0803-0001, "
RESOLUTION NO. 803 (#2 - 2021)
A RESOLUTION APPROVING AND GRANTING
AUTHORIZATION TO MAYOR JOHNSON AND OTHER
OFFICIALS TO ENTER INTO A PROJECT DEVELOPMENT
AGREEMENT WITH JOHNSON CONTROLS, INC.; AND, FOR
OTHER PURPOSES.
WHEREAS, Johnson Controls, Inc. (JCI), located in Little Rock, is an
HVAC specialist, offering solutions to create more efficient and sustainable
facilities. JCI has developed a Project Development Agreement, which confirms the
intent of JCI and the City of Jacksonville to create and enter into an Energy Saving
Performance Contract (ESPC). The ESPC will allow for the development of Facility
Improvement Measures (FIMs) at certain City of Jacksonville facilities, providing
energy cost savings, operational cost savings and/or the avoidance of future capital
expenditures.
WHEREAS, after consideration and negotiation, it is hereby found that it is
in the best interest of the City to enter into a Project Development Agreement, which
will allow JCI to investigate potential improvements of City facilities. Potential
improvements include, but are not limited to, interior and exterior lighting, HVAC
equipment and systems, energy management HVAC and building controls, Solar
Photo Voltaic and DES systems, weatherization and water conservation
improvements, and City utility meter upgrades.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL
OF THE CITY OF JACKSONVILLE, ARKANSAS, THAT:
SECTION ONE: The Mayor, City Clerk, and other designated officials
of the City of Jacksonville, Arkansas, are hereby authorized to enter into a Project
Development Agreement (attached hereto) between the City of Jacksonville and
Johnson Controls, Inc. in the amount of seventy-six thousand and eight hundred
dollars ($76,800.00). The City Council recognizes and agrees that doing so will
benefit the City of Jacksonville by providing energy cost savings and operational
cost savings.
SECTION TWO: The Mayor, City Clerk, and designated officials are
hereby authorized and directed to execute all appropriate agreements and contracts
necessary for the development of an Energy Saving Performance Contract with
Johnson Controls, Inc.
_ SECTION THREE: Any other Resolutions in conflict herewith are hereby
repealed to the extent of said conflict. This Resolution shall be in effect from and
after its date of passage.
0?0'Is
APPROVED AND ADOPTED THIS 25)4DAY OF FEBRUARY, 2021.
ATTEST:
CITY OF JACKSONVILLE, ARKANSAS
B B JO ON, AYOR
', CITY CLERK
APPROVED AS TO FORM:
STEP A IE FRIEDM N, CITY ATTORNEY
�r � _ i'ra�ja��a sl,.sa°la,jatttxttt i�';:�u'tltla�taij#'ii'�>
PROJECT DEVELOPMENT AGREEMENT
BETWEEN
City of Jacksonville Johnson Controls, Inc.
1 Municipal Drive AND 10600 Colonel Glenn I Ste. 200
Jacksonville; AR Little Rock, AR 72002
The
purpose
of this Project Development Agreement (PDA) is to confirm the intent of Johnson Controls, Inc. (JCI) and the Customer
named above to develop an Energy Saving Performance Contract (ESPC) project. This agreement will provide the basis of
the scope of the PDA, the obligations of both parties, the financial metrics to be met, the intended outcomes and the
timeline.
The procurement of this agreement, and a subsequent and corresponding ESPC, will be executed via a pre -approved'
Arkansas cooperative purchasing agreement vehicle, and in accordance and compliance with ail applicable State law.
1. Scope of Services
It is the Parties' mutual understanding this Project Development Agreement will:
Provide for the development of Facility Improvement Measures (FIMs) at the Facilities below that will provide energy
cost avrngs, operational cost savings and/or future capital expenditure avoidance and, where possible, assist the
Customer by providing additional improvements to reduce Customer's deferred maintenance backlog or other desired
facility improvement measures not affordable otherwise.
