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DEFINITIONS When used in this Agreement, the following capitalized words shall have the meanings ascribed to them below: "Baseline" is the description outlined herein that defines the Baseline Usage Baseline Usage Unit Costs and facilities, systems, or equipment operations and characteristics, and environmental conditions that are to be used as the benchmark for determining cost avoidance. "Baseline Period" is the period of time (specified below) coordinated with the Baseline Usage for the purpose of utility bill analysis (see "Option C") to allow the comparison of a Guarantee Year against a Baseline. The Baseline Period may not always be one contiguous element of time and may be different from a 365-day annual period. Baseline information from non-contiguous elements of time may be normalized and assigned to a specified Baseline Period. "Baseline Usage" the calculated or measured energy usage (demand) by a piece of equipment or a site prior to the implementation of the ECMs. Baseline physical conditions, such as equipment counts, nameplate data, and control strategies, will typically be determined through surveys, inspections, and/or metering at the site. "Base Year" is equivalent to 'Baseline" and may not always be one contiguous element of time and may be different from a 365-day annual period. "Interim Period" The time period between the start of the project installation and the Commencement Date. "Construction Savings Period" The time period(s) between the completion of installation and start of providing substantial benefit to the CITY for each single specific ECM vs. the Commencement Date. "Cost Avoidance" means the difference between the actual cost incurred during a selected time period versus what the cost would have been had the cost avoidance strategy not been implemented. "Covered Systems and Equipment" as used herein means the systems and equipment identified in Schedule A and its Attacbment(s) (Scope of Work) and Schedule (Support Services). "Energy Cost Avoidance Guarantee Practices" are those practices identified herein, intended to achieve avoided costs in energy expenses. "Energy Auditing" means the act of Measurement and Verification (M&V) to determine the Guarantee Savings. "Energy Costs" may include the cost of electricity and fuels to operate HVAC equipment, facility mechanical and lighting systems, and energy management systems, and the cost of water and sewer usage, as applicable. "ECM" The Energy Conservation Measure (ECM) is the installation of equipment or systems, or modification of equipment or systems as described in Schedule A and its Attachment(s), for the purpose of reducing utility (energy, water, etc.) consumption and demand and costs and/or non -utility costs. "Facilities" shall mean those buildings where the energy cost savings will be realized. Schedule C Page 1 "F.E.M.P." shall mean the Federal Energy Management Program of the U.S. Department of Energy and its Measurement and Verification Guidelines for Federal Energy Projects (DOE/GO-102000-0960, September 2000), The F.E.M.P. guidelines classify measurement & verification approaches as Option A, Option B, Option C, and Option D. The F.E.M.P. Guideline was developed based on the International Performance Measurement and Verification Protocol (I.P.M.V.P.). The focus of the F.E.M.P. M&V Guidelines is on choosing the M&V option and method most appropriate for specific projects. "Financing Document" refers to that document executed between CITY and a third -party financing entity providing for payments from CITY to third -party financing entity. "Commencement Date" is defined in Section 3.13 of the Agreement. "First Guarantee Year" is defined as the period beginning on the first (1st) day of the month following the Commencement Date and ending on the day prior to the first (Ist) anniversary thereof. "Guarantee Period" is defined as the period beginning on the first (1st) day of the First Guarantee Year and ending on the last day of the final Guarantee Year. Also known as "Performance Period." "Guarantee Year" is defined as the First Guarantee Year and each of the successive twelve (12) month periods commencing on the anniversary of the commencement of the First Guarantee Year throughout the Tenn of this Agreement. "Guaranteed Savings" is defined as the amount of avoided Energy Costs necessary to pay for the cost of the Work and Support Services incurred by CITY in each Guarantee Year [as identified in Section 3.1 hereof]. " 1.P.M.V.P." International Performance Measurement and Verification Protocol (July 1997) provides an overview of current best practice techniques available for measurement & verification of performance contracts. This document is the basis for the F.E.M.P. protocol. The techniques are classified as Option A, Option B, Option C, and Option D. "Measurement and Verification Plan" (M&V Plan) is defined as the plan providing details on how the Guarantee Savings will be verified. "Option A" is a verification approach that is designed for projects in which the potential to perform needs to be verified, but the actual on -going, year over year performance can be stipulated based on the results of the "potential to perform and generate Savings" verification and engineering calculations. Option A involves procedures for verifying that: • Baseline conditions have been properly defined; and • The equipment and/or systems that were contracted to be installed have been installed; and • The installed equipment components or systems, at the end of the interim period, meet the specifications of the contract in terms of quantity, quality, and rating; and • The installed equipment is operating and performing in accordance with the specifications in the contract and meeting all functional tests. • The "potential to perform and generate Savings" may involve pre -retrofit and post -retrofit measurements or may be based on manufacturer and vendor data. "Option B" is for projects in which the potential to perfonn and generate Savings needs to be verified; and actual performance needs to be measured (verified). Option B involves procedures for verifying the