2425-197%20McKinstry%20Consultant%20Agreement%20-%208%20schools%20energy%20audit.pdf

Parent document: Regular Board Meeting and Study Session-04-17-2025.pdf

Text

Docusign Envelope ID: 070E0066-0486-4B01-AA17-7D03EE7C95F3

AGREEMENT BETWEEN
SCHOOL DISTRICT AND PROFESSIONAL SERVICES CONSULTANT

The “Effective Date” of this Agreement is:

The “Parties” to this Agreement are
The “School District”:

The “Consultant”:
The “Consultant’s representative”:
The “Project”:
The “Scope of Services”:
The Consultant’s “Fee” (either):
Hourly, up to a not-to-exceed amount of:
or
Stipulated Sum:
The “Date of Completion”:

Minimum Required Insurance:
Commercial General Liability:

Automobile Liability:

Workers’ Compensation (industrial
insurance):

Employer’s Liability:

Professional Liability:

Bellingham School District No. 501
1306 Dupont Street
Bellingham, Washington 98225

McKinstry Essention, LLC
Lauren Fruge

Energy Audits on 8 Buildings
See Exhibit ‘A’ for “Services”

$ 328,618
06-15-2025

At least $1 million per occurrence and $2
million aggregate for personal injury, bodily
injury and property damage

At least $1 million combined single limit and
aggregate

At least the state statutory amount

At least $1 million

At least $2 million per claim and in the
aggregate

The School District and Consultant agree as follows and per the attached:

BELLINGHAM SCHOOL DISTRICT

Agreement between School District and Professional Services Consultant

146842510.1

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TERMS AND CONDITIONS OF AGREEMENT

ARTICLE 1
CONSULTANT’S RESPONSIBILITIES
AND SERVICES

1.1 The Services consist of those performed by
the Consultant, Consultant’s employees, and Consultants
subconsultants, if any, as enumerated in this Agreement and
Exhibit ‘A.’ To the extent the requirements of this Agreement
conflict with the terms of any exhibit or attachment, the terms
of this Agreement shall control.

1.2 The Consultant represents that it is
qualified and capable in all respects to perform the Services
and has an established record of providing the type of services
covered by this Agreement. Each person who performs the
Services on behalf of the Consultant shall be experienced and
qualified to perform the Services he or she performs, and the
School District shall be entitled to rely on any assistance,
guidance, direction, and advice provided by any such person.
If requested by the School District, the Consultant shall
remove from the Services, without cost to the School District
or delay to the Services, any person whose removal the
School District reasonably requests.

1.3 The Services shall be performed in a good,
professional, manner, in accordance with the applicable
standard of care. The Consultant shall complete its Services
by the Date of Completion specified on the cover page.p

1.4 The Consultant’s Representative specified
on the cover page shall be responsible for and in charge of the
Services. The Consultant’s Representative shall not be
changed for the duration of the Services without prior written
approval from the School District.

15 At the time of performance, the Consultant
shall be properly licensed, as required by applicable law, and
properly equipped, organized, and financed to perform the
Services. The Consultant shall also acquire and pay for (as
part of Consultant’s Fee) any and all permits required by
applicable law for the Consultant to properly perform its
Services. The Consultant is responsible for ensuring that its
Services are performed in accordance with any applicable
School District policy or procedure, and all applicable
federal, state, county, city, and other jurisdictional laws,
requirements, standards, and regulations in effect at the time
that the Services are rendered, to the extent such laws,
requirements, standards or regulations apply to the
performance of Consultant’s professional services under this
Agreement

The Consultant shall, at no cost to the School District,
promptly and satisfactorily correct any Services that are
defective and not in conformity with the requirements of
this Agreement. The obligation of the Consultant to correct

BELLINGHAM SCHOOL DISTRICT

Agreement between School District and Professional Services Consultant

146842510.1

defective or nonconforming Services shall not in any way limit
any other obligations of the Consultant and is in addition to any
and all other rights and remedies available to the School
District under this Agreement or by law and shall in no event
be construed or interpreted as obligating the School District to
make any correction of defective or nonconforming Services.

1.6 . The Consultant shall cooperate with the
School District and its employees, and the School District’s
other consultants, contractors, subcontractors, suppliers, and
others involved with or impacted by the Services, and shall use
its best efforts to maintain a positive working relationship with
each.

1.7 The Consultant shall be and operate as an

independent contractor in the performance of the Services and
shall have control over and responsibility for all personnel
performing the Services. The Consultant shall perform the
Services in accordance with its own methods in an orderly and
professional manner. In no event shall the Consultant be
authorized on behalf of the School District to:
(1) enter into any agreements or undertakings; (2) waive any
provisions of any agreements or receive or accept notice on
behalf of the School District; (3) authorize any payments or
accept or approve any documents, work, services, goods, or
materials on behalf of the School District, or (4) act as or be an
agent or employee of the School District.

