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HomeMy WebLinkAboutJohnson Controls, Inc (JCI) - Contract Docusign Envelope ID:4CA155D0-8F5D-8BC2-82C9-DD35DB78A673 If( Mason County PDA - Mason County Feb Johnson � 2026March 2026 Controls PROJECT DEVELOPMENT AGREEMENT BETWEEN Mason County Johnson Controls, Inc. 415 N 5th St AND 11807 North Creek Pkwy S. Shelton,WA 98584 Suite 102 Bothell,WA 98011 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 investment Grade Audit (IGA) that includes any design documents, and any Energy Performance contract (EPC) in accordance with applicable Washington State Law. This agreement will provide the basis of the scope of the PDA, the obligations of both parties, and the intended outcomes and timeline. 1. Scope of Services It is the Parties' mutual understanding this Project Development Agreement will: a. Provide certain consulting services and design development meetings to establish the overall project scope of work and price specific to the replacement of any upgrades. b. Provide for the development of Facility Improvement Measures (FIMs) at some or all of the Customer's facilities; where possible assist the Customer by providing additional improvements to reduce the Customer's deferred maintenance backlog or desired facility improvement measures not affordable otherwise; c. Assist the customer in benchmarking for Tier 2, WA state clean building performance standards d. Assist the Customer in arranging for project financing; e. Utilize the Customer's most recent 24 months of utility consumption data, generally covering the time period of 2023 to 2025. Consumption data is attached to this agreement and includes the following utilities that are applicable: electricity, natural gas, No. 2 fuel oil, No. 6 fuel oil, propane, water, and sewer; 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 to achieve the Milestone Schedule identified herein: Milestone* Completion Date Authorized Representative authorizes Project Development Agreement TBD JCI requests pertinent Customer Documents and Data I day post PDA signing JCI and Customer IGA kick off meeting 1 week post PDA signing JCI Commences on-site work I week post PDA signing JCI delivers Investment Grade Audit Customer confirms list of Project Priority FIMs desired to be included in project JCI and Customer conduct M&V workshop TBD Form of financing established for the project TBD PDA-Mason County Feb 2026 This document contains trade secrets and proprietary information of Johnson Controls,Inc. Disclosure of this publication is absolutely Page 1 of 6 prohibited without the express written permission of Johnson Controls,Inc. ©2026 Johnson Controls,Inc. All rights reserved. Docusign Envelope ID:4CA155D0-8F5D-8BC2-82C9-DD35DB78A673 Johnson 010 Mason County PDA - Mason County Feb 2026March 2026 Controls Form of contract established between JCI &Customer TBD JCI makes binding offer to Customer TBD Customer staff reviews offer and JCI makes final offer per Customer TBD comments Governing Board approves project Project Financing and Contract executed *These milestones may be modified by subsequent work plans mutually agreed upon by both parties. 3. Deliverables Upon completion of the project development, JCI shall deliver to the Customer: a. In the Investment Grade Audit, Johnson Controls will analyze the consumption and operational characteristics of the facilities and identify the FIMs, procedures, and other services that could be provided by Johnson Controls to reduce the County's resource consumption and operating costs at the facilities. The audit will contain: i. A description of those building systems in applicable facilities and scope that will receive equipment and services. ii. Recommendations for replacement of existing equipment, along with recommendations for improvements to existing equipment and operating conditions. A description of the proposed Facility Improvement Measures to be installed. Facility Improvement Measures will include items that save energy, or other resources (including any cost saving measures). The audit will provide detailed documentation in support of the recommendations made in the energy services proposal, economic and engineering assumptions, sketches, floor plans, and any other information developed during the audit. iii. A description of the services that will be performed on or in the facilities, including but not limited to engineering, construction management,the operations and maintenance procedures for use on equipment,training for facility personnel, providing warranty service, and equipment maintenance, and on-going software subscriptions. iv. Enter energy usage index information into Washington State Portfolio manager. v. The estimated energy unit savings, energy and operational cost savings, and future capital cost avoidance are expected to result from the installation of the equipment and from the service, and an explanation of the method or methods used to make the estimate. vi. Proposed schedule for project completion. vii. Proposed Costs to implement the FIMs. b. A written description of each FIM proposed to be implemented; c. 