same items as Option A plus verifying actual performance of equipment component or system. Performance verification techniques involve engineering calculations with metering and monitoring for verifying that: Schedule C Page 2 • The installed equipment components or systems, each year of the performance period, meet the specifications of the contract in terns of quantity, quality and rating, and operation and functional performance. "Option C" is also for projects in which the potential to perform needs to be verified and actual performance during the term of the contract needs to be verified. Option C involves procedures for verifying the same items as Option A plus verifying achieved energy savings during the term of the contract using whole building utility meter analysis performance verification techniques. "Option D" is a verification technique where calibrated simulations of the baseline energy use and/or calibrated simulations of the post -installation energy consumption are used to measure Savings from the Energy Conservation Measures. Option D can involve measurements of energy use both before and after the Retrofit for specific equipment or energy end use as needed to calibrate the simulation program. Periodic inspections of the equipment may also be warranted. Energy consumption is calculated by developing calibrated hourly simulation models of whole -building energy use, or equipment sub -systems in the baseline mode and in the post -installation mode and comparing the simulated annual differences for either an average year or for conditions that correspond to the specific year during either the baseline or post -installation period. "Potential -to -Save" or "Potential -to -Perform" by an ECM is satisfied when a measure is properly installed and has the potential to generate predicted levels of energy cost avoidance. Verification of an ECM's "potential -to - save" is satisfied upon CITY's sienine of Exhibit III Certificate of Acceptance. Also see "Option A". "Retrofit" is the work provided by ESCO as defined by the "ECMs." "Retrofit and Support Costs" are the sum of the (i) the financing payments required to be made by CITY pursuant to the Financing Document; and (ii) the payments required to be made by CITY for Support Services. "Retrofit Isolation Method (RIM) or Approach" is an M&V approach that verifies the Guarantee Savings using techniques that isolate the energy use of the ECM and affected systems separate from the energy use of the rest of the facility. This method is used to mitigate the interactive energy effects of changes made to the facility outside of ESCO's control. "Savings" is defined as avoided, defrayed, or reallocated costs. "Support Services" is defined as the services to be provided by ESCO and described in Schedules D and J. "Terra" shall have the meaning as defined in Section 2 hereof. "Total Guarantee Year Savings" is defined as the summation of avoided Energy Costs realized by Facilities in each Guarantee Year as a result of the Retrofit and Support Services provided by ESCO. 2. TERM AND TERMINATION 2.1 Guarantee Term. The Term of this Guarantee Period shall commence on the first (1st) day of the month following the Commencement Date pursuant to this Agreement and shall terminate at the end of the Guarantee Period unless terminated earlier as provided for herein. The Term of this Guarantee Period is defined below. 2.2 Guarantee Termination. Given that both parties recognize that the energy savings can only be achieved if the systems and equipment are properly maintained throughout the Guarantee Term, City agrees that the savings guarantee set forth herein is dependent upon the continuation of any existing Support Services Agreements by ESCO or by OTHERS. City shall continue to contract with ESCO for the Energy Auditing and Analysis Services set forth in this Agreement for the entire term of the savings guarantee term. Should this Agreement, or other existing Agreements covering systems and equipment not covered in this Agreement, be terminated (including, as applicable, the Support Services Agreement — Schedules D and J) in whole or in part for any reason prior to the Schedule C Page 3 end of the Tenn, the Guarantee for the Guarantee Year in which such termination becomes effective shall be prorated as of the effective date of such termination, with a reasonable adjustment for seasonal fluctuations in Energy Costs, and the Guarantee for all subsequent Guarantee Years shall be null and void. 3. SAVINGS GUARANTEE 3.1 Guarantee Savings. ESCO guarantees to CITY that the identified Facilities will realize the total energy cost avoidance through the combined value of all ECMs over the Tenn of the contract as defined in Section 6 below. In no event shall the savings guarantee provided herein exceed the total installation, support services, and financing costs for the Work under this Agreement. 3.1.1 Additional Savings Before The Commencement Date. All energy cost avoidance realized by CITY that result from activities undertaken by ESCO prior to The Commencement Date, including any utility rebates or other incentives earned as a direct result of the installed Energy Conservation Measures or Support Services provided by ESCO, shall be fully retained by the City and credited toward the Guaranteed Savings for the First Guarantee Year and subsequent Guarantee Years if applicable. 3.1.2 Additional Savings After Final Proiect Acceptance. Additional energy and/or operational cost avoidance, including any utility rebates or other incentives, that can be demonstrated, or earned, as a result of ESCO's efforts that result in no additional costs to CITY beyond the costs identified in this Agreement will be included in the guarantee savings reconciliation report for the applicable Guarantee Year(s). 3.1.3 Cumulation of Savings. The Guaranteed Savings in each Guarantee Year are considered satisfied if the Total Guarantee Year Savings for such Guarantee Year equals or exceeds the Retrofit and Support Costs for such Guarantee Year, or the amount identified in Section 6 below. 