date signed by Lender, after first having been signed by Borrower. Except for the
provisions of Sections 8, 9, 11, 12, 13, 19, 21, 27, 28, 37, 39, and 40; and Attachments
B-1, B-2, and J, which shall survive the termination or expiration of this Agreement,
this Agreement shall terminate upon repayment, in full, of the Loan.
44. Merger. This Agreement contains the entire agreement between Lender and Borrower relating
to the rights granted and the obligations assumed in it. Any oral representations or
modifications concerning this Agreement shall be of no force or effect unless
contained in a subsequent writing, signed by both parties.
45. Signatories. The undersigned signatories represent and warrant that they have full authority to enter
into this Agreement on behalf of the respective parties.
LENDER: BORROWER:
Comptroller of Public Accounts City of Fort Worth
t
By. j
Marc tt,
Assistant City Manager
Date: 16 / 3 --t' C
(2_�''1 `t� Attested By
Contract Authorization
q—,,r
y1(�arty Hend l
Date City Secretary
u�J a E' k
Page 11 of 30��'�l
b
ATTACHMENT A, Loan No.
LOAN APPROVAL STATEMENT
For Energy Conservation Measures
Agency:
City of Fort Worth
Address:
1000 Throckmorton Street
City:
Fort Worth, Texas 76102
Loan Coordinator:
Sam Steele CEM
Title:
Conservation Specialist
Phone:
8173921276 Fax: 8173928488
E Description of
C Energy Conservation
Building (a) M Measure
(ECM) (b)
Will Rogers
1.2
Lighting Improvements
Memorial
Center
(WRMC)
Will rogers
2.2
hvac & ddc Control System
Memorial
Improvements
Center
(WRMC)
Fort Worth
3.2
Lighting Improvements
Convention
Center
(FWCC)
Fort Worth
4.2
HVAC & DDC Control System
Convention
Improvements
Center
(FWCC)
Central Library
15.2
Lighting Improvements
Central Library
16.2
HVAC & DDC Control System
Improvements
Final Design/Engineering
Construction Bonding
(Borrower Buyring Down)
Construction Management &
Training (Borrower Buying
Down)
Buy Down
Engineering Audit Expense
Metering and Monitoring
Estimated
Annual
Pay-
ECM
ECM
Energy Cost
back
Loan
Cost (c)
Savings
(yrs)
Amount (d)
$1,148,130.00
$262,820.00
4.4
$1,148,130.00
$480,664.00
$37,279.00
12.9
$480,664.00
$777,987.00 $103,913.00 7.5 $777,987.00
$1,659,466.00 $253,688.00 6.5 $1,659,466.00
$221,953.00
$34,793.00
6.4 $221,953.00
$331,263.00
$18,831.00
17.6 $331,263.00
$126:467.00
$ 0.00
0.0 $126,467.00
$16371.00
$ 0.00
0.0 $16,371.00
$258,881.00
$ 0.00
0.0 $258,881.00
TOT
98,937.00) $ 0.00 0.0 $(198,937.00)
822,245.00 $711,324.00 6.8 $4,822,245.00
$121,548.00
$56,207.00
AL LOAN $5,000,000.00
Anticipated Substantial Completion Time 12 months
Payback (with allowance) 10 years
Page 12 of 30
1� a '�'. ✓'�i��lp J_5+:a
Comments: Citv of Fort Worth requested that the finance term be extended to a 10 vear navback.
(a) A description of the building/facility and individual ECM is contained in the engineering report which is incorporated
herein by reference and included as a part of this Attachment A.
(b) No ECMs may be canceled after loan is granted without prior written Lender approval.
(c) ECM includes cost of detail engineering design, labor, and materials to implement retrofit.
(d) Cost of individual ECM projects may not exceed 120% of approved loan amount. Any individual variance exceeding this
amount must be submitted in a change of scope and receive written approval from Lender.
V �R 7
Page 13 of 30
BW
DOE F 1600.5
(06-94)
All Other Editions Are Obsolete
ATTACHMENT B-1, Loan No.
U.S. DEPARTMENT OF ENERGY
Assurance of Compliance
Nondiscrimination in State Assisted Programs
OMB Burden Disclosure Statement
OMB Control No.
1910-0400
Public reporting burden for this collection of information is estimated to average 15 minutes per response, including the time for reviewing
instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of
information. Send comments regarding this burden estimate or any other aspect of this collection of information, including suggestions for
reducing this burden, to Office of Information Resources Management Policy, Plans, and Oversight, Records Management Division, HR-422-
GTN, Paperwork Reduction Project (1910-0400), U.S. Department of Energy, 1000 Independence Avenue, S.W., Washington, DC 20585; and to
the Office of Management and Budget (OMB), Paperwork Reduction Project (1910-0400), Washington, DC 20503.
Citv of Fort Worth (Hereinafter called the "Applicant") HEREBY AGREES to comply with Title VI of the Civil Rights Act of
1964 (Pub. L. 88-352), Section 16 of the Federal Energy Administration Act of 1974 (Pub. L. 93-275), Section 401 of the
Energy Reorganization Act of 1974 (Pub. L. 93-438), Title IX of the Education Amendments of 1972, as amended (Pub. L. 92-
318, Pub. L. 93-568, and Pub. L. 94-482), Section 504 of the Rehabilitation Act of 1973 (Pub. L. 93-112), the Age
Discrimination Act of 1977 (Pub. L. 94-135), Title VIII of the Civil Rights Act of 1968 (Pub. L. 90-284), the Department of
Energy Organization Act of 1977 (Pub. L. 95-91), the Energy Conservation and Production Act of 1976, as amended, (Pub. L.
94-385) and Title 10 Code of Federal Regulations, Part 1040. In accordance with the above laws and regulations issued
pursuant thereto, the Applicant agrees to assure that no person in the United States shall, on the ground of race, color, national
origin, sex, age, or disability, be excluded from participation in, be denied the benefits of, or be otherwise subjected to
discrimination under any program or activity in which the Applicant receives Federal assistance from the Department of
Energy.
Applicability and Period of Obligation
In the case of any service, financial aid, covered employment, equipment, property, or structure provided, leased, or improved
with Federal assistance funding extended to the Applicant by the Department of Energy, this assurance obligates the Applicant
for the period during which the Federal assistance is extended. In the case of any transfer of such service, financial aid,
equipment, property, or structure, this assurance obligates the transferee for the period during which Federal assistance is
extended. If any personal property is so provided, this assurance obligates the Applicant for the period during which it retains
ownership or possession of the property. In all other cases, this assurance obligates the Applicant for the period during which
the Federal assistance is extended to the Applicant by the Department of Energy.
Employment Practices
Where a primary objective of the Federal assistance is to provide employment or where the Applicant's employment practices
affect the delivery of services in programs or activities resulting from Federal assistance extended by the Department of
Energy, the Applicant agrees not to discriminate on the ground of race, color, national origin, sex, and disability, in its
employment practices. Such employment practices may include, but are not limited to, recruitment, advertising, hiring, layoff
or termination, promotion, demotion, transfer, rates of pay, training and participation in upward mobility programs, or other
forms of compensation and use of facilities.
Subrecipient Assurance
The Applicant shall require any individual, organization, or other entity with whom it subcontracts, subgrants, or subleases for
the purpose of providing any service, financial aid, equipment, property, or structure to comply with laws cited above. To this
end, the subrecipient shall be required to sign a written assurance form; however, the obligation of both recipient and
subrecipient to ensure compliance is not relieved by the collection or submission of written assurance forms.
Data Collection and Access to Records
The Applicant agrees to compile and maintain information pertaining to programs or activities developed as a result of the
Applicant's receipt of Federal assistance from the Department of Energy. Such information shall include, but is not limited to
the following: (1) the manner in which services are or will be provided and related data necessary for determining whether any
Page 14 of 30
persons are or will be denied such services on the basis of prohibited discrimination; (2) the population eligible to be serviced
by race, color, national origin, sex, and disability; (3) data regarding covered employment, including use or planned use of
bilingual public contact employees serving beneficiaries of the program where necessary to permit effective participation by
beneficiaries unable to speak or understand English; (4) the location of existing or proposed facilities connected with the
program and related information adequate for determining whether the location has or will have the effect of unnecessarily
denying access to any person on the basis of prohibited discrimination; (5) the present or proposed membership by race, color,
national origin, sex, and disability, in any planning or advisory body which is an integral part of the program; and (6) any
additional written data determined by the Department of Energy to be relevant to the obligation to assure compliance by
recipients with laws cited in the first paragraph of this assurance.
The Applicant agrees to submit requested data to the Department of Energy regarding programs and activities developed by the
Applicant from the use of Federal funds extended by the Department of Energy. Facilities of the Applicant (including the
physical plants, buildings, or other structures) and all records, books, accounts, and other sources of information pertinent to
the Applicant's compliance with the civil rights laws shall be made available for inspection during normal business hours of
request of an officer or employee of the Department of Energy specifically authorized to make such inspections. Instructions
in this regard will be provided by the Director, Office of Civil Rights, U. S. Department of Energy.