1.8 The Consultant may designate and
subcontract with subconsultants, but only with the School
District’s prior written consent. The Consultant shall not
subcontract with a subconsultant to which the School District
has a reasonable objection. The Consultant shall incorporate
the provisions of this Agreement and a scope of services
consistent with its Services into its subcontracts, if any. Any
subcontracting of any of the Services shall not relieve the
Consultant from its responsibilities under this Agreement.

ARTICLE 2
ADDITIONAL SERVICES

2.1 Additional Services, and any other services
involving compensation beyond the Consultant’s Fee, shall be
provided if agreed to in writing by the School District and
Consultant. The School District shall pay for Additional
Services only to the extent authorized by the School District
and not caused by the negligent acts, errors, omissions, willful
misconduct, or negligence of the Consultant.

2.2 The Consultant shall not move forward in
rendering Additional Services without the written

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permission of the School District. The Consultant shall
notify the School District prior to providing any Services
requiring an adjustment in the Consultant’s Fee and shall
specify the proposed adjustment. Failure to provide such
timely written notice before providing such Services shall be
a waiver of any right to payment for Additional Services. If
requested by the School District in writing, the Consultant
shall proceed with such Additional Services even if the
parties have not yet agreed to a change in compensation. If
the School District deems that all or a part of such Additional
Services are not required, the School District shall give
prompt written notice to the Consultant, and the Consultant
shall have no obligation to provide, and the School District
shall have no obligation to compensate the Consultant for,
those Services.

ARTICLE 3
SCHOOL DISTRICT’S RESPONSIBILITIES

3.1 To the extent not already provided, the
School District shall provide full information regarding
requirements for and limitations on the Services, including
the School District’s objectives, schedule, constraints, and
criteria, and will respond to any questions from the
Consultant regarding such information.

3.2 The School District shall pay the
Consultant the Consultant’s Fee specified on the cover page,
in accordance with Article 9, for the Consultant’s proper
performance of the Services.

ARTICLE 4
USE OF CONSULTANT’S
INSTRUMENTS OF SERVICE

4.1 Any documents, reports, information, data,
drawings, specifications, maps, models, photographs,
studies, and/or other work product, including those in
electronic form, prepared (whether completed or partial) by
the Consultant and its subconsultants, if any, as a part of the
Services are the Instruments of Service. The Instruments of
Service shall become the joint property of the School District
and Consultant and, unless otherwise provided, the
Consultant shall be deemed the author of these Instruments
of Service and shall retain all common law, statutory, and
other reserved rights, including the copyright, to the extent
not modified herein. The Consultant grants to the School
District a non-exclusive license to use and reproduce at no
additional cost the Instruments of Service for purposes of
constructing, completing, using, maintaining, renovating,
and/or adding to the Project and the Services. Reproducible
copies of the Instruments of Service may be retained by the
School District and the School District is entitled to make and
retain copies and reproduce them for its own use. Any
modification to such Work Product or reuse for purposes
outside the scope of this Agreement by the School District

BELLINGHAM SCHOOL DISTRICT

Agreement between School District and Professional Services Consultant

146842510.1

without Consultants prior written permission shall be at user’s
sole risk and without liability to the Consultant and the School
District shall defend, indemnify and hold Consultant harmless
from any claims, losses or damages arising from such
modification or reuse by the School District.

4.2 Submission or distribution of Instruments of
Service to meet official regulatory requirements or for similar
purposes in connection with the Project are not to be construed
as publication in derogation of the either parties’ reserved
rights.

4.3 Upon request by the School District, the
Consultant shall provide electronic copies of its Instruments of
Service, including AutoCAD, Word, Excel and similar files to
the School District as part of Services.

ARTICLE 5
DISPUTE RESOLUTION

5.1 Any claim, dispute, or other matter in
question between the School District and the Consultant,
including Consultant’s subconsultants, arising out of or related
to this Agreement (“Disputes”), shall be exclusively subject to
the following alternative dispute resolution procedure in an
effort to reduce the incidence and costs of extended Disputes
and as a condition precedent to the institution of legal or
equitable proceedings by either party. This requirement cannot
be waived except by an explicit written waiver signed by the
School District and the Consultant.

5.2 The School District and Consultant shall
endeavor to resolve Disputes through good-faith negotiation. If
negotiations are not successful, each party shall continue to
perform its obligations under this Agreement and the School
District and Consultant shall endeavor to resolve such Disputes
by mediation, which, unless the parties mutually agree
otherwise, shall be in accordance with the Washington
Uniform Mediation Act and the Construction Industry
Mediation Rules of the American Arbitration Association
currently in effect. A request for mediation shall be filed in
writing with the other party to this Agreement. If the parties are
unable to select a mutually acceptable mediator within thirty
(30) days of the request for mediation, the request may then be
filed with the American Arbitration Association. Mediation
shall proceed in advance of legal or equitable proceedings.