3.1.4 RESERVED 3.1.5 Savings Shortfalls. In the event that the Total Guarantee Year Savings in any Guarantee Year is less than the Guaranteed Savings required for that Guarantee Year, ESCO shall, upon receipt of written demand from CITY, compensate CITY the amount of any such shortfall, in such form as agreed to by the parties, limited by the value of the guarantee, within forty-five (45) days. Resulting compensation shall be ESCO's sole liability for any shortfall in the Guaranteed Savings. In case of a shortfall, ESCO reserves the right, subject to City approval, which shall not be unreasonably withheld, to implement additional operational improvements or conservation measures, at no cost to City, that will generate additional savings in future years of the Guarantee Tenn and ESCO has the option of extending M&V analysis to verify successful performance. 3.1.6 Aggregation of Savings. The parties mutually agree that the Guarantee Savings for this Agreement and the Guarantee Savings for all previous active Energy Guaranteed Cost Avoidance projects for this CITY shall be combined each year until the end of the original guarantee term for each project. Throughout the duration of the term for the each specific phase the total savings will be utilized as an aggregate in satisfying the sum of the respective guarantees. 3.2 Savings Reconciliation Documentation. ESCO will provide CITY with a guarantee savings reconciliation report after each Guarantee Year. CITY will assist ESCO in generating the savings reconciliation report by providing ESCO with copies of all bills pertaining to Energy Costs within two (2) weeks following the CITY's receipt thereof, together with access to relevant records relating to such Energy Costs. CITY will also assist ESCO by permitting access to any maintenance records, drawings, or other data deemed necessary by ESCO to generate the said report. Data and calculations utilized by ESCO in the preparation of its guarantee cost savings reconciliation report will be made available to CITY, along with such explanations and clarifications as CITY may reasonably request. 3.2.1 Acceptance of Guarantee Reconciliation. At the end of each Guarantee Year CITY will have forty-five (45) days to review the guarantee savings reconciliation report and provide written notice to ESCO of non - Schedule C Page 4 acceptance of the Guarantee Savings for that Guarantee Year.. Failure to provide written notice within forty-five (45) days of the receipt of the guarantee savings reconciliation report will deem it accepted by CITY. 3.2.2 Guarantee Savings Reconciliation. Guarantee Savings will be determined in accordance with the metbodology(s), operating parameters, formulas, and constants as described below and/or additional methodologies defined by ESCO that may be negotiated with CITY at any time. For reconciliation of Guarantee Savings employing the method of utility bill analysis consistent with F.E.M.P. Option C: Energy usage for the Facilities for such Guarantee Year will be summarized and compared with the adjusted Baseline Period energy usage for the Facilities through the use of energy accounting software. The difference between the adjusted Baseline Period energy usage and the Guarantee Year energy usage will be the Energy avoidance. The difference between the adjusted Baseline Period energy usage multiplied by the applicable energy rate as defined herein, and the Guarantee Year energy usage multiplied by the applicable energy rate as defined herein, will be used to calculate the Energy Cost avoidance. Energy Cost avoidance may also include, but are not limited to, Savings from demand charges, power factor correction, taxes, ratchet charges, rate changes and other utility tariff charges that are reduced as a result of the ESCO involvement. A Baseline will be specified (Section 6) for the purpose of utility bill analysis. AND/OR for those energy audits employing the method consistent with I.P.M.V.P. and/or F.E.M.P. Options A and/or B; For each ECM, ESCO will employ an M&V Plan which may be comprised of any or all of the following elements: 1. Pre -retrofit model of energy consumption or demand 2. Post retrofit measured energy consumption 3. Post -retrofit measured demand and time -of -use 4. Post -retrofit energy and demand charges 5. Sampling plan 6. Stipulated Values The value of the energy savings will be derived from the measured data and engineering formulae included herein, and the applicable energy charges as defined herein. In some cases, energy usage and/or demand will be calculated from measured variables that directly relate to energy consumption, demand or cost, such as, but not limited to, measured flow, temperature, current, voltage, enthalpy or pressure. AND/OR for those energy audits employing the method consistent with I.P.M.V.P. and/or F.E.M.P. Option D: For each Energy Conservation Measure, ESCO will employ an M&V Plan that may be comprised of any or all of the following elements: 1. Pre -retrofit model of energy consumption or demand 2. Post retrofit model of energy consumption or demand 3. Post retrofit measured energy consumption 4. Post -retrofit measured demand and time -of -use 5. Post -retrofit energy and demand charges 6. Sampling plan 7. Stipulated Values The value of the energy savings will be derived from a calibrated simulation of either the whole -building or of sub- systems in the building to determine the difference in the performance of the specific equipment being replaced. This method may entail as needed one-time measurements of the performance of the energy consuming systems in Schedule C Page 5 the building in order to calibrate the simulation model. Energy usage for the Facilities for such Guarantee Year will be derived through the use of simulation programs. 3.3 RESERVED 3.4 Base Year Adjustments, Baseline Period shall be adjusted to reflect: changes in occupied square footage; changes in energy -consuming equipment, including any repairs or improvements made to the equipment as part of this Agreement; changes in the Facilities; changes in Energy Cost Avoidance Guarantee Practices adversely affecting energy consumption and/or demonstrated operational changes; changes in weather between the Baseline Period and the Guarantee Year; and documented or otherwise conclusively established metering errors for the Baseline Period and/or any Guarantee Year adversely affecting energy usage measurement. 