This assurance is given in consideration of and for the purpose of obtaining any and all Federal grants, loans, contracts
(excluding procurement contracts), property, discounts or other Federal assistance extended after the date hereto, to the
Applicants by the Department of Energy, including installment payments on account after such date of application for Federal
assistance which are approved before such date. The Applicant recognizes and agrees that such Federal assistance will be
extended in reliance upon the representations and agreements made in this assurance and that the United State shall have the
right to seek judicial enforcement of this assurance. This assurance is binding on the Applicant, its successors, transferees, and
assignees, as well as the person(s) whose signature appears below and who is authorized to sign this assurance on behalf of the
Applicant.
Applicant Certification
The Applicant certifies that it has complied, or that, within 90 days of the date of the grant, it will comply with all applicable
requirements of 10 C.F.R. § 1040.5 (a copy will be furnished to the Applicant upon written request to DOE.)
Designated Responsible Employee
Name and Title (Printed or Typed)
Sam Steele. CEM. Conservation So_ ecialist
Signature
Citv of Fort Worth
1000 Throckmorton Street
Fort Worth. Texas 76102
Address
Authorized Official:
Marc O s)ir
itv anager
Nam a Tinted r Type
Signature
APPROVED FORM AN GAL
Assist ity Att
Telephone Number
(817)392-1276
Date
Telephone Number
39 I-
(817) Bit 6122
Telephone Number
Date
y:��l�:1Jb1� 1(�"v�:JA1NJ
Page 15 of30 ''' �^`njk� Is' kkAl
DOE F 1600.5
(06-94)
All Other Editions Are Obsolete
ATTACHMENT B-2, Loan No.
U.S. DEPARTMENT OF ENERGY
Assurance of Compliance
Nondiscrimination in State Assisted Programs
OMB Burden Disclosure Statement
OMB Control No.
1910-0400
Public reporting burden for this collection of information is estimated to average 15 minutes per response, including the time for reviewing
instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of
information. Send comments regarding this burden estimate or any other aspect of this collection of information, including suggestions for
reducing this burden, to Office of Information Resources Management Policy, Plans, and Oversight, Records Management Division, HR-422-
GTN, Paperwork Reduction Project (1910-0400), U.S. Department of Energy, 1000 Independence Avenue, S.W., Washington, DC 20585; and to
the Office of Management and Budget (OMB), Paperwork Reduction Project (1910-0400), Washington, DC 20503.
Citv of Fort Worth (Hereinafter called the "Applicant") HEREBY AGREES to comply with Title VI of the Civil Rights Act of
1964 (Pub. L. 88-352), Section 16 of the Federal Energy Administration Act of 1974 (Pub. L. 93-275), Section 401 of the
Energy Reorganization Act of 1974 (Pub. L. 93-438), Title IX of the Education Amendments of 1972, as amended (Pub. L. 92-
318, Pub. L. 93-568, and Pub. L. 94-482), Section 504 of the Rehabilitation Act of 1973 (Pub. L. 93-112), the Age
Discrimination Act of 1977 (Pub. L. 94-135), Title VIII of the Civil Rights Act of 1968 (Pub. L. 90-284), the Department of
Energy Organization Act of 1977 (Pub. L. 95-91), the Energy Conservation and Production Act of 1976, as amended, (Pub. L.
94-385) and Title 10 Code of Federal Regulations, Part 1040. In accordance with the above laws and regulations issued
pursuant thereto, the Applicant agrees to assure that no person in the United States shall, on the ground of race, color, national
origin, sex, age, or disability, be excluded from participation in, be denied the benefits of, or be otherwise subjected to
discrimination under any program or activity in which the Applicant receives Federal assistance from the Department of
Energy.
Applicability and Period of Obligation
In the case of any service, financial aid, covered employment, equipment, property, or structure provided, leased, or improved
with Federal assistance funding extended to the Applicant by the Department of Energy, this assurance obligates the Applicant
for the period during which the Federal assistance is extended. In the case of any transfer of such service, financial aid,
equipment, property, or structure, this assurance obligates the transferee for the period during which Federal assistance is
extended. If any personal property is so provided, this assurance obligates the Applicant for the period during which it retains
ownership or possession of the property. In all other cases, this assurance obligates the Applicant for the period during which
the Federal assistance is extended to the Applicant by the Department of Energy.
Employment Practices
Where a primary objective of the Federal assistance is to provide employment or where the Applicant's employment practices
affect the delivery of services in programs or activities resulting from Federal assistance extended by the Department of
Energy, the Applicant agrees not to discriminate on the ground of race, color, national origin, sex, and disability, in its
employment practices. Such employment practices may include, but are not limited to, recruitment, advertising, hiring, layoff
or termination, promotion, demotion, transfer, rates of pay, training and participation in upward mobility programs, or other
forms of compensation and use of facilities.
Subrecipient Assurance
The Applicant shall require any individual, organization, or other entity with whom it subcontracts, subgrants, or subleases for
the purpose of providing any service, financial aid, equipment, property, or structure to comply with laws cited above. To this
end, the subrecipient shall be required to sign a written assurance form; however, the obligation of both recipient and
subrecipient to ensure compliance is not relieved by the collection or submission of written assurance forms.
Data Collection and Access to Records
The Applicant agrees to compile and maintain information pertaining to programs or activities developed as a result of the
Applicant's receipt of Federal assistance from the Department of Energy. Such information shall include, but is not limited to
the following: (1) the manner in which services are or will be provided and related data necessary for determining whether any
Page 16 of 30
persons are or will be denied such services on the basis of prohibited discrimination; (2) the population eligible to be serviced
by race, color, national origin, sex, and disability; (3) data regarding covered employment, including use or planned use of
bilingual public contact employees serving beneficiaries of the program where necessary to permit effective participation by
beneficiaries unable to speak or understand English; (4) the location of existing or proposed facilities connected with the
program and related information adequate for determining whether the location has or will have the effect of unnecessarily
denying access to any person on the basis of prohibited discrimination; (5) the present or proposed membership by race, color,
national origin, sex, and disability, in any planning or advisory body which is an integral part of the program; and (6) any
additional written data determined by the Department of Energy to be relevant to the obligation to assure compliance by
recipients with laws cited in the first paragraph of this assurance.
The Applicant agrees to submit requested data to the Department of Energy regarding programs and activities developed by the
Applicant from the use of Federal funds extended by the Department of Energy. Facilities of the Applicant (including the
physical plants, buildings, or other structures) and all records, books, accounts, and other sources of information pertinent to
the Applicant's compliance with the civil rights laws shall be made available for inspection during normal business hours of
request of an officer or employee of the Department of Energy specifically authorized to make such inspections. Instructions
in this regard will be provided by the Director, Office of Civil Rights, U. S. Department of Energy.
This assurance is given in consideration of and for the purpose of obtaining any and all Federal grants, loans, contracts
(excluding procurement contracts), property, discounts or other Federal assistance extended after the date hereto, to the
Applicants by the Department of Energy, including installment payments on account after such date of application for Federal
assistance which are approved before such date. The Applicant recognizes and agrees that such Federal assistance will be
extended in reliance upon the representations and agreements made in this assurance and that the United State shall have the
right to seek judicial enforcement of this assurance. This assurance is binding on the Applicant, its successors, transferees, and
assignees, as well as the person(s) whose signature appears below and who is authorized to sign this assurance on behalf of the
Applicant.
Applicant Certification
The Applicant certifies that it has complied, or that, within 90 days of the date of the grant, it will comply with all applicable
requirements of 10 C.F.R. § 1040.5 (a copy will be furnished to the Applicant upon written request to DOE.)
Designated Responsible Employee
Name and Title (Printed or Typed) Telephone Number
Signature Date
Citv of Fort Worth
1000 Throckmorton Street Telephone Number
Fort Worth. Texas 76102
Address
Authorized Official:
3Y�
Marc Ott. Assistant Cq Manaser (817) 8i-It-'6122
Name and Title (Pr' It yped) Telephone Number
Signature Date
APPROVED FORM GA Y:
Assistant ity t�fnc
Page 17 of 30
ATTACHMENT C, Loan No.
Certification Regarding Debarment, Suspension, Ineligibility,
and Voluntary Exclusion -Lower Tier Covered Transactions
Instructions for Certification
1. The prospective lower tier participant is required to sign the attached certification.
2. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was
entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous
certification, in addition to other remedies available to the Federal Government, the department or agency with which this
transaction originated may pursue available remedies, including suspension and/or debarment.
3. The prospective lower tier participant shall provide immediate written notice to the person to which this proposal is
submitted if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or
has become erroneous by reason of changed circumstances.