5.3 A principal of the Consultant and the
Superintendent or designee of the School District, both having
full authority to settle the Dispute (subject only to ratification
by the School District’s Board of Directors), must attend the
mediation session. To the extent there are other parties in
interest, such as subconsultants, contractors, subcontractors,
and suppliers, their representatives, each with full authority to
settle all pending disputes or claims, shall also be encouraged
to attend the mediation session. The parties shall share the

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mediator’s fee and any filing fees equally. The mediation
shall be held in Seattle, Washington, unless another location
is mutually agreed upon or if the dispute involves a third
party that has a contract which requires a different location.
Agreements reached in mediation shall be enforceable as
settlement agreements in any court having jurisdiction
thereof.

5.4 The School District and Consultant waive
incidental, indirect, punitive, special and consequential
damages for Disputes, including attorneys’ fees of third
parties (unless such damages and costs are claimed on the
basis of an indemnification), and including, without
limitation, all such damages due to either party’s termination.
This waiver does not, however, limit a party’s ability to
recover third party damages arising out of claims against the

other party.

5.5 Disputes that are not resolved pursuant to
this Article 5 shall be subject to litigation and not arbitration.

ARTICLE 6
TERMINATION AND SUSPENSION

6.1 Suspension: If any undisputed amount
remains due and owing after a period of sixty (60) days from
the date the Consultant submits an invoice, the Consultant
may cease performing Services until all undisputed monies
due are paid in full. The Consultant will not incur any liability
for damages due to delay as a result of stopping performance
of Services due to the School District’s failure to pay
undisputed amounts for Services rendered.

6.2 Termination by the School District: The
School District may, at its sole discretion, terminate all or a
portion of the Services not then properly performed under this
Agreement at any time with or without cause upon written
notice to Consultant. Notwithstanding anything to the
contrary under paragraph 4.1 above, all Instruments of
Service shall thereupon become the property of the School
District, and the School District shall indemnify and hold
harmless the Consultant, its agents and employees, from any
claims arising from the School District’s subsequent use of
the Instruments of Service after any termination for
convenience.

6.3 Compensation: In the event of a
termination without cause, the School District shall be liable
to the Consultant only for Services properly completed prior
to termination; this compensation shall not exceed the
percentage of total Services properly completed at the time of
termination multiplied by the Consultant’s Fee.

BELLINGHAM SCHOOL DISTRICT

Agreement between School District and Professional Services Consultant

146842510.1

ARTICLE 7
MISCELLANEOUS PROVISIONS

7.1 This Agreement shall be governed by the
internal law of the State of Washington, without regard to its
choice-of-law provisions. Exclusive venue for any litigation
shall be in the County in which the Project is located.

7.2 The School District and Consultant waive all
rights against each other and against the contractors,
subconsultants, agents, and employees of the other for
damages, to the extent covered by property insurance during
construction, except such rights as they may have to the
proceeds of such insurance as set forth in the Contract for
Construction. The School District and Consultant each shall
require similar waivers from their contractors, subconsultants,
agents, and employees.

7.3 The School District and Consultant bind
themselves, and their partners, successors, assigns, and legal
representatives, to the other party to this Agreement and to the
partners, successors, assigns, and legal representatives of such
other party with respect to all covenants of this Agreement.
During the term of this Agreement including any expiration or
termination for any reason, neither the School District nor the
Consultant shall assign any claims, rights, or obligations under
this Agreement without the written consent of the other.

7.4 This Agreement represents the entire and
integrated agreement between the School District and
Consultant and supersedes all prior negotiations,
representations, and agreements, either written or oral. This
Agreement may be amended only by written instrument signed
by both the School District and the Consultant.

75 Nothing contained in this Agreement shall
create a contractual relationship with or a cause of action in
favor of a third party against either the School District or the
Consultant.

7.6 The Consultant’s Services shall be
performed in accordance with generally accepted standards of
professional practice, any applicable statutory or regulatory
standards, and the terms and conditions of the Agreement. The
Consultant shall be solely responsible for the safety of its own
personnel, and equipment, and shall use all reasonable care in
avoiding injury to the public related to or arising from its
negligent acts or omissions at the site. The Consultant
understands and agrees that it shall abide by all applicable
federal, state, and local laws and requirements, including
without limitation those related to worker and site safety laws
and regulations.

7.7 The School District reserves the right to

contract with other consultants, contractors, subcontractors,
and suppliers for services.

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7.8 The Consultant certifies that it, and its
employees and subconsultants, as applicable, are not
prohibited from working at a public school site or from
having unsupervised contact with children during the course
of their employment, are not registered sex offenders, and
have not pled guilty to nor been convicted of any of the
crimes listed in RCW 28A.400.322. Pursuant to RCW
28A.400.303, the Consultant and its employees and
subconsultants providing Services who will have
unsupervised access to children are required to have
successfully completed a background record check through
the Washington State Patrol Criminal Identification System
and through the Federal Bureau of Investigation in
accordance with RCW 43.43.830 through .834, RCW
10.97.30 and RCW 10.97.50. The Consultant shall provide
the School District with the background check results prior to
such individuals performing Services on site. Failure to
comply with this Section shall be grounds for the immediate
termination of this Agreement for cause.