3.4.1 Facility Operational Changes. Except in the case of emergencies, CITY agrees it will not, without the consent of an Authorized Representative of ESCO: make any significant deviations from the applicable Energy Cost Avoidance Guarantee Practices; put any system or item of equipment in a permanent "on" position, if the same would constitute a deviation from the applicable Energy Cost Avoidance Guarantee Practices; or assume manual control of any energy management system or item of equipment, if the same would constitute a deviation from the applicable Energy Cost Avoidance Guarantee Practices. 3.4.2 Hours and Practices. To achieve these energy savings, ESCO and CITY agree upon the operating practices listed herein. 3.4.3 Activities and Events Adversely Impacting Savin s. CITY shall promptly notify ESCO of any activities known to CITY which adversely impact ESCO's ability to realize the Guaranteed Savings and ESCO shall be entitled to reduce its Guaranteed Savings by the amount of any such adverse impact to the extent that such adverse impact is beyond ESCO's reasonable control. 3.4.3.1 If for any reason any facility and/or utility meter covered under this Agreement is materially unoccupied, closed, or discontinued, the CITY shall promptly notify ESCO within fifteen (1 S) days of this change. The savings will be deemed realized for such facilities or meters and the Guarantee will be adjusted accordingly. ESCO will provide written notice of such adjustment to the CITY. 3.5 Guarantee Adjustment. ESCO's Guaranteed Savings obligations under this Agreement are contingent upon: (1) CITY following the Energy Cost Avoidance Guarantee Practices set forth herein ; (2) no alterations or additions being made by CITY to any of the Covered Systems and Equipment without prior notice to and agreement by ESCO; (3) CITY sending all current utility bills to ESCO within two (2) weeks after receipt by CITY, if CITY fails to provide current utility bills for a period of time in excess of six (6) months ESCO will send CITY written notice that it must send ESCO copies of the utility bills and if CITY still fails to comply within thirty (30) days, ESCO may, at its sole discretion, deem the Guarantee Savings obligation met during that period and any successive periods, and (4) ESCO's ability to render services not being impaired by circumstances beyond its control. To the extent CITY defaults in or fails to perform fully any of its obligations under this Agreement, ESCO may, in its sole discretion, adjust its Guaranteed Savings obligation; provided, however, that no adjustment hereunder shall be effective unless ESCO has first provided CITY with written notice of CITY's default(s) or failure(s) to perform and CITY has failed to cure its default(s) or failure(s) to perform within thirty (30) days after the date of such notice. 4. EXTENT OF CONTRACTUAL GUARANTEE 4.1 Status of the ESCO Proposal. CITY's Request for Proposal, ESCO's proposal and any other documents submitted by ESCO to the City prior to negotiation of this Agreement are expressly excluded from and are not a part of this Agreement. The parties agree that although the ESCO Proposal may have contained scope items, guarantee savings and M&V options other than those stated in this Agreement and its Schedules were developed jointly by the parties through negotiation. The CITY has chosen to purchase the scope of work set forth in Schedule C Page 6 Schedule A and its Attachment(s). The CITY accepts the Energy Guarantee and Schedule of Savings and agrees to the M&V plan set forth in this Schedule F. 5. CITY RESPONSIBILITIES PROVISIONS 5.1. Equipment Subieet to these Provisions. Equipment affecting the performance of the Energy Saving Guarantee includes (1) equipment provided as per Schedule A — Scope of Work and its Attachment(s), (2) modifications made to existing equipment as outlined in Schedule A — Scope of Work and its Attachments(s), (3) existing or new equipment not provided or modified under this Agreement but materially affected by the work provided per Schedule A — Scope of Work and its Attachment(s) and consuming energy or water via utility meters covered by. this Agreement. 5.2. CITY Maintenance and Replacement Responsibilities. During the term of this Agreement, for all equipment covered by the Energy Savings Guarantee of this Agreement, the CITY shall perform on -going :maintenance and accomplish component replacement and equipment repairs in accordance with manufacturer's standards and practices and take all reasonable measures to insure the equipment is operating at full efficiency. Component replacement and equipment repairs must be accomplished in a timely fashion. Additionally, CITY shall insure such equipment is operated at all times in accordance with applicable manufacturer's specifications, ESCO specifications, and the requirements contained herein. For all non-ESCO maintenance actions, CITY shall document and make available to ESCO maintenance dates and tasks accomplished, the start date and duration of all deficient equipment operation and the subsequent corrective action and/or repair dates. Failure of the CITY to operate the equipment per the specifications, repair any deficiencies in a timely manner, and perform the ongoing maintenance functions in accordance with the standards and practices during the Guarantee period will allow ESCO to adjust the Guarantee accordingly. 5.2.1. CITY shall replace any vandalized or any failed equipment or component no longer warranted by ESCO or the manufacturer, with equipment or components of equal or greater efficiency value than installed by ESCO, for the full Guarantee Term, 5.2.2. CITY shall be responsible to investigate and correct any reported deficiencies not covered under this Support Services Agreement. 5.3. CITY Granted Access for Remote Diagnostics. CITY shall allow ESCO to perform remote diagnostics on all equipment associated with the Energy Savings Guarantee for operational compliance with the manufacturer's specifications, and the requirements of Schedule D and Schedule C contained herein. CITY shall provide one or both of the following described in section 5.3.1 or 5.3.2, as applicable. 