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, energy, water, sewer, labor and maintenance; d. A preliminary schedule for implementation of the project; e. A summary of the Measurement&Verification plan, including proposed IPMV protocols, such as Option A, B, C, or D that will be used for each FIM; f. A firm offer by JCI to implement the project with a positive Net Present Value based on the project Determinants indicated in Paragraph 4; a. A list of the specific improvements and operational efficiency measures that JCI proposes; b. A complete description of the operating and maintenance procedures that JCI believes can reduce operating costs of the System; PDA-Mason County Feb 2026 This document contains trade secrets and proprietary information of Johnson Controls,Inc. Disclosure of this publication is absolutely Page 2 of 6 prohibited without the express written permission of Johnson Controls,Inc. ©2026 Johnson Controls,Inc. All rights reserved. Docusign Envelope ID:4CA155D0-8F5D-8BC2-82C9-DD35DB78A673 Oli Mason County PDA - Mason County Feb Johnson 2026March 2026 Controls c. A projection of the operating cost savings; d. An estimate of the improved system accuracy and resulting increased billable revenues; (for purposes of this study, we will use an agreed upon baseline and tier structure); e. A summary of the cost required to realize the proposed improvements; 4. Project Determinants Project Determinants in the table below will be used by JCI and the Customer to determine the economic merit of the project, the values can change at any time throughout development as better information is made known. However for the purposes of determining whether or not JCI has met the success criteria identified in Paragraph 3 "Deliverables", the values indicated herein will be used upon completion of development to make such determination. Each party has a duty to inform the other of changes to any of the values indicated in a timely manner that may affect the success of the project. Determinant Value Unit 1 Project Term TBD years 2 Interest rate TBD % per year 3 Discount rate for NPV calculation TBD % per year 4 Customer capital contribution TBD Each 5 Electric escalation 4 % per year 6 Natural gas escalation 4 % per year 7 No. 2 fuel oil escalation 4 % per year 8 No.6 fuel oil escalation 4 % per year 9 Propane 4 % er ear 10 Electric demand Actual $/kw-month 11 Electric energy on-peak TBD $/kwh 12 Electric energy off-peak TBD $/kwh 13 Natural gas TBD $/mmbtu 14 No. 2 fuel oil Actual $/ al 15 No. 6 fuel oil Actual $I al 16 Propane Actual $/ al 17 Water Actual $/k- al 18 Sewer Actual $/k al 19 Non-guaranteed incentives and rebates TBD $each, included where permitted by law 20 Capital Cost Avoidance TBD $each, included where permitted by law 21 Operational Savings TBD $ per year, included where permitted by law 22 Maintenance Savings TBD $ per year, included where permitted by law 5. Customer Priority FIMs JCI will provide some Facility Improvement Measures (FIMs)that are essential to creating a project that meets the Customer's financial buying criteria. Examples of such FIMs may include but not be limited to FIMs such as lighting modifications, water saving fixture modifications and control system modifications. Normally, in addition to those FIMs which are essential creating a project that provides a positive cash flow, JCI can include other FIMs that help the Customer to achieve certain other desired results, such as building improvements or implementing improvements from the Customer's deferred maintenance budget. PDA-Mason County Feb 2026 This document contains trade secrets and proprietary information of Johnson Controls,Inc. Disclosure of this publication Is absolutely Page 3 of 6 prohibited without the express written permission of Johnson Controls,Inc. ©2026 Johnson Controls,Inc. All rights reserved. Docusign Envelope ID:4CA155D0-8F5D-8BC2-82C9-DD35DB78A673 Johnson A ( Mason County PDA - Mason County Feb Controls 2026March 2026 Listed herein is a list of Customer Priority FIMs. The Customer Priority FIMs are listed in priority order in terms of importance to the Customer achieving his objectives. JCI and the Customer acknowledge that JCl will provide as many of the Customer Priority FIMs listed as possible while still meeting achieving the criteria listed in the Deliverables paragraph. The Customer acknowledges that the project may or may not include all of the Customer Priority FIMs listed. 1. Metasys upgrade building controls system (OpenBlue) 2. LED Lighting — 100% energy efficient 3. Building Envelopes 4. Clean Building Performance Standard 5. Mechanical and Electrical upgrades 6. Records and Data During the project development, the Customer will furnish to JCI 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 request. 7. 