7.9 To the extent required by applicable law
and as requested by the School District, the Consultant shall
comply, and shall assist the School District in complying,
with the Washington Public Records Act, Chapter 42.56
RCW.

7.10 The Consultant shall comply with all state
and federal laws, guidelines, and regulations, including all
applicable provisions of Chapter 49.60 RCW, the Law
Against Discrimination, and shall not discriminate on the
basis of race, creed, color, national origin, sex, sexual
orientation, marital status, age, veteran status, or disability.
This is in accordance with Title VI of the 1964 Civil Rights
Act; Section 504 of the Rehabilitation Act, 1973, as amended;
the Americans with Disabilities Act, July 26, 1990, P.L. 101-
336; and Title IX of the Education Amendments of 1972, as
amended.

7.11 To the extent that there is any dispute over
the amount payable by the School District to the Consultant,
or if this Agreement is on a cost-reimbursable basis, then the
owner shall have the right to an accounting of Services, which
shall detail the Services performed, the amounts paid to any
subconsultants (supported by copies of all paid invoices) and
such other information as the School District may reasonably
request. Upon request, the Consultant shall provide the
School District with access to the books and records related
to the Services of Consultant and its subconsultants for
inspection, audit, and reproduction.

7.12 The Consultant shall comply with the
School District’s policy that no tobacco products, including
vaping, may be used on School District property. The
Consultant shall fully comply with all applicable federal,
state, and local laws and regulations regarding drug-free

BELLINGHAM SCHOOL DISTRICT

Agreement between School District and Professional Services Consultant

146842510.1

workplaces. Any person not fit for duty for any reason,
including the use of alcohol, controlled substances, or drugs,
shall immediately be removed from the Project.

ARTICLE 8
INSURANCE AND INDEMNIFICATION

8.1 INSURANCE: The Consultant shall, at its
sole cost and expense, secure and maintain at least the
insurance types and limits identified on the cover page, on an
occurrence basis, to protect the School District, its successors,
assigns, and the respective directors, employees, and agents of
each of the foregoing (such as by naming them as additional
insureds), from and against any and all claims, losses, harm,
costs, liabilities, damages, and expenses arising from the
Consultant’s Services.

8.1.1 The Consultant shall maintain professional
liability insurance (errors and omissions) from the Effective
Date through six (6) years after the Date of Completion, with
limits of at least those identified on the cover page, for claims
that may result in any way from Consultant’s negligent
performance of its obligations under this Agreement.

8.1.2 All such insurance shall be placed with
insurers and under such forms and limits of policies as may be
reasonably acceptable to the School District. Within ten (10)
days of execution of this Agreement and annually thereafter,
the Consultant shall deliver to the School District certificates
of insurance (including renewal or replacement certificates),
bearing all required endorsements, acceptable to the School
District and signed by the insurer or its authorized
representative, certifying that the policies are in full force and
effect. The policies shall not be canceled or materially changed
without the Consultant providing the School District with at
least thirty (30) days’ prior notice of such cancellation or
change. The School District shall be named as additional
insureds on all applicable policies. The foregoing requirements
as to insurance and acceptability to the School District of
insurers and insurance to be maintained by the Consultant shall
not in any manner limit or qualify the liabilities or obligations
assumed by the Consultant under this Agreement.

8.2 INDEMNIFICATION: The Consultant
hereby releases and agrees to indemnify and hold harmless the
School District, its successors and assigns and the officers,
directors and employees of each of the foregoing (“Indemnified
Parties”), from and against any and all claims of third parties
and losses, harm, costs, liabilities, damages
and expenses (including, but not limited to, reasonable
attorneys’ fees and defense costs) arising or resulting from such
claims of third parties to the extent arising out of or in
connection with any willful misconduct or negligence in of the
performance of the services or obligations under this
Agreement by the Consultant or any of its consultants of any
tier, the respective successors and assigns of the Consultant or

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any such consultants, the directors, officers, employees and
agents of each of the foregoing, or anyone for whom
Consultant is legally liable in connection with this
Agreement or its performance; PROVIDED, however, that
the Consultant shall not be required to so indemnify and hold
harmless any of such Indemnified Parties against liability for
damages caused by or resulting from the sole negligence of
the Indemnified Parties; PROVIDED FURTHER that if such
damages are caused by or result from the concurrent
negligence of Indemnified Parties or any third party to this
Agreement and of the Consultant or its agents, consultants or
employees, then the Consultant’s indemnity and hold
harmless obligations hereunder shall be limited to the extent
of the negligence of the Consultant or its agents, consultants
or employees.