5.3.1. Dial -In Remote Access: CITY is responsible for implementation and costs for first-time installation and on -going maintenance and subscription fees for two (2) dedicated phone lines and two (2) modems) at each front- end computer and one (1) dedicated phone line at each controller not hardwire connected to a front-end computer. 5.3.2. TCP/IP Remote Access: CITY is responsible for implementation and costs for remote ESCO access through CITY's firewall(s) to the controllers and front-end computer(s) by one (1) Measurement and Verification Specialist including but not Iimited to a dedicated static IP address, installation and on -going maintenance and subscription and licensing fees for access hardware and software and one(1) station license dedicated to the remote user. 5.4 CITY Reporting Responsibilities. CITY shall report to ESCO in writing within fifteen (15) days of the following changes or events. The Guarantee or the realized Cost Avoidance will be adjusted accordingly. Failure to do so will result in adjustment of the Guarantee. (1) any additional energy source or change in existing energy source or supplier that the CITY may negotiate during the term of this Guarantee and/or, Schedule C Page 7 (2) any material change in system or equipment status, including replacement of, addition to, or modification of existing energy and/or water consuming systems or equipment and/or, (3) any long tern temporary (equal to or greater than Iq days) or pennanent changes in operating schedules and/or, (4) any facility and/or utility meter covered under this Agreement that becomes materially unoccupied, closed, or discontinued and/or, (5) any material change in the payment schedule, such as due to refinancing or variable interest rate. 5.5 CITY Governmental Unit Reporting Responsibilities. CITY is solely responsible for reports to be submitted to the Department of Commerce, Public Utilities/Services Cornrnission, or any other governmental agency or govermnental unit. 5.6 CITY Provided Documentation. It will be the responsibility of the CITY to provide to the M&V specialist on a minimum monthly basis (unless noted otherwise): (1) Verification that equipment installed to perform the ECMs has been properly maintained, including but limited to provision of maintenance records. (2) Current status of the buildings (i.e., occupancy level and use, hours of operation, etc.). (3) Records of City initiated changes in equipment setpoints, start/stop conditions, usage patterns. (4) Records of City initiated changes in operation of mechanical systems, which may impact the ECMs. (5) Records regarding addition or deletion of equipment or building structure, which may impact the ECMs or the building energy consumption. (6) Copies of monthly utility bills and utility summary data on a monthly basis, and access to utility accounts through an authorization by the CITY to the Utility to allow the release of data to a ESCO representative. 5.7. CITY Rebate Responsibilities. It is understood that all energy rebates and/or refunds are the result of an agreement between CITY and the utility company and ESCO assumes no responsibility for obtaining said rebates and/or refunds. It is understood that said rebates and/or refunds are not included in the Guarantee. 5.8. Material Changes in Energy Units & Cost Avoidance. 5.8.1. Reported Material Changes. For purposes of this Agreement, a Material Change as defined in Section 17 of.the Agreement includes any such change which reasonably could be expected to increase or decrease energy used at the Premises by a value more than five percent (5%) of the Guaranteed energy Savings per utility meter or submeter. 5.8.2. Unreported Material Changes. In the absence of any material Changes in the Premises or in their operations, energy consumption and demand should not change from year to year. Therefore, if energy consumption and demand per utility meter or submeter for any month increases by five percent (5%) of the Guaranteed Savings per meter or more from the energy consumption and demand for the same month of the preceding contract year after adjustment for changes to climactic conditions, then such increase shall be deemed to have resulted from a Material Change, except where such increase is due to equipment malfunction, faulty repair or other acts of negligence by ESCO. 5.8.3. Adjustments for Material Changes. In the event of any increase or decrease in energy consumption and demand for any month resulting from a reported or unreported Material Change, the amount of that increase shall be subtracted from or that decrease shall be added to the total energy consumption and demand for that month prior to the calculation of energy savings pursuant to Schedule C. 5.8.3.1. If a reported or unreported Material Change affected energy consumption and demand in the same calendar month in the preceding year, the next preceding contract year where a Material Change has not occurred will be used to compute the value of the Material Change and the energy savings for the current month. Schedule C Page 8 6. Schedule of Savings The total energy cost avoidance over the Term of the contract is equal to or greater than $4,327,516 as defined in the table below: COST AVOIDANCE Anticipated Anticipated Anticipated YEAR Energy Operational Total GUARANTEED 1 $366,171 $0 $366,171 $288,501 2 $366,171 $0 $366,171 $288,501 3 $366,171 $0 $366,171 $288,501 4 $366,171 $0 $366,171 $288,501 5 $366,171 $0 $366,171 $288,501 6 $366,171 $0 $366,171 $288,501 7 $366,171 $0 $366,171 $288,501 8 $366,171 $0 $366,171 $288,501 9 $366,171 $0 $366,171 $288,501 t0 $366,171 $0 $366,171 $288,501 11 $366,171 $0 $366,171 $288,501 12 $366,171 $0 $366,171 $288,501 13 $366,171 $0 $366,171 $288,501 14 $366,171 $0 $366,171 $288,501 15 $366,171 $0 $366,171 '$288,501 TOTALS $5,492,563 $0 $5,492,563 $4,327,516 or the sum of the Retrofit and Support Costs for such Guarantee Year, whichever is less. Provided further, in no event shall the savings guarantee provided herein exceed the total