4. The terms "covered transaction," "debarred," "suspended," "ineligible," "lower tier covered transaction," "participant,"
"person," "primary covered transaction," "principle," "proposal," and "voluntarily excluded," as used in this clause, have
the meanings set out in the Definitions and Coverage sections of the rules implementing Executive Order 12549. You may
contact the person to which this proposal is submitted for assistance in obtaining a copy of those regulations.
5. The prospective lower tier participant agrees by submitting this proposal that, should the proposed covered transaction be
entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended,
declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the
department or agency with which this transaction originated.
6. The prospective lower tier participant further agrees by submitting this proposal that it will include the clause titled
"Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion -Lower Tier Covered Transaction,"
without modification, in all solicitations for lower tier covered transactions.
7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered
transaction that it is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it
knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the
eligibility of its principals. Each participant may, but is not required to, check the Nonprocurement List.
8. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in
good faith the certification required by this clause. The knowledge and information of a participant is not required to
exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.
9. Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered transaction
knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily
excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the
department or agency with which this transaction originated may pursue available remedies, including suspension and/or
debarment.
(1) The prospective lower tier participant certifies, by submission of this proposal, that neither it nor its principals is
presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from
participation in this transaction by any Federal department or agency.
(2) Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such
prospective participant shall attach an explanation to this proposal.
Citv of Fort Worth
Organization Name
Marc Ott, Assis ana2er
Name and Tit A o representative
Signature l
APP S TO FO EGALITY:
Assis City Attorney Page IS of 30
Date
^S7
V e c, .r u V lU JL
�u'da
ATTACHMENT D, Loan No.
CERTIFICATIONS REGARDING LOBBYING; DEBARMENT, SUSPENSION AND OTHER
RESPONSIBILITY MATTERS; AND DRUG -FREE WORKPLACE REQUIREMENTS
Applicants should refer to the regulations cited below to determine the certification to which they are required to attest. Applicants should also review the
instructions for certification included in the regulations before completing this form. Signature of this form provides for compliance with certification
requirements under 34 CFR Part 82, "New Restrictions on Lobbying," and 34 CFR Part 85, "Government -wide Debarment and Suspension (Nonprocurement)
and Government -wide Requirements for Drug -Free Workplace (Grants)." The certifications shall be treated as a material representation of fact upon which
reliance will be placed when the Department of Energy determines to award the covered transaction, grant, or cooperative agreement.
1. LOBBYING
The undersigned certifies, to the best of his or her
knowledge and belief, that:
(1) No Federal appropriated funds have been paid or
will be paid, by or on behalf of the undersigned,
to any person for influencing or attempting to
influence an officer or employee of any agency, a
Member of Congress, an officer or employee of
Congress, or an employee of a Member of
Congress in connection with the awarding of any
Federal contract, the making of any Federal grant,
the making of any Federal loan, the entering into
of any cooperative agreement, and the extension,
continuation, renewal, amendment, or
modification of any Federal contract, grant, loan,
or cooperative agreement.
(2) If any funds other than Federal appropriated funds
have been paid or will be paid to any person for
influencing or attempting to influence an officer
or employee of any agency, a Member of
Congress, an officer or employee of Congress, or
an employee of a Member of Congress in
connection with this Federal contract, grant, loan,
or cooperative agreement, the undersigned shall
complete and submit Standard Form-LLL,
"Disclosure Form to Report Lobbying," in
accordance with its instructions.
(3) The undersigned shall require that the language of
this certification be included in the award
documents for all subawards at all tiers (including
subcontracts, subgrants, and contracts under
grants, loans, and cooperative agreements) and
that all subrecipients shall certify and disclose
accordingly.
This certification is a material representation of fact
upon which reliance was placed when this transaction
was made or entered into. Submission of this
certification is a prerequisite for making or entering
into this transaction imposed by section 1352, title 31,
U.S. Code. Any person who fails to file the required
certification shall be subject to a civil penalty of not
less than $10,000 and not more than $100,000 for each
such failure.
2. DEBARMENT, SUSPENSION, AND OTHER
RESPONSIBILITY MATTERS
(1) The prospective primary participant certifies to
the best of its knowledge and belief, that it and its
principals:
(a) Are not presently debarred, suspended,
proposed for debarment, declared ineligible,
or voluntarily excluded from covered
transactions by any Federal department or
agency;
(b) Have not within a three-year period receding
this proposal been convicted of or had a civil
judgment rendered against them for
commission of fraud or a criminal offense in
connection with obtaining, attempting to
obtain, or performing a public (Federal, State
or local) transaction or contract under a
public transaction; violation of Federal or
State antitrust statutes or commission of
embezzlement, theft, forgery, bribery,
falsification or destruction of records, making
false statements, or receiving stolen property;
(c) Are not presently indicted for or otherwise
criminally or civilly charged by a government
entity (Federal, State or local) with
commission of any of the offenses
enumerated in paragraph (1)(b) of this
certification; and
(d) Have not within a three-year period preceding
this application/proposal had one or more
public transactions (Federal, State or local)
terminated for cause or default.
(2) Where the prospective primary participant is
unable to certify to any of the statements in this
certification, such prospective participant shall
attach an explanation to this proposal.
3. DRUG -FREE WORKPLACE
Page 19 of 30
This certification is required by the Drug -Free
Workplace Act of 1988 (Pub. L. 100-690, Title V,
Subtitle D) and is implemented through additions to
the Debarment and Suspension regulations, published
in the Federal Reeister on January 31, 1989, and May
25, 1990.
ALTERNATE I
(GRANTEES OTHER THAN INDIVIDUALS)
(1) The grantee certifies that it will or will continue to
provide a drug -free workplace by:
(a) Publishing a statement notifying employees
that the unlawful manufacture, distribution,
dispensing, possession, or use of a controlled
substance is prohibited in the grantee's
workplace and specifying the actions that will
be taken against employees for violation of
such prohibition;
(b) Establishing an ongoing drug -free awareness
program to inform employees about:
(1) The dangers of drug abuse in the
workplace;
(2) The grantee's policy of maintaining a
drug -free workplace;
(3) Any available drug counseling,
rehabilitation, and employee assistance
programs; and
(4) The penalties that may be imposed upon
employees for drug abuse violations
occurring in the workplace;
(c) Making it a requirement that each employee
to be engaged in the performance of the grant
be given a copy of the statement required by
paragraph (a);
(d) Notifying the employee in the statement
required by paragraph (a) that, as a condition
of employment under the grant, the employee
will:
(1) Abide by the terms of the statement; and
(2) Notify the employer in writing, of his or
her conviction for a violation of criminal
drug statute occurring in the work -place
not later than five calendar days after
such conviction;
(e) Notifying the agency, in writing, within ten
calendar days after receiving notice under
subparagraph (d)(2) from an employee or
otherwise receiving actual notice of such
conviction. Employers of convicted
employees must provide notice, including
position title, to energy grant officer or other
designee on whose grant activity the
convicted employee was working, unless the
Federal agency has designated a central point
for the receipt of such notices. Notice shall
include the identification number(s) of each
affected grant;
(f) Taking one of the following actions, within
30 calendar days of receiving notice under
subparagraph (d)(2), with respect to any
employee who is so convicted:
(1) Taking appropriate actions against such
an employee, up to and including
termination, consistent with the
requirements of the Rehabilitation Act 9f
1973, as amended; or
(2) Requiring such employee to participate
satisfactorily in a drug abuse assistance
or rehabilitation program approved for
such purposes by a Federal, State or
local health, law enforcement, or other
appropriate agency;
(g) Making a good faith effort to continue to
maintain a drug -free workplace through
implementation of paragraphs (a), (b), (c),
(d), (e), and (f).
(2) The grantee may insert in the space provided
below the site(s) for the performance of work
done in connection with the specific grant:
Place of Performance:
(Street address, city, county, state, zip code)
❑ Check if there are workplaces on file that are not
identified here.
ALTERNATE H (GRANTEES WHO ARE
INDIVIDUALS)
(1) The grantee certifies that, as a condition of the
grant, he or she will not engage in the unlawful
manufacture, distribution, dispensing,
possession, or use of a controlled substances in
conducting any activity with the grant.
(2) If convicted of a criminal drug offense
resulting from a violation occurring during
the conduct of any grant activity, he or she
will report the conviction, in writing, within
10 calendar days of the conviction, to every
grant officer or other designee, unless the
Federal agency designates a central point for
the receipt of such notices. When notice is
made to such a central point, it shall include
Page 20 of 30
the identification number(s) of each affected
grant.
4. LOBBYING DISCLOSURE ACT OF 1995,
SIMPSON-CRAIG AMENDMENT
Applicant organization which are described in section
501 (c)(4) of the Internal Revenue Code of 1986 and
engage in lobbying activities after December 31, 1995,
shall not be eligible for the receipt of Federal funds
constituting an award, grant, or loan. Section
501(c)(4) of the Internal Revenue Code of 1986
covers:
Civic leagues or organizations not
organized for profit but operated exclusively
for the promotion of social welfare, or local
associations of employees, the membership
of which is limited to the employees of a
designated persons or person in a particular
municipality, and the net earning of which
are devoted exclusively to charitable,
educational, or recreational purposes.