8.2.1 In claims against any person or entity
indemnified under this Section 8.2 by an employee of the
Consultant, any of its subconsultants of any tier, anyone
directly or indirectly employed by them or anyone for whose
acts they are liable, the obligations under this Section
8.2 shall not be limited by the amount or type of damages,
compensation or benefits payable by or for the Consultant or
a subconsultant under workers’ compensation acts, disability
benefit acts, or other employee benefit acts. After mutual
negotiation of the parties, the Consultant expressly waives
immunity as to the School District only under Title
51 RCW, “Industrial Insurance to the extent necessary to
effectuate the indemnification under paragraph 8.2 above”
Such waiver shall not include any immunity provided by
Consultant under law as a design professional for job site
safety injuries.

8.3. LIMITATION OF REMEDIES:
Consultant’s’ aggregate liability responsibility to the School
District, including that of Consultant’s officers, directors,
employees, and agents is limited to $1,000,000 or the amount
of Consultant’s fee under this Agreement, whichever is
greater. This limitation of remedy applies to all lawsuits,
claims or actions, whether identified as arising in tort,
contract or other legal theory, related to Consultant’s services

SCHOOL DISTRICT

By:
(Signature)

(Printed name)

(Title)

BELLINGHAM SCHOOL DISTRICT

Agreement between School District and Professional Services Consultant

146842510.1

By:

under this Agreement and any continuation or extension of our
services. The School District acknowledges that they have read,
understood and agreed to this provision and had the opportunity
to negotiate a higher liability amount.

ARTICLE 9
PAYMENTS TO CONSULTANT

9.1 PROGRESS PAYMENTS ON
ACCOUNT OF SERVICES: Progress payments are due and
payable to the Consultant within thirty (30) days of receipt of
the Consultant’s invoice, provided that Consultant’s invoice is
received by the School District by the tenth (10th) of the month
and provided that the Consultant is entitled to payment as
provided in this Agreement. Amounts unpaid sixty (60) days
after the invoice receipt date shall bear interest at the Bank of
America Prime Rate plus 2%.

9.1.1 Consultant’s invoices shall include the
description and value of Services completed during the
previous month, the percent of Services completed through the
previous month, and the balance of Services remaining.
Invoices, including Reimbursable Expenses, shall be
accompanied by receipts or records documenting those
expenses. Invoices for Additional Services, as authorized under
Article 2, shall be accompanied by supporting information,
such as time sheets or invoices, as necessary to substantiate the
Additional Services.

9.2 CLAIMS: If the Consultant believes that it
is entitled to any additional compensation, such as payment for
which the Consultant considers to be Additional Services, the
Consultant shall timely notify the School District in writing of
such claims for compensation as provided in Section 2.2.
Failure of the Consultant to timely provide such written
notification to the School District shall constitute a waiver of
the Consultant’s rights to seek additional compensation. In no
event shall the Consultant have the right to seek such additional
compensation from the School District after acceptance of final
payment by Consultant for Services.

CONSULTANT

Signed by:
flr fr

Lauren Fruge
(Printed name)

Regional Director

(Title)

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EXHIBIT A
Scope of Services

BELLINGHAM SCHOOL DISTRICT

Agreement between School District and Professional Services Consultant Page 7
146842510.1


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fe Of Your Bullding

March 24, 2025

Gretchen Pfleuger; Curtis Lawyer
CC: Mark Peterson, Austin Scheffer
Bellingham Public Schools

Re: Clean Buildings Performance Standard (CBPS/HB 1257) - Eight (8) School
ASHRAE 2 Energy Audit

Dear Gretchen,

Thank you for the opportunity to allow McKinstry to serve as a partner with Bellingham Public Schools on your
pathway to compliance with the Washington State Clean Buildings Performance Standard (CBPS). Beginning now
on your path towards CBPS compliance is an important step in that journey.

McKinstry has outlined below a comprehensive CBPS energy audit at eight (8) School which are expected to be
candidates for further investments in efficiency strategies.

Please don’t hesitate to reach out should you have any questions regarding our approach or the scope of
proposed services.

Sincerely,

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Grant Granger | Account Executive, Technical Services

206.456.4327 | grantg@mckinstry.com

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Docusign Envelope ID: 070E0066-0486-4B01-AA17-7D03EE7C95F3

Bellingham Public Schools | CBPS Compliance -
Eight School ASHRAE 2 Energy Audit

Scope of Work Summary

For the schools listed in the scope below, McKinstry recommends moving forward with a comprehensive
ASHRAE Level 2 Energy Audit for CBPS.

DELIVERABLES

A summary of the deliverables McKinstry will provide is below:

e ASHRAE Level 2 Energy Audit

2026

Tier 1.4 Compliance

> 220,000 sq. ft.
2021 - 2026 Tier 1.B EMP/O&M

EUI Improvements, Energy Management Implementation Tier 2 EMP/O&M

2028
Tier 1.C
Compliance
50,000 — 90,000
sq. ft.

2022 2023
2027
scien aie Tier 1.B Compliance
Here Tier 1.A 90,000 — 220,000 sq.
October 2021 EMP/O&M ft.
Building Owners Tier 2 Compliance
Notified Tier 1.C EMP/O&M

Compliance Group Gross Floor Area (sq.ft.)