Facilities
Recycling Center _
Skeet Shooting Range
_Dupree Park
Excell Park
Johnson Park
Fireman Park
Galloway Park -,-.—
Jimmie White Park
Northlake Park_
Paradise Park
Pleasure Park
Skate Park
Stagecoach Park
Stonewall Park _
LRon Newport Recycle -Park,
Public Safety Bldg
Jacksonville Community Center
Shooting Range
1300 Marshall ---_L30,000
30,000
1700 Redmond Rd 9,1r
1500 Ray Rd 24(
i 1100 Goshen St N/A
l
91 Boys. Club DrN/A
1 Galloway Cr W�N/A
115 Cheyenne N/A
1 Tennis Court N/A
1 Paradise Park N/A
201 West Martin St N/A
5 Municipal Dr
i N/A j
112 Wells Fargo Trail
'i. N/A
100 Berkshire Dr
N/A
1300 Marshall Rd
N/A
1400 Marshall Rd
40,000
5 Municipal Dr
57,000 {
1430 Marshall _
N/A
C )Or, 23
C; Irorra�ert lips c�larlantrttt ��„ r-tettl�tat y €'l) �3
rrrt rsange _ ". _ 1440 Marshall _ � N jq
Bathrooms 1420 Marshall 97,000
,OOQ
Parks Equipment 220 Odes
a_
Gty Library 703 W Main St _i2
14,200
Water Park'
jI 201 W Martin St - 9 2$5
Farmers Market 1 9 Municipal Dr 75 qg5 j
----
City --
Hall (City Clerk/Attorney) T- Municipal Dr _ _ 25,482 1
Animal Shelter 217 S Redmond Rd _ 6,950
Central Fire Station 900 Redmond Rd 13,500
Fire Station #2 -1301 Graham Rd 8,793
Fire Station #3 2500 John Harden Dr 3,500
v —_
Fire Station #4 4001 S Hwy 161 1 3,704
Dispatch Center (CID) 1100 Harris Rd 1 1,4D0
_ . — --
Courthouse 1412 W MamSt 11,600
Senior Center -� 100 Victory Cir _ 20,630
LStreets Department ., 1900 Commerce Dr 37,975
r.
_Total square Footage: 543,346
/ Below is a preliminary list of those improvements that will be investigated:
• Interior and exterior lighting
• HVAC equipment and systems
• Energy management HVAC & building controls
• Solar Photo Voltaic and DES systems
• Building envelope and building weatherization improvements
• Water conservation improvements
• City Water utility Meter/AMI/AMR upgrades
• Other FIMS as identified by JCI or Customer during the audit
2. Development Schedule
It is the intent and commitment of all parties identified in this Agreement to work diligently, and cause others to work
diligently under their direction toward meeting the following timeline. A detailed project schedule will be provided to
Customer within two weeks of the initial site visit once this agreement is signed. The initial milestones to start this project
include:
-Milestone* -- �. — --- - - —
Completion
City Council approval of this Project Development Agreement
Date',
February 2021
Project P ent kick-off - - g ---- -- —_�
Februar 2021
nt
ite visits fr
^/
March 2021
preliminary FIM Workshop tlr dueeior add scope possible at this time).
( March 2021 j
_ _
Customer to decide on preferred financing type, term and ca_s_h_flo_w_r_e_quirements �- q riI 2021
�Contract Terms & Conditions agreed and a �_ F`-_.---
g approved by Customer and JCI legal departments May 2021
_� _ _____ I
c 0 G Z
Project lie rlt;pnxtnt A�r�entcnt
Milestone*
Completion
Final FIM & Scope Selection Workshop
Present Final Contract &Firm Offer -' �- __`---"-- �' "�'-'
Date
May 2021
-----�
Release Financin Partner RFP
g
Customer and JCI to present Project and Financing to City Council
-- - _.
Customerto approve JCI Contract and affiliated financing
-- -
- -
_021
2021
021
JrTu
021
*These milestones may be modified by subsequent work plans mutuallyagreed upon by both parties.