As set forth in the Lobbying Disclosure Act of 1995
(Public Law 104-65, December 19, 1995), as
amended ["Simpson -Craig Amendment," see Section
129 of The Balanced Budget Downpayment Act, I
(Public Law 104-99, January 26, 1996)], lobbying
activities is defined broadly. (See section 3 of the
Act.)
The undersigned certifies, to the best of his or her
knowledge and belief, that: it IS NOT an organization
described in section 501 (c)(4) of the Internal
Revenue Code of 1986: OR that it IS an organization
described in section 501 (c)(4) of the Internal
Revenue Code of 1986, which, after December 31,
1995, HAS NOT engaged in any lobbying activities
as defined in the Lobbying Disclosure Act of 1995, as
amended.
As the duly authorized representative of the applicant, I hereby certify that the applicant will comply with the
above certifications.
Citv of Fort Worth
Name of Applicant
Marc Ott, Assistant Citv Manager
Printed Name and t f Authorized Representative
Signatur L
Pre/Award Number and/or Project Name
Date
/o -l3 66
Page 21 of 30
ATTACHMENT E, Loan No.
DISCLOSURE OF LOBBYING ACTIVITIES
Complete this form to disclose lobbying activities pursuant to 31 U.S.C. 1352
1. Type of Federal Action: 2.
a. contract
b. grant
c. cooperative agreement
d. loan
e. loan guarantee
f. loan insurance
4. Name and Address of Reporting Entity:
Name
Address
Prime Subawardee
Tier, if known:
6. Federal Department/Agency:
8. Federal Action Number, If known:
Status of Federal Action: 3. Report Type:
a. bid/offer/application a. initial filing
b. initial award b. material change
c. post award For Material Change Only:
year
quarter
date of last report
5. If Reporting Entity in No. 4 is Subawardee, Enter
Name and Address of Prime:
7. Federal Program Name/Description
CFDA Number, if applicable:
9. Award Amount, if known:
10.a. Name and Address of Lobbying Entity: 10.b. Individual Performing Services (including address
(if individual, last name, first name, MI): if different from No. l0A) (last name, first name,
Ml):
(attach Continuation Sheet(s) SF-LLL-A, if
necessary)
11. Amount of Payment (check all that apply): 12. Form of Payment (check all that apply):
a. cash
$ actual b. in -kind; specify: nature
planned value
13. Type of Payment (check all that apply):
a. retainer c. commission e. deferred
b. one-time fee d. contingent fee f. other; specify
14. Brief Description of Services Performed or to be Performed and Date(s) of Service, including officer(s),
employee(s), or Member(s) contacted, for Payment indicated in Item 11:
15. Continuation Sheet(s) SF-LLL-A attached:
16. Information requested through this form is authorized by title 31 U.S.C.
section 1352. This disclosure of lobbying activities is a material
representation of fact upon which reliance was placed by the tier above
when this transaction was made or entered into. This disclosure is
required pursuant to 31 U.S.C. 1352. This information will be reported
to the Congress semi-annual and will be available for public inspection.
Any person who fails to file the required disclosure shall be subject to a
civil penalty of not less than $10,000 and not more than $100,000 for
each such failure
Yes No
Authorized Representative:
Marc Ott
Title: Assista 71anaaer �1/
Signature:
Telephone: (817) 6122 Date:
APPB TO FORM LEG TY:
Page 22 of 30 -.
v
ATTACHMENT F, Loan No.
ASSURANCES -- NON -CONSTRUCTION PROGRAMS
OMB Approval No. 0348-0040
Note: Certain of these assurances may not be applicable to your project or program. If you have questions, please contact the
awarding agency. Further, certain Federal awarding agencies may require applicants to certify to additional
assurances. If such is the case, you will be notified.
As the duly authorized representative of the applicant, I certify that the applicant:
1. Has the legal authority to apply for Federal assistance, and the institutional, managerial and financial capability
(including funds sufficient to pay the non -Federal share of project costs) to ensure proper planning, management and
completion of the project described in this application.
2. Will give the awarding agency, the Comptroller, the United States, and if appropriate, the State, through any
authorized representative, access to and the right to examine all records, books, papers, or documents related to the
award; and will establish a proper accounting system in accordance with generally accepted accounting standards or
agency directives.
3. Will establish safeguards to prohibit employees from using their positions for a purpose that constitutes or presents
the appearance of personal or organizational conflict of interest, or personal gain.
4. Will initiate and complete the work within the applicable time frame after receipt of approval of the awarding agency.
5. Will comply with the Intergovernmental Personnel Act of 1970 (42 U.S.C. §§ 4728-4763) relating to prescribed
standards for merit systems for programs funded under one of the nineteen statutes or regulations specified in
Appendix A of OPM's Standards for a Merit System of Personnel Administration (5 C.F.R. 900, Subpart F).
6. Will comply with all Federal statutes relating to nondiscrimination. These include but are not limited to: (a) Title VI
of the Civil Rights Act of 1964 (P.L. 88-352) which prohibits discrimination on the basis of race, color or national
origin; (b) Title IX of the Education Amendments of 1972, as amended (20 U.S.C. §§ 1681-1683, and 1685-1686),
which prohibits discrimination on the basis of sex; (c) Section 504 of the Rehabilitation Act of 1973, as amended (29
U.S.C. § 794), which prohibits discrimination on the basis of handicaps; (d) the Age Discrimination Act of 1975, as
amended (42 U.S.C. §§ 6101-6107), which prohibits discrimination on the basis of age; (e) the Drug Abuse Office
and Treatment Act of 1972 (P.L. 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; (f)
the Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (P.L. 91-
616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; (g) §§ 523 and 527 of
the Public Health Service Act of 1912 (42 U.S.C. 290 dd-3 and 290 ee-3), as amended, relating to confidentiality of
alcohol and drug abuse patient records; (h) Title Vill of the Civil Rights Act of 1968 (42 U.S.C. § 3601 et seq.), as
amended, relating to nondiscrimination in the sale, rental or financing of housing; (i) any other nondiscrimination
provisions in the specific statute(s) under which application for Federal assistance is being made; and 0) the
requirements of any other nondiscrimination statute(s) which may apply to the application.
7. Will comply, or has already complied, with the requirements of Titles II and III of the Uniform Relocation Assistance
and Real Property Acquisition Policies Act of 1970 (P.L. 91-646) which provide for fair and equitable treatment of
persons displaced or whose property is acquired as a result of Federal or federally assisted programs. These
requirements apply to all interests in real property acquired for project purposes regardless of Federal participation in
purchases.
8. Will comply with the provisions of the Hatch Act (5 U.S.C. §§ 1501-1508 and 7324-7328) which limit the political
activities of employees whose principal employment activities are funded in whole or in part with Federal funds.
9. Will comply, as applicable, with the provisions of the Davis -Bacon Act (40 U.S.C. §§ 276a to 276a-7), the Copeland
Act (40 U.S.C. § 276c and 18 U.S.C. §§ 874), and the Contract Work Hours and Safety Standards Act (40 U.S.C. §§
327-333), regarding labor standards for federally assisted construction sub -agreements.
Page 23 of 30
10. Will comply, if applicable, with flood insurance purchase requirements of Section 102(a) of the Flood Disaster
Protection Act of 1973 (P.L. 93- 234) which requires recipients in a special flood hazard area to participate in the
program and to purchase flood insurance if the total cost of insurable construction and acquisition is $10,000 or more.
11. Will comply with environmental standards which may be prescribed pursuant to the following: (a) institution of
environmental quality control measures under the National Environmental Policy Act of 1969 (P.L. 91-190) and
Executive Order (EO) 11514; (b) notification of violating facilities pursuant to EO 11738; (c) protection of wetlands
pursuant to EO 11990; (d) evaluation of flood hazards in flood plains in accordance with EO 11988; (e) assurance of
project consistency with the approved State management program developed under the Coastal Zone Management
Act of 1972 (16 U.S.C. §§ 1451 et seq.); (f) conformity of Federal actions to State (Clear Air) Implementation Plans
under Section 176(c) of the Clear Air Act of 1955, as amended (42 U.S.C. § 7401 et seq.); (g) protection of
underground sources of drinking water under the Safe Drinking Water Act of 1974, as amended, (P.L. 93-523); and
(h) protection of endangered species under the Endangered Species Act of 1973, as amended, (P.L. 93-205).
12. Will comply with the Wild and Scenic Rivers Act of 1968 (16 U.S.C. §§ 1271 et seq.) related to protecting
components or potential components of the national wild and scenic rivers system.