“Tier 2 includes Multifamily Residential buildings = 20.000 SF

CONFIDENTIAL & PROPRIETARY | BELLINGHAM PUBLIC SCHOOLS | CBPS — 8 SCHOOL ASHRAE 2 AUDIT| 1


Docusign Envelope ID: 070E0066-0486-4B01-AA17-7D03EE7C95F3

Bellingham Public Schools | CBPS Compliance -
Eight School ASHRAE 2 Energy Audit

FACILITIES INCLUDED IN SCOPE

BELLINGHAM SD CLEAN BUILDINGS SITES

SCHOOL/FACILITY

EST. SQ. FT.

CBPS TIER

COMPLIANCE DEADLINE

Bellingham HS

174,398

Tier 1.B

6/1/2027

Fairhaven MS

88,884

Tier 1.C

6/1/2028

Geneva ES

Northern Heights ES
Options HS
Shuksan MS

49,795
61,944
58,876
109,659

Tier 2

Tier 1.€
Tier 1.€
Tier 1.B

6/1/2027
6/1/2028
6/1/2028
6/1/2027

Silver Beach ES
Wade King ES

Scope of Work Detail

Systems included

The below facility systems are included in the energy audit scope, where existing:

Envelope
Lighting
Cooling
Heating

Air distribution systems

People-moving systems

Process

Ventilation and exhaust systems

58,446
55,233

Heating, chilled, condenser, and domestic water systems
Refrigeration (except for food processing refrigeration)
Power generation equipment (including renewables)
Uninterruptible power supplies and power distribution units

Tier 1.C
Tier 1.C

Campus district heating and/or cooling systems (if applicable)

6/1/2028
6/1/2028

The detailed task list for the energy audit is listed below. The energy audit is expected to be completed after

Benchmarking is finished.

Data acquisition and verification

1. Complete a review of utility data in the ENERGY STAR Portfolio Manager profile.

Facility documentation

2. Gather digital facility documentation and identify existing onsite hard copies
a. As built drawings (architectural, mechanical, electrical, plumbing, lighting, and renewables)

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b. Washington State Energy Compliance Forms (architectural, mechanical, electrical, plumbing,

lighting, and renewables); these would be completed for permitted projects in the last 20 years.

Any previous commissioning reports.

Any previous energy audit reports (mechanical, electrical, plumbing, lighting)

e. Controls information (as-builts or final submittals, configuration/programming files (depending
on the vendor), and if remote access is available)

ao

3. Review documentation and identify information gaps
Site visit
4. Note: Owner must make the appropriate personnel available for the site visit (McKinstry will coordinate
with Owner/staff on scheduling and security requirements, including COVID-19 safety protocols)
a. Knowledgeable HVAC technician for MEP systems site assessment
b. Applicable facility staff for BAS onsite login credentials with appropriate access permissions
c. CMMS administrator for work order system review
5. Conduct interviews with facilities personnel and other onsite staff as appropriate
a. Discuss any current efficiency programs
b. Discuss known performance, operational, or comfort issues
6. Complete onsite assessment
a. Assess all central MEP equipment (e.g., chillers, air handlers, boilers)
b. Assess a sampling of tenant spaces and terminal equipment, pending access (e.g., VAV’s,
lighting)
c. Review building automation system (where exists)
d. Review computerized maintenance management system (CMMS) or other work order system
(where exists)
7. Identify no-cost, low-cost, and capital energy efficiency measures in the below categories:

Appliance and Plug-Load Reductions

Boiler Plant Improvements

Building Envelope Modifications

Chilled Water; Hot Water; and Steam Distribution Systems

Chiller Plant Improvements

Control Systems

Conveyance Systems

Data-Center Improvements

Distributed Generation

Electric Motors and Drives

Electrical Peak Shaving/Load Shifting

Energy Cost Reduction through Rate Adjustments
. Energy Related Process Improvements

Energy/Utility Distribution Systems

Heating; Ventilating and Air Conditioning

Lighting Improvements

Other

Refrigeration System Improvements

repos gcAT TH sA rp An oD

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Renewable Energy Systems

Service Hot Water System

Ventilation System

Water and Sewer Conservation Systems

<ctn

Reporting
A final report will be provided at the end of the project and include the following sections per CBPS
requirements.

e EUlI validation and gap analysis
e List of EEMs with the goal of reducing the facility EUI
e Estimated energy savings and peak energy savings for priority recommended EEMs (in cost and energy
units)
e Rough Order of Magnitude (ROM) implementation cost ranges for priority recommended EEMs*
e Estimated energy savings and peak energy savings for each recommended EEM (in cost and energy
units)
e Estimated cost of implementation for each recommended EEM per ASHRAE 211 Section 5.4.8 for level 2
audits
Calculations address interactive effects of all recommended EEMs
Estimated end-use breakdown analysis prior to energy audit and EEM implementation
Estimated end-use breakdown analysis after expected EEM implementation

Verification

If requested, McKinstry can also provide the verification of EEM implementation that is required for compliance
(once implementation is complete). McKinstry can also provide proposals for implementation, commissioning,
etc. at that time.