installation, maintenance, and financing costs for the Work under this Agreement. The energy cost avoidance will be calculated and reconciled annually. An annual electric utility rate escalation of 0% is stipulated and agreed upon by the City. The calculation of energy cost avoidance is based upon the escalated guarantee year utility rate or the actual guarantee year utility rate, whichever provides the best energy cost avoidance. Energy cost avoidance may also include, but is not limited to, Savings from demand charges, power factor correction, taxes, ratchet charges, rate changes and other utility tariff charges that are reduced as a result of the ESCO involvement. The Term of this contract is for 15 years. The Baseline Period is defined as 11/2008 to 10/2009. Baseline energy usage can be found in Schedule E - Baseline. The Baseline Utility Rates are: Electricity Duke Energy, various rates Natural Gas Duke Energy, general commercial rate Schedule C Page 9 6.1 Enemy Saviny-s. The annual amount of energy savings is the surn of the below listed ECMs. The Savings are based on the listed Energy Cost Avoidance Guarantee Practices contained in Section 6.3 herein. # ECM D 1 CRC Bu 2 CRC Me 3 Parking 4 5 6 Parking Parking Parking escription Energy Savings ilding lighting Retrofit $38,294 chanical & Controls $134,975 Lighting Retrofits $86,052 Envelope Improvements $1,566 Mechanical & Controls $27,470 Miscellaneous $144 TOTAL GUARANTEED ENERGY SAVINGS $288,501 Refer to Schedule C 1 attached hereto and incorporated herein by reference for calculations and assumptions used to calculate Energy Savings. 6.3 Energy Cost Avoidance Guarantee Practices: 6.3.1 BASELINE Operatine Parameters are the facility(s) and system(s) operations measured and/or observed before commencement of the Work. The data summarized will be used in the calculation of the baseline energy consumption and/or demand and for calculating baseline adjustments for changes in facility operation that occur during the Guarantee Period. ESCO and CITY agree that the operating parameters specified in this section are representative of equipment operating characteristics during the Base Year specified in this Agreement. The following data was collected with the assistance of Jeff Linneman, Assistant Director of Facilities and his staff. See Schedule E — Baseline Energy Consumption and Schedule H — Systems Start -Up and Commissioning; Operating Parameters of Installed Equipment 6.3.2 BASELINE Adjustments may be made to the baseline utility usage to reflect projects, which may increase the energy usage or changes in facility operation from the base year, which increase utility usage. Baseline adjustments may be made for the following items and any additional items as they are identified: 1. Additional energy usage from increasing or adding ventilation 2. Additional energy from adding air conditioning to areas which were not air conditioned during the base year. 3. Any repair or replacement of equipment which may increase energy usage 4. Any change in equipment operation from the base year See Attachment C2, attached hereto and incorporated herein by reference, for- Baseline Adjustments which include: 1. Increase it7 energy use for• proper opernatioof Fountain Square Soirtlt Par•Icirrg Garage parlcirtg area ventilation system 2. Increase in energy use for proper operation of Elm Street Parking Gat -age parking area ventilation System 3. Increase in energy ttse for proper lighting of levels A and B at Elm Street Parking Garage 6.3.3 POST RETROFIT Operating Parameters of the facility(s) and system(s) after completion of Work. The data summarized will be used in the calculation of the post -retrofit energy consumption and/or demand. ESCO and CITY agree that the post retrofit operating parameters specified in this section are representative of equipment operating characteristics during the Guarantee Period specified in this Agreement Schedule C . Page 10 Refer to Schedule C 1 attached hereto and incorporated herein by reference for calculations and assumptions used to calculate Energy Savings. 6.3 Energy Cost Avoidance Guarantee Practices: 6.3.1 BASELINE Operatine Parameters are the facility(s) and system(s) operations measured and/or observed before commencement of the Work. The data summarized will be used in the calculation of the baseline energy consumption and/or demand and for calculating baseline adjustments for changes in facility operation that occur during the Guarantee Period. ESCO and CITY agree that the operating parameters specified in this section are representative of equipment operating characteristics during the Base Year specified in this Agreement. The following data was collected with the assistance of Jeff Linneman, Assistant Director of Facilities and his staff. See Schedule E — Baseline Energy Consumption and Schedule H — Systems Start -Up and Commissioning; Operating Parameters of Installed Equipment 6.3.2 BASELINE Adjustments may be made to the baseline utility usage to reflect projects, which may increase the energy usage or changes in facility operation from the base year, which increase utility usage. Baseline adjustments may be made for the following items and any additional items as they are identified: 1. Additional energy usage from increasing or adding ventilation 2. Additional energy from adding air conditioning to areas which were not air conditioned during the base year. 3. Any repair or replacement of equipment which may increase energy usage 4. Any change in equipment operation from the base year See Attachment C2, attached hereto and incorporated herein by reference, for- Baseline Adjustments which include: 1. Increase it7 energy use for• proper opernatioof Fountain Square Soirtlt Par•Icirrg Garage parlcirtg area ventilation system 2. Increase in energy use for proper operation of Elm Street Parking Gat -age parking area ventilation System 3. Increase in energy ttse for proper lighting of levels A and B at Elm Street Parking Garage 6.3.3 POST RETROFIT Operating Parameters of the facility(s) and system(s) after completion of Work. The data summarized will be used in the calculation of the post -retrofit energy consumption and/or demand. ESCO and CITY agree that the post retrofit operating parameters specified in this section are representative of equipment operating characteristics during the Guarantee Period specified in this Agreement Schedule C . Page 10 See Schedule H -- Systems Start -Up and Commissioning; Operating Parameters of Installed Equipment Schedule C Page I I A15 =MIN" a I n7l, r j Ld moollft I PL N1. N �U IN m LZ re- -kpr T1, .4 IN IN NN 0 NJ --A N� N A r T ;AI II A NN 4, P� •V — Mk A k J N L, Mh 20 I A LN ■ M IN 1 - N•. I no, l -:—I.A IN f.