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. The form of the documents will vary depending on Customer requirements, state statute where applicable and JCI requirements, but where prudent shall utilize JCI standard documents. 8. Project Development Cost and Payment Terms Customer agrees to the cost for JCI to provide project development and consulting services identified here in is One hundred-theme ($100,000) provides the Deliverables identified herein. However, Customer will have no obligation to pay this amount if: a. JCI and the Customer enter into the implementation Agreement (outlined in Paragraph 7)within 60 days after JCl provides the Deliverables. Costs for project development will be transferred to the total cost of the implementation Contract and be subject to the payment terms outlined in the Contract; b. Obligation to pay if JCI satisfies requirements - Customer shall pay the amount indicated if JCI satisfies the requirements set forth in Paragraph 4 "Deliverables" and the Customer elects not to implement a project with JCI. c. Obligations of Customer-To work with JC in a diligent and timely manner according to the co-authored Timeline to develop the engineering study. Provide open disclosure of information required to do an accurate assessment and properly position JC with any other pertinent data to insure a cooperative and successful effort. Failure of the customer to meet the agreed upon milestones in Section 2 "Development Schedule" does not void JCl's claim on the PDA cost. PDA-Mason County Feb 2026 This document contains trade secrets and proprietary information of Johnson Controls,Inc. Disclosure of this publication is absolutely Page 4 of 6 prohibited without the express written permission of Johnson Controls,Inc. ©2026 Johnson Controls,Inc. All rights reserved. Docusign Envelope ID:4CA155D0-8F5D-8BC2-82C9-DD35DB78A673 010 Mason County PDA - Mason County Feb Johnson2026March 2026 Controls 9. Indemnity JCI and the Customer agree that JCI shall be responsible only for such injury, loss, or damage caused by the intentional misconduct or the negligent act or omission of JCI. To the extent permitted by law, 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 JCI nor the Customer will be responsible to the other for any special, indirect, or consequential damages. 10. Disputes If 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 later 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 shall 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 shall recover all costs, including attorney's fees, incurred as a result of this dispute. 11. Confidentiality This agreement creates a confidential relationship between JCI and Customer. Both parties acknowledge that while performing this Agreement, each will have access to confidential information, including but not limited to systems, services or planned services, suppliers, data, financial information, computer software, processes, methods, knowledge, ideas, marketing promotions, current or planned activities, research, development, and other information relating to the other party ("Proprietary Information"). Except as authorized in writing both parties agree to keep all Proprietary Information confidential. JCI may only make copies of Proprietary Information necessary for performing its services. Upon cessation of services, termination, or expiration of this Agreement, or upon either party's request, whichever is earlier, both parties will return all such information and all documents, data and other materials in their control that contain or relate to such Proprietary Information. JCI and Customer understand that this is a confidential project and agree to keep and maintain confidentiality regarding its undertaking of this project. JCI shall coordinate its services only through the designated Customer representative and shall provide information regarding this project to only those persons approved by Customer. JCI will be notified in writing of any changes in the designated Customer representative. 12. 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 JCI 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. PDA-Mason County Feb 2026 This document contains trade secrets and proprietary information of Johnson Controls,Inc. Disclosure of this publication is absolutely Page 5 of 6 prohibited without the express written permission of Johnson Controls,Inc. ©2026 Johnson Controls,Inc. All rights reserved. Docusign Envelope ID:4CA155D0-8F5D-8BC2-82C9-DD35DB78A673 Johnson 01(� Mason County PDA - Mason County Feb 2026March 2026 Controls 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. CUSTOMER By Matthew Singleton By Pat Tarzwell D—Sig-d by: Signature D, Signature 46E926B16]5B49F... Title Area General Manager Title Chair Date 5/15/2026 Date 4/14/2026 PDA-Mason County Feb 2026 This document contains trade secrets and proprietary information of Johnson Controls,Inc. Disclosure of this publication is absolutely Page 6 of 6 prohibited without the express written permission of Johnson Controls,Inc. ©2026 Johnson Controls,Inc. All rights reserved.