TIMELINE AND STAFFING

McKinstry will mobilize staff within a three-week period following contract execution or formal notice-to-
proceed (NTP). McKinstry intends to complete this audit over a 3-month project timeframe.

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Pricing
FEES
BPS will compensate McKinstry for its efforts on a lump sum basis. Proposed fees are as follows:

Bellingham High School ASHRAE Level 2 Audit 174,398 $82,000
Fairhaven Middle School ASHRAE Level 2 Audit 88,884 $44,450
Geneva Elementary School ASHRAE Level 2 Audit 49,795 $27,000

Northern Heights Elementary School ASHRAE Level 2 Audit 61,944 $31,600

Options High School ASHRAE Level 2 Audit 58,876 $31,600
Shuksan Middle School ASHRAE Level 2 Audit 109,659 $48,500

Silver Beach Elementary School ASHRAE Level 2 Audit 58,446 $32,000

Wade King Elementary School ASHRAE Level 2 Audit 55,233 $31,467

e Above fees are on a lump-sum basis.

ASSUMPTIONS
e Proposal excludes any District-owned facilities not listed above.
e McKinstry will bill BPS on a monthly progress basis according to the work completed to date.
e McKinstry will staff this project and deliver Standard of Care consistent with industry best practices.

e BPS will make the appropriate operations staff available to participate in interviews, site walks, and access
to controls as needed.

e BPS will provide McKinstry any existing documentation from previous or concurrent efforts relevant to
benchmarking, compliance planning, or facilities operations.

e Payment terms are net 30.

e Proposal is valid for a term of 90 days.

@ Projected dates are subject to change based on BPS team member availability.

e Work will be performed M-F, 7AM to 4PM

e Norepair work, EEM implementation or EEM verification will be completed under this scope of work.

ACCEPTANCE
Authorization to proceed may be granted via signatures to the following.

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Bellingham Public Schools McKinstry Essention, LLC
Name Name

Title Title

Signature Signature

Date Date

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Appendix A: Professional Services Labor Rates

Services provided under this contract shall be based on the labor rates below.

Role 2025 Hourly Rate

Estimator $225
Project Management $192
Energy Analyst $165
Energy Specialist $183

Energy Engineer $194

Qualified Energy Auditor/Sr. Building Energy
Engineer

Sr. Program Manager

K-12 Business Manager $262
Administrative/Operations Coordinator $154

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Appendix B: Clean Building Performance Standards (CBPS) Summary

BACKGROUND

On May 7, 2019 the Clean Buildings Performance Standard (HB 1257, 2019) was signed into law. The standard
applies to non-residential building greater than 50,000 square feet in floor area. The objective is to lower costs
and pollution from fossil fuel consumption in the state’s existing buildings by requiring that affected buildings
meet an Energy Use Intensity (EUI) target. From 2021 to 2026, the standard will be used to administer a
voluntary efficiency incentive program. Beginning in 2026, the standard will be implemented as a mandatory
requirement. Non-compliance carries a financial penalty of $5,000 plus $1/SF/year until compliance or
conditional compliance is achieved (or 18 months, whichever comes first) per compliance period (every 5
years).

In 2022 Washington State passed a Clean Buildings Expansion Law (SB5772) which covers Tier 2 buildings:
commercial buildings that are 20,000 - 50,000 sq. ft. These buildings have to follow the benchmarking and
documentation requirements but don’t have to meet energy performance standards, and have a lower financial
penalty ($.30/SF/Year ongoing).

COMPLIANCE REQUIREMENTS

CBPS authorizes Commerce to develop energy use intensity targets (EUI,) for building use types represented in
the ENERGY STAR Portfolio Manager (ESPM) benchmarking program administered by EPA. Commerce set EUI, at
15% less than the Washington State average for each building use type (mixed-use buildings are required to
provide aggregated EUI). See the full list of EUI, by building use type in the attachment to this proposal.