■ -ie • T,- •r F N —e N O�iN, N ft 0 Ic �4 11P 1113--a a ;r It v-:- LIZ. Me 0 Piz ?A w Li. IF I- ift 1 IN iu 0 J %I I v ar v K Al I 11T, Z. 2 d 0 Is Ji 1 0 L 11- MJbZ NN - � jF :R I :. .. I ui :1 VL 1 31- YS nl Ti, 0 1.0 Overview Program Overview ........... Measurement & Verification Services Honeywell is pleased to provide this comprehensive report of your energy consumption. This report was processed using an industry -standard program based on proven and accepted engineering formulas for energy conservation and analysis. Guarantee Audit: Service Contract Number: Baseline Period: Guarantee Period: Guarantee Term: Installation Period: Report Preparation By: Year 3 42310186, formerly 923-85-11300 Nov 2008 -Oct 2009 August 2011 - July 2026 15 Years May 2010 - July 2011 Americas M&V Services MVS: Richard Lenga EA: Ginny Lofton September, 2014 Meters Included in Report �. !!:MM Location LAi Millvale Rec Center Gas& Electric Dunham Rec Center Gas & Electric Lincoln Rec Center Gas & Electric Clifton Rec Center Electric College Hill Ree Center Gas & Electric Saylor Park Rec Center Gas & Electric Westwood Rec Center Gas & Electric Winton Hills Rec Center Gas & Electric Price Hill Ree Center Gas & Electric Broadway Electric Fountain Square South Electric Garfield Electric Gateway Electric Gramercy (Elm Street) Electric Town Center Electric Central Surface Electric Year 3 Cost Avoidance Report, City of Cincinnati PII 1.I Retrofit Highlights ECM # ECM DESCRIPTION 1 CRC Building Lighting Retrofit 2 CRC Mechanical and Controls 3 Parking Lighting Retrofits 4 Parking Envelope Improvements 5 Parking Mechanical & Controls 6 Parking Miscellaneous Year 3 Cost Avoidance Report, City of Cincinnati P11 1.2 M & v options Building I ECM Affected meter option Millvale Recreation Center Electric ureter [06080441 Gas deter 682341 Lighting retrofit Reset Heating LAT of RTU to minimize electric reheat Reset Heating LAT of RTU to minimize electric reheat Mechanical E ui ment EMS (Schedule, CO2,) heating Mechanical Equipment EMS (Schedule, CO2) cooling Mechanical Equipment Set back (heating only) Electric A Electric A Nat. Gas C Nat. Gas C Electric A jNat. Gas I C Dunham. Recreation Center Electric AITR O1141431 & 106101934 Gas AiTR 495546 Lighting retrofit Replace (3) RTUs Downsize and Replace Chiller with high efficiency Downsize and re lace Boiler w/ high efficiency Mechanical Equipment EMS (Schedule, CO2,) cooling Mechanical Equipment EMS (Schedule, CO2,) heating Electric A Electric A Electric A Nat. Gas C Electric A Nat. Gas C Lincoln Recreation Center Electric MTR 106070325 Gas A1TR 681454 Lighting retrofit Replace Electric HW Heater w/ Gas Mechanical Equipment EMS (Schedule, CO2) cooling Mechanical Equipment EMS (Schedule, CO2) heating Electric A Elec/Gas A Electric A Nat. Gas C Clifton Recreation Center Electric NITR 104186256 Gas A1TR None Lighting retrofit Electric A Replace Electric HW Heater w/ Gas Elec/Gas A Replace Electric Heating Coils with Gas EIec/Gas I A Mechanical Equipment EMS (Schedule, CO2) cooling jElectric A Mechanical Equipment EMS (Schedule, CO2,) heating INat. Gas C College Hill Recreation Center Electric MTR 106062205 Gas ASTR 681233 Lighting Retrofit Expand EMS (Schedule, CO2,) cooling Expand EMS (Schedule, CO2,) heating Electric A Electric A Nat. Gas C Saylor Park Recreation Electric Aim 4 1128960 & 55162880 Gas AiTR # 902557 Lighting retwift Replace Gym Electric HW Heater w/ Gas Decommission Electric Heating coils Mechanical Equipment EMS (Schedule, CO2) cooling Mechanical Equipment EMS (Schedule, CO2) heating Electric A Electric A EIec/Gas A jElectric A INat. Gas I C Year 3 Cost Avoidance Report, City of Cincinnati P11 1.3 M & V Options Westwood Recreation Center Electric MTR#/06043638 Gas MTR # 631844 Lighting retrofit Mechanical Equipment EMS (Schedule, CO20 Mechanical Equipment EMS (Schedule, CO2,) Mechanical Equipment Set back (heating only) Electric A Electric A Nat. Gas C Nat. Gas C Winton Hills Recreation Center Electric NtTR# 11709835, 55735362,106070383 Gas MTR# 681355 l Equipment EMS (Schedule, CO2,) ffL�ightingtrofit l Equipment EMS (Schedule, CO2) INat. Electric A Electric A Gas C Price Hill Recreation Center Electric I%ITRS 90182956 & 90033936 Gas NITR 493598 Lighting retrofit Convert Multizone to VAV Replace boiler w/ High Efficiency Premium Efficiency Motors w/ VFD Mechanical Equipment EMS (Schedule, CO2,) cooling Mechanical Equipment EMS (Schedule, CO2,) heating Electric A Nat. Gas C Nat, Gas C Electric A Electric A Nat. Gas C Broadway Garage Electric Acct# 58202250.02 Lighting retrofit Envelope improvements Programmable Thermostats Electric A* Electric A* Electric A* Elm Street Garage Electric Acct# 51700867-20 & 782000871-20 Lighting retrofit Improve garage ventilation system Electric A* Electric A* Fountain Square South Garage Electric Acct# 09600167-20 Lighting retrofit Replace office heating/cooling system Improve garage ventilation system Electric A* Electric A* Electric A* Garfield Garage Electric Accl# 42900709-20 Lighting retrofit Envelope improvements Programmable Thermostats Electric A* Electric A* Electric A* Gateway Garage Electric AM# 12303556.02 Lighting retrofit Electric A* Year 3 Cost Avoidance Report, City of Cincinnati PII 1.4 M & V Options Town Center Garage Electric Acct# 43800172-20 & 53800172-20 Lighting retrofit Envelope improvements Programmable Thermostat Electric A* Electric A* jElectric I A* Third & Central Surface Lot Electric Acct# 14202198-90 Lighting retrofit Programmable Thermostat Electric A* Electric A* McFarland Surface Lot Electric Acct# 36503628-01 Discontinue set -vice Electric Stipulated