3. Deliverables
Upon completion of project development, JCI shall deliver to the Customer:
a. Awritten description of each FIM proposed to be Implemented;
b. City HVAC equipment inventory workbook;.
c. A preliminary schedule for construction and implementation of the project;
d. A summary of the Measurement & Verification plan, that will be used for each FIM;
e. A financial pro forma cash flow documenting the proposed project. The pro forma will include applicable annual
costs and savings that affect the project outcome such as financing, M&V, energy cost savings, operational cost
savings and future capital expenditure avoidance;
f. A firm offer by JCI to implement the project in compliance Arkansas Code § 14-164-801.
1 4. Records and Data
During the project development, the Customer will furnish to JCl upon its request, accurate and complete data
concerning current: equipment performance data if available; costs; budgets; facilities requirements; future projected
loads; facility operating requirements; collective bargaining agreements; etc.
JCI will provide a separate document with a formal request for the required shortly after touring the Customer facilities.
The Customer shall make every effort to provide that information within 5 days of the request.
5. Preparation of Implementation Contract
JCI will develop the framework of the subsequent Implementation Agreement and the Financing Agreement, if
applicable. JCI and Customer shall work diligently during the project development to complete and populate contract
documents.
6. Project Development Cost and Payment Terms
Customer agrees to the cost of $76,800.00 for JCI to provide project development services identified here in and is
payable within 60 days after JCI provides the Deliverables identified herein.
However, Customer will have no obligation to pay this amount if:
f a. JCI and the Customer enter the ESPC Implementation Contract within 60 days after JCI provides the Deliverables.
Costs for project development will be transferred to the total cost of the Implementation Contract and be subject to
1 the payment terms outlined in the Implementation Contract;
I'"ject Deeel ipment
L The project fails to provide a set of FfMs with a positive cash flow; in which case the Customer is not obligated to
Pay JCI far the development services;
Obligation to pay if JCI satisfies requirements:
a. Customer shall pay the amount indicated if JCI provides all deliverables outlined in Section 3, and the Customer
elects not to implement a project with JCI.
7. Indemnity
JCl and the Customer agree that JCl shalt be responsible only for such injury, loss, or damage caused by the intentional
misconduct or the negligent actor omission of 1C1. To the extent permitted bylaw, JCI and the Customer agree to
indemnify and to hold each other, including their officers, agents, directors, and employees, harmless from all claims,
demands, or suits of any kind, including all legal costs and attorney's fees, resulting from the intentional misconduct of
their employees or any negligent act or omission by their employees or agents. Neither ICI nor the Customer will be
responsible to the other for any special, indirect, or consequential damages.
8. Disputes
ff a dispute arises under this Agreement, the parties shall promptly attempt in good faith to resolve the dispute by
negotiation. All disputes not resolved by negotiation shall be resolved in accordance with the Commercial Rules of the
American Arbitration Association in effect at the time, except as modified herein. All disputes shall be decided by a
single arbitrator. A decision shall be rendered by the arbitrator no tater than nine months after the demand for
arbitration is filed, and the arbitrator shall state in writing the factual and legal basis for the award. No discovery shall
be permitted. The arbitrator shalt issue a scheduling order that shall not be modified except by the mutual agreement
of the parties. Judgment may be entered upon the award in the highest State or Federal court having jurisdiction over
the matter. The prevailing party shalt recover all costs, including attorney's fees, incurred as a result of this dispute.
9. Miscellaneous provisions
This Agreement cannot be assigned by either party without the prior written consent of the other party. This Agreement
is the entire Agreement between JCI and the Customer and supersedes any prior oral understandings, written
agreements, proposals, or other communications between JCl and the Customer. Any change or modification to this
Agreement will not be effective unless made in writing. This written instrument must specifically indicate that it is an
amendment, change, or modification to this Agreement.
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1 This document represents the business intent of both parties and should be executed by the parties who would
ultimately be signatory to a final agreement,
JOHNSON CONTROLS, INC.City
of Jacksonville, Arkansas
By
By
Signature
Signature
Title
Title
Date
Date