@ Owners of buildings with EUI equal to or less than EUI, must submit evidence of EU! through ESPM and
submittal of an Energy Management Plan and O&M Plan. Submittal forms will be provided by
Commerce.

e Owners of buildings with EUI greater than the EUI, must develop methods of conditional compliance
that include energy efficiency audits (ASHRAE Level 2), development of an Energy Management Plan and
O&M Plan, and verification of implementation of energy efficiency measures (EEM’s) with a savings-to-
investment ratio (SIR) of >1 over the life of the measure. Note: Tier 2 Buildings (established via the CBPS
Expansion Law) do not have an EUIt to meet during this 1%* compliance cycle

The compliance dates by building square footage:

Tier la: June 1, 2026: 220,001 or more SF

Tier 1b: June 1, 2027: 90,001 SF to 220,000 SF

Tier 1c: June 1, 2028: 50,000 SF to 90,000 SF

Tier 2: June 1, 2027: 20,000 SF to 49,999 SF (Benchmarking, EMP, and O&M only)

The compliance process is represented as follows:

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Terms and Conditions

PERFORMANCE OF WORK

McKinstry shall perform the scope of work (“Work”) specified herein. McKinstry shall furnish all services
necessary to perform the Work and perform the Work to completion diligently, expeditiously and with adequate
forces. Customer shall use its best efforts to provide all information, materials, documents, and assistance that is
reasonably required for McKinstry to perform any and all aspects of the Work.

PAYMENTS

Customer shall pay McKinstry the compensation specified herein (“Price”) for the value of Work that McKinstry
has completed, as the Work is completed. Customer shall pay McKinstry within thirty (30) days of receiving an
invoice. McKinstry will be entitled to interest at the rate of 1.5 percent per month on all sums overdue and
unpaid from the date due.

TERMINATION

Either Party may terminate this agreement upon fifteen (15) days written notice to the other Party. In such case,
the rights and obligations of each Party that arose prior to the termination date shall survive such termination.

DISPUTES

In case of dispute between the Parties, the Parties will attempt to negotiate a resolution. If a dispute remains
unresolved more than thirty (30) calendar days after the commencement of negotiation, and the Parties have
not agreed to extend such date, then the Parties shall pursue mediation. If any dispute remains unresolved more
than sixty (60) calendar days after the commencement of mediation, then either Party may pursue arbitration.
No litigation will be commenced by either Party unless all of the foregoing steps have been pursued to
completion.

CHOICE OF LAW, VENUE

The validity, interpretation, and performance of this agreement shall be governed by the laws of the state in
which the Work is performed. The venue for resolving any dispute shall be the county in which the Work is
performed.

FORCE MAJEURE

Neither McKinstry nor Customer shall be considered in breach of this agreement to the extent that the Party’s
performance is prevented by an event or events that are beyond the control of such party, including but not
limited to acts of God, fire, earthquake, flood, storm, war, rebellion, revolution, insurrection, riot, strike, nuclear
contamination, and/or acts or threats of terrorism.

Notwithstanding any other provision(s) of this or any related agreement(s), if McKinstry’s work is delayed,
disrupted, suspended, or otherwise impacted as a direct or indirect result of COVID-19 (coronavirus), including,
but not limited to, by (1) disruptions to material and/or equipment supply; (2) illness of McKinstry’s workforce
and/or unavailability of labor; (3) government quarantines, closures, or other mandates, restrictions, and/or
directives; (4) owner or contractor restrictions and/or directives; and/or (5) fulfillment of McKinstry’s
contractual or legal health and safety obligations associated with COVID-19; then, McKinstry shall be entitled to
a reasonable equitable adjustment to its scope, schedule, duration, and price to account for such delays,
disruptions, suspensions, and impacts.

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NO WAIVER

No waiver of any breach, failure, right, or remedy shall be deemed a waiver of any other breach, failure, right, or
remedy, whether or not similar, nor shall any waiver constitute a continuing waiver.

DAMAGES LIMITATION

Neither party shall be liable to the other party for any consequential, indirect, special, incidental, exemplary, or
similar, damages or losses, including loss of profits, arising out of or relating to this agreement, whether based in
contract or tort or any other theory, even if a party has been advised of the possibility of such damages.
Furthermore, the total aggregate liability of either party, under any theory, is limited to the agreement price.

INDEMNIFICATION

McKinstry shall indemnify and hold harmless Customer from and against all third party claims, damages, losses
and expenses for bodily injury, sickness, disease, or death or destruction of tangible property, directly arising
from McKinstry’s performance of the Work, but only to the extent caused by the negligent acts or omissions of
McKinstry.

SEVERABILITY, SURVIVAL

If any portion of this agreement shall be held invalid in whole or in part under any law, rule, regulation, or order,
then such portion shall remain in effect only to the extent permitted, and the remaining portions of the
agreement shall remain in full force and effect. Any invalid portions shall be substituted with an interpretation
that most accurately reflects the Parties’ intentions.

AMENDMENT

This agreement may not be amended except pursuant to a written amendment signed by an authorized signer
of each Party.

COMPLETE AGREEMENT

This agreement, including the exhibits attached hereto, is a fully integrated agreement. Any legal terms and
conditions appearing elsewhere in this agreement shall be ignored to the extent they contradict or are
inconsistent with the terms and conditions contained in the foregoing numbered list. All previous agreements
between McKinstry and Customer as to the Work are superseded by this agreement.

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