13. Will assist the awarding agency in assuring compliance with Section 106 of the National Historic Preservation Act of
1966, as amended (16 U.S.C. 470), EO 11593 (identification and protection of historic properties), and the
Archaeological and Historic Preservation Act of 1974 (16 U.S.C. 469 a-1 et seq.)
14. Will comply with P.L. 93-348 regarding the protection of human subjects involved in research, development, and
related activities supported by this award of assistance.
15. Will comply with the Laboratory Animal Welfare Act of 1966 (P.L. 89-544, as amended, 7 U.S.C. 2131 et seq.)
pertaining to the care, handling, and treatment of warm blooded animals held for research, teaching, or other activities
supported by this award of assistance.
16. Will comply with the Lead -Based Paint Poisoning Prevention Act (42 U.S.C. §§ 4801 et seq.) which prohibits the use
of lead based paint in construction or rehabilitation of residence structures.
17. Will cause to be performed the required financial and compliance audits in accordance with the Single Audit Act of
1984.
18. Will comply with all applicable requirements of all other Federal laws, executive orders, regulations and policies
governing this program.
Signajtii ov0orizedd ifying Official
Citv of Fort Worth
Applicant Organization
Assistant Citv Manager
Title
/b --13 D b
Date Submitted
V�U,�� �,C Co41^pn
Page 24 of 30
f�
ATTACHMENT G, Loan No.
Intellectual Property Provisions
AUTHORIZATION AND CONSENT (41 CFR 9-9.102-1)
The Government hereby gives its authorization and consent (without prejudice to any rights of indemnification) for all use and
manufacture, in the performance of this grant or any part hereof or any amendment hereto or any subcontract hereunder
(including all lower -tier subcontracts hereunder), of any invention described in and covered by a patent of the United States.
(a) embodied in the structure or composition of any article, the delivery of which is accepted by the Government under
this grant, or
(b) utilized in the machinery, tools, or methods, the use of which necessarily results from compliance by the Grantee or
the using subcontractor with
(i) specifications or written provisions now or hereafter forming a part of this grant, or
(ii) specific written instructions given by the Contracting Officer directing the manner of performance.
The entire liability to the Government for infringement of a patent of the United States shall be determined solely by the
provisions of the indemnity clauses, if any, included in this grant or any subcontract hereunder (including all lower -tier
subcontracts hereunder), and the Government assumes liability for all other infringement to the extent of the authorization and
consent herein above granted.
PATENT INDEMNITY (41 CFR 9-9.103-1)
If the amount of this contract is in excess of $10,000 the contractor shall indemnify the Government and its officers, agents, and
employees against liability, including costs, for infringement of any United States letters patent (except U.S. letters patent
issued upon an application which is now or may hereafter be kept secret or otherwise withheld from issue by order of the
Government) arising out of the manufacture or delivery of supplies or out of construction, alteration, modification, or repair of
real property (hereinafter referred to as "construction work") under this contract, or out of the use or disposal by or for the
account of the Government of such supplies or construction work. The foregoing indemnity shall not apply unless the
contractor shall have been informed as soon as practicable by the Government of the suit or action alleging such infringement,
and shall have been given such opportunity as is afforded by applicable laws, rules, or regulations to participate in the defense
thereof, and further, such indemnity shall not apply to: (a) an infringement resulting from compliance with specific written
instructions of the Contracting Officer directing a change in the supplies to be delivered or in the materials or equipment to be
used, or directing a manner of performance of the contract not normally used by the contractor; (b) an infringement resulting
from addition to or change in, such supplies or components furnished or construction work performed which addition or change
was made subsequent to delivery or performance by the contractor; or (c) a claimed infringement which is settled without the
consent of the contractor, unless required by final decree of a court of competent jurisdiction.
NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT INFRINGEMENT (41 CFR 9-9.104(b))
The provisions of this clause shall be applicable only if the amount of this grant exceeds $10,000.
(a) The Grantee shall report to the Contracting Officer, promptly and in reasonable written detail, each notice of
claim of patent or copyright infringement based on the performance of this grant of which the Grantee has
knowledge.
(b) In the event of any claim or suit against the Government on account of any alleged patent or copyright infringement
arising out of the performance of this grant or out of the use of any supplies furnished or work or services performed
hereunder, the Grantee shall furnish to the Government, when requested by the Contracting Officer, all evidence and
information in possession of the Grantee pertaining to such suit or claim. Such evidence and information shall be
furnished at the expense of the Government except where the Grantee has agreed to indemnify the Government.
(c) This clause shall be included in all contracts and subgrants under this grant.
Page 25of30
REPORTING OF ROYALTIES (41 CFR 9-9.110)
If this grant is in an amount which exceeds $10,000 and if any royalty payments are directly involved in the grant or are
reflected in the grant price to the Government, the Grantee agrees to report in writing to the Patent Counsel (with notification by
Patent Counsel to the Contracting Officer) during the performance of this grant and prior to its completion of final settlement
the amount of any royalties or other payments paid or to be paid by it directly to others in connection with the performance of
this grant together with the names and addresses of licensers to whom such payments are made and either the patent numbers
involved or such other information as will permit the identification of the patents or other basis on which the royalties are to be
paid. The approval of DOE of any individual payments or royalties shall not stop the Government at any time from contesting
the enforceability, validity or scope of, or title to, any patent under which a royalty or payments are made.
RIGHTS IN TECHNICAL DATA (SHORT FORM)
(a) Definitions. The definitions of terms set forth in DEAR 927.401 apply to the extent these terms are used herein.
(b) Allocation of Rifhts.
(1) The Government shall have:
(i) Unlimited rights in technical data first produced or specifically used in the performance of this grant;
(ii) The right of the Contracting Officer or his representatives to inspect, at all reasonable times up to three years
after final payment under this grant, all technical data first produced or specifically used in the grant (for
which inspection the Grantee or its contractor or subgrantee shall afford proper facilities to DOE); and
(iii) The right to have any technical data first produced or specifically used in the performance of this grant
delivered to the Government as the Contracting Officer may from time -to -time direct during the progress of
the work, or in any event as the Contracting Officer shall direct upon completion or termination of this grant.
(2) The Grantee shall have:
The right to use for its private purposes, subject to patent, security or other provisions of this grant, technical data
it first produces in the performance of this grant provided the date requirements of this grant have been met as of
the date of the private use of such data. The Grantee agrees that to the extent it receives or is given access to
proprietary data or other technical, business or financial data in the form of recorded information from DOE or a
DOE contractor or subcontractor, the Grantee shall treat such data in accordance with any restrictive legend
contained thereon, unless use is specially authorized by prior written approval of the Contracting Officer.
(c) Cotnvriv-hted Material.
(1) The Grantee agrees to, and does hereby grant to the Government, and to others acting on its behalf:
(i) A royalty -free, nonexclusive, irrevocable, worldwide license for Governmental purposes to reproduce,
distribute, display, and perform all copyrighted material first produced or composed in the performance of
this grant by the Grantee, its employees or any individual or concern specifically employed or assigned to
originate and prepare such material and to prepare derivative works based thereon; and
(ii) A license as aforesaid under any and all copyrighted or copyrighted work not first produced or composed by
the Grantee in the performance of this grant but which is incorporated in the material furnished under the
grant, provided that such license shall be only to the extent the Grantee now has, or prior to completion or
close-out of the grant, may acquire the right to grant such license without becoming liable to pay
compensation to others solely because of such grant.
(2) The Grantee agrees that it will not knowingly include any material copyrighted by others in any written or
copyrighted material furnished or delivered under this grant without a license as provided fo rre ,CI
Page 26 of 30
i `:
(1) (ii) of this section, or without the consent of the copyright owner, unless it obtains specific written approval of
the Contracting Officer for the inclusion of such copyrighted material.
RIGHTS TO PROPOSAL DATA (TECHNICAL) (48 CFR 52.227-23)
It is agreed that as a condition of award of this grant or modification and notwithstanding the conditions of any notice appearing
on the proposal(s), the Government shall have the right to use, duplicate, and disclose and have others to do so for any purpose
whatsoever, the technical data contained in the proposal(s) upon which the grant or modification is based.
Citv of Fort Worth
Organization Name
Marc Ott, Assistant Citv Manager
Name and Title of Authorize epresentative
Signature C
APPROVED TO Fdr'.i41 A ITY:
u �
Date
Page 27 of 30
ATTACHMENT H, Loan No.
TEXAS FAMILY CODE CERTIFICATION
If a Contractor is on the Texas Building and Procurement Commission's Centralized Master Bidders List, Contractor
must certify as set forth below by signing and dating this form in the blanks provided. All other Contractors must
supply all the information required on this form. In either case. the Dr0ner1v completed form must be included as Dart
of the this Agreement.
Under Section 231.006, Texas Family Code, Contractor certifies that the individual or business entity named in this contract or
offer is not ineligible to receive the specified grant, loan, or payment and acknowledges that this contract may be terminated
and payment may be withheld if this certification is inaccurate.