West Central Surface Lot Electric Acct# 59803628.01 Discontinue set -vice Electric Stipulated *Option A methodology for parking facilities includes a initial pre and post measurements only, Year 3 Cost Avoidance Report, City of Cincinnati PII 1.5 Methodology Determination. of Energy Savings Theory of Energy Management Energy conservation measures (ECM) include the installation of equipment or systems for the purpose of reducing energy use and/or costs. The cost of ECM implementation is recovered through the savings created by the ECM. The Federal Energy Management Program (F.E.M.P) of the U.S. Department of Energy and its Measurement and Verification Guidelines for Federal Energy Projects classify measurement and verification approaches as Options A, B, C, and D. The F.E.M.P. Guideline is based on the International Performance Measurement and Verification Protocol (I.P.M.V.P.). Option A: Retrofit Isolation: Key Parameter Measurement: Determine savings by field measurement of key performance parameter(s) critical to the ECM perfonnance. Measurement frequency ranges from short -tern to continuous. Parameters not selected for field measurement are estimated using historic data, manufacturer specifications, or engineering judgment, supported by documentation. Savings are calculated using engineering calculation of baseline and reporting period energy from the key operating parameter(s) measurements and estimated values. Option B: Retrofit Isolation: All Parameters Measurement: Determine savings by field measurements of the energy use of the ECM -affected system. Measurement frequency ranges from short-term to continuous, depending on the expected variations in the savings and the length of the reporting period. Savings are calculated using engineering calculation of baseline and reporting period energy from the measurements of proxies of energy use. Option C: Whole Facility: Determine savings by measuring energy use at the whole facility or sub - facility level. Continuous measurements of the entire facility's energy use are taken throughout the reporting period to identify the effects of the energy project. Energy use before and after the retrofit project is compared to deterinine savings. Option D: Calibrated Simulation: Determine savings using computer model simulations of the energy use of the whole facility or of a sub -facility. The simulation models are calibrated with hourly or monthly utility billing data and usually requires considerable simulation skills. Baseline Variables There are variables affecting consumption which warrant adjustment to the baseline, including billing days, weather, cost, runtime and other miscellaneous adjustments. Billing Days Adjustment - Typically utility companies do not bill for the same number of days each month. An adjustment is made when the number of days in a pre -installation billing period does not equal the number of days in the corresponding post -installation billing period. 1.6 Year 3 Cost Avoidance Report, City of Cincinnati PH 2.0 Summary Cost Avoidance Summary Complete Project Year 3 Results Year 3 Utility Savings $ 492,648 Adjustments $ Total Cost Avoidance Year 3 Annual Energy Guarantee Excess Savings Year 3 Percent of Plan Cumulative Results $ 492,648 $ 262,'709 $ 229,939 188% `1�VIE I�i�IDi;:A1?OEll :TCi1t1[�$1=; : C =N�1L:iE1yRY: ' ; ...................... LTr�Ry31E::::SV ::e8: GS::. Install 05/10 - 07111 $ 123,047 $ 123,047 Year 1 08111 - 07112 $ 371,615 $ 262,709 $ 108,906 Year 2 08112 - 07113 $ 449,604 $ 262,709 $ 186,895 Year 3 08113 - 07/14 $ 492,648 $ 262,709 $ 229,939 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Year 11 Year 12 Year 13 Year 14 TOTAL $ 1,436,914 $ 788,127 $ 648,787 * Note: Installation savings not calculated as part of Yr 1 Cost Avoidance savings. Year 3 Cost Avoidance Report, City of Cincinnati Pit 2.1 Cost Avoidance Summary Parks and Recreation Project Year 3 Results Year 3 Utility Savings $ 292,845 Adjustments $ - Total Cost Avoidance Year 3 Annual Energy Guarantee Excess Savings Year 3 Percent of Plan Cumulative Results $ 292,845 $ 147,477 $ 145,368 199% = Z`11141% FE IU .OF iI:' [JSF : VDID�1I+iG1; . ;�1 N1F T1�{Li iC GII�+iRz� EX E3�a s V1NC ... Install 05/10 - 07/11 $ 24,032 $ - $ 24,032 Year 1 08/11 -07/12 $ 171,811 $ 147,477 $ 24,334 Year 2 08/12 - 07/13 $ 249,801 $ 147,477 $ 102,324 Year 3 08/13 - 07/14 $ 292,845 $ 147,477 $ 145,368 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Year 11 Year 12 E14eaOTAL $ 738,489 $ 442,431 $ 296,058 * Note: Installation savings not calculated as part of Yr 1 Cost Avoidance savings. Year 3 Cost Avoidance Report, City of Cincinnati P11 2.2 Cost Avoidance Summary Parking Project Year 3 Results Year 3 Utility Savings $ 199,803 Adjustments $ - Total Cost Avoidance Year 3 $ '199,803 Annual Energy Guarantee $ 115,232 Excess Savings Year 3 $ 84,571 Percent of Plan 173% Cumulative Results iT1.IEVOIDANCE::: I b PiR:CtS F : AlA1 EyIR f! Gila► ESS Install 05/10 - 07/11 $ 99,015 $ - $ 99,015 Year 1 08/11 - 07/12 $ 199,803 $ 115,232 $ 84,571 Year 2 08/12 - 07/13 $ 199,803 $ 115,232 $ 84,571 Year 3 08/13 - 07/14 $ 199,803 $ 115,232 $ 84,571 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Year 11 Year 12 Year 13 Year 14 TOTAL $ 698,425 $ 345,696 $ 352,729 * Note: Installation savings not calculated as part of Yr I Cost Avoidance savings. Year 3 Cost Avoidance Report, City of Cincinnati P11 2.3 �i4v T V.7 .16 1. L T2: A. L ji, 0: r FT 7-1. I fa 75 I L 114 11 to 11 a Ag In v fft" `1IW4W. P G! fi! �.} •' S I! ti• _ If E ifr F 3.0 Review Detail 11 7n I Ae IT m NIL .0 ;.V -71 07 T.1 4 8F 9. -14 r-- . try-7 Yj AM7 -1 -a- .sL— _i- qr I'l, W 13 , :-L a w I p I I c AIN :F dl� ir ir PA r IV. tk 3la k JR —� � - -- ii, - rx V. -4 -7 MI I Ir IN 11 n Pi I 1 II I'm u r 41: K C. I- r L OA It rh V. oi 1%1. 7, IN KA fj, RI To 1 7. 47, N7 MI n J,.m II -A .p - "IP lz L it II m Ir• —Z Lit t a n-' N FW' Ji■ kA II. 2 ir. w 5� '::6 1 NZ ml , R re ati 1 A Ph IF C: ir WMLMRrlllll ki hill Apo- r. 7z hil 7, W '77 - OF .41l I 11. hill 4 �E. t3" I 4.0 Adjustments This sheet left Intentionally blank for operational adjustments Year 3 Cost Avoidance Report, City of Cincinnati PH 4.1 5.0 Appendix