To comply with Section 231.006, this form must be signed by the person who is authorized to sign and submit an offer on
behalf of a businesrena subj t to Section 231.006, and thereby binds Contractor.
Signature of Authorized Personnel Date Signed
Marc Ott Assistant Citv Manager
Printed Name of Authorized Personnel Title of Authorized Personnel
If the Contractor is NOT on the Texas Building and Procurement Commission's Centralized Master Bidders List, the
following information must be completed before the contract may be signed on behalf of the Agency.
Please Circle Business type: Sole proprietorship partnership corporation other (explain)
*Name and Social Security Number of the individual or sole proprietor and/or each partner, shareholder, or owner with an
ownership interest of at least twenty-five percent (25%) of the business entity submitting the offer:
Name Social Security Number
Name Social Security Number
Name Social Security Number
Name Social Security Number
FEDERAL PRIVACY ACT NOTICE: This notice is given pursuant to the Federal Privacy Act. Disclosure of your Social Security
Number (SSN) is required under Section 231.006(c) and Section 231.302(c)(2) of the Texas Family Code. The SSN will be used to identify
persons that may owe child support. The SSN will be kept confidential to the fullest extent allowed under Section 231.302(e) of the Texas
Family Code.
�..:�► ,� - � � � ; •�� ►1 `illy ' r
Page 28 of 30
ATTACHMENT I, Loan No.
CRIMINAL CONVICTION CERTIFICATION
This Criminal Conviction Certification Form is incorporated as part of this Agreement.
Contractor represents and warrants that it will comply with the following condition:
"Contractor must take appropriate steps to become informed as to each proposed employee's criminal
convictions, if any, and must inform Lender's Contract Administrator of any such criminal convictions
prior to approval by Lender's Contract Administrator. Falsification of the facts relating to criminal
convictions or any other information furnished by Contractor to Lender will be grounds for contract
termination or for any other remedies available to Lender under the contract, at law or in equity."
Contractor must have an authorized company representative sign this letter in the blank provided below, and return
the signed form along with the other required paperwork.
In aid in confirming the qualifications of Contractor's employees who will or may be assigned to this Agreement,
by signing this form and checking the appropriate space, Contractor states that all assigned employees have no
criminal convictions. If one or more individuals have felony convictions, Contractor must describe the nature and
timing of each conviction in a separate letter.
If Lender becomes aware that the completed certification form is false, or if Contractor fails to promptly advise
Lender of a criminal conviction occurring after the certification becomes effective, Lender shall have the option to
terminate the Agreement without further obligation to Contractor.
Contractor certifies that all currently assigned employees have no criminal convictions.
Contractor will notify Lender's Contract Administrator if any future proposed employee has any
criminal conviction or if any information for any assigned employee has changed.
Contractor certifies the following information describes the nature and timing of each conviction
for each employee listed. Contractor will promptly notify Lender's Contract Administrator of any
changes or updates the information provided. (Please attach a separate letter explaining these
convictions.)
Signature of Au presentative Date Signed
Marc Ott
Printed Name of Authorized Personnel
Assistant Citv Manaaer
Title of Authorized Personnel
Page 29 of 30
ATTACHMENT J, Loan No.
NONDISCLOSURE AGREEMENT
In consideration of the Comptroller retaining the services of Citv of Fort Worth, (Contractor) and because
of the sensitivity of certain information which may come under the care and control of Contractor, both
parties agree that all information regarding Comptroller, or gathered, produced, or derived from or
accessed as a result of the Agreement (Confidential Information) must remain confidential subject to
release only by written permission of Comptroller, and more specifically agree as follows:
1. The Confidential Information may be used by Contractor only to assist Contractor in connection with its
engagement with Comptroller.
2. Contractor shall not, at any time, use the Confidential Information in any fashion, form, or manner except
in its capacity as independent contractor to Comptroller.
3. Contractor shall maintain the confidentiality of any and all deliverables resulting from the Agreement in
the same manner that it protects the confidentiality of its own proprietary products of like kind.
4. The Confidential Information may not be copied or reproduced without Comptroller's written consent.
5. All Confidential materials made available to Contractor, including copies thereof, must be returned to
Comptroller upon the first to occur of, (a) completion of the project, or (b) request by Comptroller.
6. The foregoing must not prohibit or limit Contractor use of the information (including, but not limited to,
ideas, concepts, know-how, techniques and methodologies) (a) previously known to it, (b) independently
developed by it, (c) acquired by it from a third parry, or (d) which is or becomes part of the public domain
through no breach to Contractor of this agreement.
7. This agreement shall become effective as of the date Confidential Information is first made available to
Contractor and must survive the Agreement and be a continuing requirement.
The breach of this Nondisclosure Agreement by Contractor shall entitle Comptroller to immediately
terminate the Agreement upon written notice to Contractor for such breach. The parties acknowledge that
the measure of damages in the event of a breach of this Nondisclosure Agreement may be difficult or
impossible to calculate, depending on the nature of the breach. Regardless of whether Comptroller elects to
terminate the Agreement upon the breach hereof, Comptroller may require Contractor to pay to
Comptroller the sum of $1,000 for each breach as liquidated damages. This amount is not intended to be
in the nature of a penalty, but is intended to be a reasonable estimate of the amount of damages to
Comptroller in the event of a breach hereof by Contractor. Comptroller does not waive any right to seek
additional relief, either equitable or otherwise, concerning any br of this Agreement.
City of Fort , 6th /
APPR 'CO FORM TY: By:
Signature
h8sisfant a Bey„
Title: Assistant Citv Manager
Date: /D -13 — b �
Page 30 of 30
LOANSTAR DISBURSEMENT REQUESTS
Made to Texas Comptrollers of Pubic Accounts
State Energy Conservation Office
Your LoanSTAR loan is styled as a line of credit, authorizing your institution to implement specific
energy conservation retrofit measures (ECRMs) and to receive loan funds up to the amount designated for
each project. Article 6 of the loan agreement describes the disbursement of the loan:
"The Loan shall be disbursed in installments, no more frequently than monthly, following
presentation by Borrower to Lender of requests for disbursement to pay the costs of goods
purchased and services performed. Each request for disbursement shall be made on a form
or voucher approved by Lender and the State of Texas, supported by bills, statements or
invoices for the goods or services to be paid with the Loan installment and such other
documentation that in Lender's sole discretion allows for full substantiation of the costs
incurred by Borrower. Borrower's requests for disbursement shall be made to and received
by Lender not later than sixty days after Borrower pays for or authorized payment for the
goods and services, and Lender shall have no obligation to make disbursements for the
costs of goods and services, if Borrower fails to comply with this requirement.
Notwithstanding any other provision of this Agreement or any other document to the
contrary, the total of all installments disbursed by Lender to Borrower shall not exceed the
total amount of the Loan set forth in Paragraph 2 of this Agreement"
PLEASE PRESENT YOUR REOUEST FOR LOAN DISBURSEMENT IN THE
FOLLOWING MANNER:
1. Cover Letter.
2. Voucher Information Summary Sheet, this sheet has to be completely filled out
and signed by the appropriate authority.
3. LoanSTAR Disbursement Summary Sheet, listing each ECRM and its individual
authorized loan amount, the current request for payment, total of all requests,
retainage if applicable, and balance remaining for each ECRM. Columns should be
totaled to show balances for the entire loan. (See attached example.)
4. Supporting Documents, with signatures verifying that the goods and services have
been delivered and that the Borrower has made payment for them Copies of
summary bills (such as AIA Document G702/G703) signed by the contractor, plus
copies of paid vouchers are normally sufficient.
5. Mail Disbursement Attention to: David Schiller
Texas Comptroller of Public Accounts
LBJ Building
State Energy Conservation Office
111 East 17`h Street
Austin, Texas 78774
Allow a minimum of four weeks for your request to be processed. For additional informatioi- please contact
Theresa Sifuentes 512 463-1896. Y,,j
,Aoa\1oanstar\teri\doC
Contractor must fully complete, sign and submit with each claim
CONTRACTOR
CONTRACT NUMBER (4 DIGITS)
VENDOR I.D.# (14 DIGITS)
PROGRAM CONTACT PERSON AT ENERGY OFFICE
PERIOD COVERED BY CLAIM THRU
TOTAL AMOUNT OF THIS CLAIM $
ITEMIZATION OF THIS CLAIM BY CONTRACT BUDGET CATEGORY:
01. Professional Services
$
02 Salaries
$
03 Benefits
$
04 Personnel
$
05 Travel
$
06 Supplies & Materials
07 Subcontract
S
08 Equipment
5
09 Other Direct Operating Expenses.
$
10 Indirect Costs
$
12 Engineering Services
$
13 Loans
$
11 Contractor Provided Match $
CERTIFICATION OF CLAIM
BY CONTRACTOR:
TITLE:
VW.0a,orvp
LOAN STAR DISBURSEMENT SUMMARY
Billing date:
Billing period:
Agency:
Agency No.: Signature:
Loan Number. Phone:
E
C DescrlpUon of Energy Approved Current Cutrent
R Conservation Retrofit Measure ECRM Loan Payment Retainege
Building M (ECRM) (a) Amount (b) Request
TOTAL ECRM AMOUNTS
10•/G Contlnqency Allowance
Englneerinq Audit Expense
Meterinq Expense
TOTALS
Comments:
40
Documentation for these
figures Is attached
t
a) OR ECRMs may be cancelled after loan is granted without prior written lender approval.
bj includes detailed engineering design, labor. and materials.
c) Cost of Itxlividual ECRM projects may not exceed 1200/G of approved loan amount.
/kny Individual varinnces exceeding IMF amount must receive prior written approval from lender.
Cumulative .
Cumulative
Payments
Retalnuge
(Incl current)
(Incl current
Remaining
Balance (c)
APPLICATION AND CERTIFICATE FOR PAYMENT . AIA DOCUMENT C702 f �
/� K '�4etc:( oNt C" 3
10 (Owner): PROJECT: ED11 S '(� APPLICAWN NO: 3 DisidbullomP
v 4 J44/90 L3 OWNER'
PERIOD FROM: 5/ 17/ 90 U ARCI II I EC
TO: 0 CONIRAC
ATTENTION: ..TRACT FOR:
ARCI IITECT'S v
PROJECT NO:
_ CONTRACT DATE: Jaimary 30, 1990
Application ide for Paymeni, as CONTRACTOR'S APPLICATION FOR -PAYMENT Continual onsSlneel, AIA Document G703,vis attached el. in connection will) life
CHANGE ORDER SUNIMARY The present status of life account for this Contract is as follows:
,Change Order$ al+proved A0011IONS DEDUCTIONS ORIGINAL CONTRACT SUM .............. . . . . . . . S 1►01011000 j
in previous n+onths .by
p,wner
• 1OTAt
Approved this Mut+lh
.Number (late Approvedl
TOTALS
Vet change by Cltan;e Orders
the undersigned Conttactur certifies That lu drr best of his knnwletive.
++►lotmat;on and belief file Work covered bl• This Application Inv
1'arment loss been completed in accordance %vrlb The Cunlracl Dace•
menu, that Al amounts h.tvc l+ccn paid br bills for Wrrrk fur +whirl+
previous Cenificates lot Payment were Issued xdd payn+cnts received
Room the O+vnc►, and that current pal mrnl shown herein it now due.
CONTRACTCW INC.
Roy:_ Date: 5/17/90
r
ARCHITECT'S CiRTIFICATE FOR PAYMENT
In a.rcotdance with the Contract Pocuments, based on on -site obser-
vations and the data tomprksing the above application. the Architect
certifies to flit Owner that the Work has progressed to the point
1.i+�di�al.4T1: that to the best of his knowledge, Information and belief,
ll,e quality of file Work Is In accordance +rills lire Cnr+leacl Vocu.
and that ill* Cor+lractor Is enlilfcd to parmnnt of the AMOUNT
Net change by Change Orders ..................... s
CONTRACT SUM TO DATE ........................ S 11101011000.
TOTAL COMPLETED & STORED TO DATE ........... S_ 324,280.
(Column G on G7011
RETAINAGE 5 % ........... .... s 16 214.
or total in Column 1 on G703
TOTAL EARNED LESS RETAINAGE .................. S 3081,000.
LESS PREVIOUS CERTIFICATES FOR PAYMENT ....... S 18S $ 383.
CURRENT PAYMENT DUE ......................... S 12' ate.).►
State ofc texas County,o(: 'I'mvlS
SubscribedanflAwornlqbjlore me this 17t11ay of pLw , 7yJU
Notary Public:
My Commission exis fes: 09/29/90 r
AMOUNT CERTIFIED ............................. S / 2 2. 6 P3
• (Attach explanation 11 amount eerielied differs from the amount applied lor.)
ARCHITECT:
By: ,46a �� fl90
( Date:
lhls Certificate Is not nettoilable. The AMOUNT CERTmfo rr navahl..—..r......r__
CONTINUATION SWEET
AIA DOCUMENT G703 PACE 2 of
AIA Document G702, APPLICATION AND CERTIFICATE FOR PAYMENT, containing ' • PLICNTION NUMBER: 3
Contractors signed Cettilication is attached. APPLICATION DAZE: Mty 17, 1990
In tabulations below, amounts are stated to the nearest dollar. PERIOD FROM: 4/24/91l
Use Column I on Contracts where variable retainage for line items may apply, j TO: 5/17/90
ARCHITECT'S PROJECT NO:
A C D E I ( c It
WORK CUMPLEIEU IOTAL COMNE1E1.)
11(M D(SCRIPTION Of WORK •SCIIEDUtEO 71,Is Application AND SIOREO . x OAIANC( MA
No. VALUE Prerlous 10 DAIS (G+CI Tn I11,1Isil
Applications Work In Place Stored Matetlals ID+E+I) (C—CI
(not In O or E)
1.
Bond, ins. Submittal
'
60000.00
40500:00
2.
VF•D & Fans
. M
126, 259.00
700000'.00
31, 000.00
L
' 40000.00
3.
Insulation
Al
1, S00. 00
L
2,700.00
4.•
Pipe; Valves, Ftps.
M
10000.00
.'':.
L
.110800.00
S.
Filters
Dl
3,000.00
1
:.
L
1,000.UU
1.
6..
Sheetmetal
M
12,000.00
; �
! �=
` 1
110200.06
L
18,000.00
11-800.00
17.
Temp. Controls
M
36,UUO.OU
32,400.00
L
540,000.00
,.
S,400.00
8.
Test & Valance
L
12,800.00
9.
Electrical
M
19#377.00
L
29,O64.00
10.
Gen. Construction
M
2,600.00
L 30,900.'00
' V
...0,900.00 1 39,400.0 1
40500.00, 75
101,000.00 80
1,200.001.• 110
1, 800.00: 10
320,400.00 90
S,400.00 10
1,500.00
2S,2S9.00
4,000.00
10500.00
20700.00
100M.00
118W.00
3,000.00
1,UUU.UU
:10,800.00
16,200.UU
3,600.00
48,600.00
12,800.00
19,377.00
29,U64.OU
2,600AU
3,9UU.0C
22
S,Os
1,62
2i
a
146,300.00 44 1 TRR 71111 lift 1 -7 11
E
BUILDING C
M
IRP 2
� a
Comm. Bld9s.) 1 j
Comm. Bldg$. 2
Comm. Bldgs. 3
Comm. Bldg$. 7 J
I'D 0 I I I
1=D0 2
EDO 3
EDO 4
GM 1
W 4
GAR 5
GEA 2
L•EA 3
tan 2
ran 3
"Al 3
PAI 5
PAI 16
PAI 17�
PAI ( 8
PAI 9 I
PCL 1
PCL 2
PCL 3
RAS 1
UIC 1
UTC 2
UIC 4
WAG 2
YVC}'! 2
WCH 4
"CH 5
WEL 1
WEL 2
WEL 3
WIN 2
WIN 3
Totals
Descrlptlon
Loan Cumulative Cumulative Current Current • Remaining
Amount Payments Relalnage 5% Payment nelalnage 5% Balance
fincl current pmt) (Inc) curront tel)
Dual Duct VAV 122,966.00
VAV Chilled Water Pumping 11,993.00
VAV Convorslon 404,674.00
Variable Spood CW Pumping 68,502.00'
Lighllnq Control 4,1 11.00'
Two Spoed AHU Molors/JC-80 66,278.00
Replace Incandescent Lighting 50.036.00
Occupancy Sensors 1,045.00
VAV Conversion 555.066.00
Variable S ed Pump Drive 30,021.00
FCM Connection 19.194.00
Dual Duct VAV 59,979.00
VAV Chillod Water Pumping 8,313.00
Dual Duct VAV 134,815.00
VAV Chillod Walor Pumping 10.643.00
Dual Duct VAV 161.842.00
VAV Chilled Water Pumping 10,674.00
Turn Off AC's 2, 3, d 4 4.768.00
Cold Dock Controls, AC-1 41,958.00
VAV Conversion AC-1 58,8 f 9.00
Replace AC-3 S 4 34,267.00
VAV Conversion AC-5 77,124.00
VAV Conversion AC-6 37,375.00
VAV Conversion 706,764.00
Occupancy Sensors 3,250.00
Variable Spood CWP 25,129.00
Hot and Cold Deck Rosol 19,369.00
VAV Conversion 328,820.00
Install Three•Posilion Switches 3,091.00
Variable Spoed CW Pumping 34,344.00
Dual Duct VAV 86,852.00
Replace Economlzor Controls AC-1 2.790.00
Dual Duct VAV 64,700.00
VAV Chillod Water Pumpinq 9.675.00
VAV Conversion 734,726.00
Replace Incandescent Lights I 16.71'
CWP Variable Speed
Dun[ Duct VAV
VAV Chillod Wntor Pum--'
.302.001
$ �N
153,995.00
101,55S.00
. 83,828.00
339.376.00
8,530.00 145,920.00
5.045.00 92,OSS,001
4,637.00 793553.00,
8,105.001
5.345.00
4,412.00
1 i
317,528.00( 17.862.001
There figures refer to an I
anachod vouchor <
122,966.00�
11.993.00
242,349.00
68,502.00
4,111,00
66,278,00
50.036.001
1,845.00
555.066.00
30.021.00
19,194.00
59,979.00
8,313.00
134.815.001
10.643.00
161,842.00
10.674.00
4.768.00
41.958,00
58.819.00
34.267.00
77.124.00
37.375.00
599,364.00
3,250.00
25,129S
19.369.
355
243,,09'
34.34
86;8'
6 4.
730
• � J
t r0
(%\�r 00
1.00
o4-Vt CO
COMPTROLLER OF PUBLIC ACCOUNTS
P.O. BOX 13528
*xrs AUSTIN, TX 78711-3528
CAROLE KEETON STRAYHORN
Comptroller
October 24, 2006
Marc Ott
Assistant City Manager
City of Fort Worth
1000 Throckmorton Street
Fort Worth, Texas 76102
Dear Assistant City Manager Ott:
I am pleased to convey the enclosed LoanSTAR Revolving Loan #07-00210-4-038-0 (CL210)
with the Texas Comptroller of Public Accounts, State Energy Conservation Office.
Enclosed you will find a LoanSTAR Disbursement Request. This request gives you an outline of
how to submit your reimbursement vouchers. Vouchers for disbursement should reference loan
#07-00210-4-038-0 (CL210) and be submitted to:
David Schiller
Comptroller of Public Accounts
State Energy Conservation Office
LBJ State Office Building
111 East 17th Street, Room 1114
Austin, Texas 78774
We would like to thank you for participating in the LoanSTAR Revolving Loan Program and in it
efforts toward energy conservation. This loan will not only assist City of Fort Worth in reducing
their utility bills but will also save money for the taxpayers of the State of Texas.
The State Energy Conservation Office looks forward to working with you and your office. If you
have any questions regarding this loan, please call me at (512) 463-1896.
Sincerel
eresa Siflentes
LoanSTAR Program Manager
State Energy Conservation Office
Enclosures
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 9/26/2006 - Ordinance No. 17213-09-2006
DATE: Tuesday, September 26, 2006
LOG NAME: 20ESPCIII
REFERENCE NO.: C-21737
SUBJECT:
Authorize Execution of a Loan Agreement with the Texas State Energy Conservation Office,
Authorize a Transfer of Funds, Adopt an Appropriation Ordinance, and Authorize Execution of a
Contract Amendment to Construct Phase III of the City's Energy Savings Performance Contract
with Johnson Controls, Inc.
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the City Manager to execute a Loan Agreement in the amount of $5,000,000 from the Texas
State Energy Conservation Office (SECO) to finance the construction of Phase III of the City's Energy
Savings Performance Contract with Johnson Controls, Inc., (JCI) pending approval of the SECO LoanSTAR
Loan Application;
2. Authorize the transfer of funds from the Public Events Fund to the Specially Funded Capital Projects
Fund in the amount of $198,937;
3. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in the
Specially Funded Capital Projects Fund in the amount of $5,198,937; and
4. Authorize the City Manager to execute Amendment Number 2 to City Secretary Contract No.29110 with
Johnson Controls, Inc., (JCI) in the amount of $5,178,937 for construction of the ESPC Phase III project.
DISCUSSION:
Total funding of $5,198,937 includes the Johnson Controls, Inc. (JCI) contract amount of $5,178,937 and
$20,000 for construction management by City Architectural Services Division staff. Funding for this
$5,198,937 infrastructure project is to come from two sources. The majority of the project construction
funding is from a SECO LoanSTAR loan of $5,000,000, and includes the $20,000 for construction
management by City staff. Repayment of this loan will come from accumulated utility cost avoidance
accruing to the General Fund's Non -Departmental electricity account. The second funding source for this
project is from the Public Events Department's Improvement Fund in the amount of $198,937. These funds
are to be used for maintenance work necessary at the Will Rogers Memorial Center (WRMC); work
appropriately undertaken during construction of the larger conservation project.
The proposed project represents the third such energy conservation project undertaken by the City in
service of Texas Senate Bill 5 goals, improving the City's air quality while also reducing the City's energy
budget. Phase [it of the City's Energy Savings Performance Contract (ESPC) is recommended due to the
success of the previous two phases.
Backqround
On September 2, 2003, (M&C C-19739) City Council authorized execution of the City's first Energy Savings
Logname: 55SPfNKS RAMP Page 1 of 3
Performance Contract (ESPC) with Johnson Controls, Inc. (JCI), ESPC Phase I. Completed in September
2004, ESPC Phase I resulted in the implementation of a $3,063,090 infrastructure project at the City Hall,
Public Safety, West Annex and Meacham Airport Terminal buildings. The project scope included lighting,
HVAC, control and water conservation measures. The City's contract with JCI allows for the execution of
subsequent phases of work via contract amendment. Construction financing was secured through SECO's
LoanSTAR program, a revolving fund offering financing at an interest rate of 3.0% of conservation projects
that indicate a maximum 10-year simple -payback.
On February 7, 2006, (M&C C-21289) City Council authorized execution of the City's ESPC Phase II with
JCI. Scheduled for completion in December 2006, the $2,395,659 ESPC Phase II project includes HVAC,
control and power factor correction improvements at the City's WRMC, Fort Worth Convention Center
(FWCC), and Central Library facilities. Construction of Phase II has been funded through amendment of
the City's original SECO LoanSTAR loan approved for ESPC Phase I.
Current
On July 26, 2005, (M&C C-20867) City Council authorized execution of a contract with JCI to conduct a
detailed energy audit and engineering evaluation of the City's WRMC, FWCC, Police Administration and
Central Library facilities in development of a follow-on project to the successful ESPC Phase 1 project. The
assessment reports and ESPC's II & III have been reviewed and approved by City staff as well as by
Kinsman and Associates, retained by the City as a 3rd-party reviewer. ESPC Phase III is to be contracted
separately from the Phase II project due to SECO funding limitations.
ESPC Phase III's recommends a $5,198,937 infrastructure improvement project that will pay for itself
through avoided energy costs. The estimated energy cost savings generated will result in a simple -payback
of 7.3-years, less than the 10-year limit set by the City. JCI guarantees the City energy savings of $711,324
in Year 1 after implementation and a total of $7,960,145 over its 10-year Assured Performance Guarantee
period. The project scope includes lighting, HVAC, and control system improvement for the City's WRMC,
FWCC, and Central Library facilities.
ESPC Phase III incorporates two annual service agreements in support of the project, in addition to the
project's turnkey design, installation and construction. The first agreement is for JCI to provide Assured
Performance Guarantee Services for reporting of actual energy savings, as required by law for such
projects, at a Year 1 cost to the City of $51,060. The second agreement is for JCI to provide the services of
a Building Efficiency Specialist to support City staff in control system programming and optimization, at a
Year 1 cost of $54,042.
The appropriation ordinance recommended by this M&C is necessary so that construction funds will be
available to make monthly progress payments to JCI as the project work progresses. During construction,
City -approved JCI requests for payment will be made through this appropriation. In turn, the City will
request expense reimbursement from the SECO. The Fund/Account/Centers listed below will be used both
to make the associated construction progress payments to JCI and to receive the reimbursements from the
SECO.
JCI is in compliance with the City's M/WBE Ordinance by committing to 25 percent M/WBE participation
from the total award for construction and supplies. The City's goal on this project is 25 percent.
The City facilities involved in this project are in COUNCIL DISTRICTS 7 and 9, but serve the entire City.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director further certifies that, upon approval of the above recommendations and adoption of
the attached appropriation ordinance, funds will be available in the current operating budget, as
appropriated, of the Specially Funded Capital Projects Fund. Funds will be available in future operating
budgets for the repayment of the loan.
Logna ne: 55SPINKS RAMP Page 2 of 3
TO Fund/Account/Centers
M $5,000,000.00
GC35 488100 020020003000
0 $198,937.00
GC35 472192 020020003000
M $5.198, 937.00
GC35 539120 020020003000
Submitted for Citv Manager's Office bv:
Oriainatina Department Head:
Additional Information Contact:
FROM Fund/Account/Centers
GC35 539120 020020003000
$5,198.937.00
2 $198,937.00
C192 538070 025192004002
Marc Ott (8476)
Robert Goode (7804)
Greg Simmons (7862)
Logname: 55SPINKS RAMP Page 3 of 3