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HomeMy WebLinkAbout2017 CON Ameresco - Energy Services Agreement Phase IICALIFORNIA *-e� Nivit NAL CITY 1,u1p 1NC ,0 ! V ATED ENERGY SERVICES AGREEMENT by and between CITY OF NATIONAL CITY and AMERESCO, INC. Dated as of June 20, 2017 TABLE OF CONTENTS SECTION HEADING PAGE 1. Scope of Work 2 2. Ownership of and Security Interest in the ECMs 11 3. Financial Ability to Pay 11 4. Compensation and Monthly Progress Payments 12 5. Substantial Completion; Commissioning Acceptance Phase; 14 Notice of Completion 6. Guarantee of Solar Energy Production 19 7. Access to Property 23 8. Changes in Work 24 9. Ameresco Warranty; Third Party Manufacturer Warranties 25 10. Customer Role and Responsibilities 26 11. Defaults by Customer and Ameresco 29 12. Remedies for Defaults 30 13. [Intentionally Omitted.] 31 14. Term; Termination 31 15. Insurance and Bonds 32 16. Indemnification 40 17. Agreement Interpretation and Performance 42 18. Privileged and Proprietary Information 43 19. Severability 43 20. Assignments and Subcontracting 44 21. Waiver 44 22. Force Majeure 45 23. Contract Documents; Ownership of Design Documents 45 1 24. Notices 25. Records 26. Representations and Warranties 27. Independent Contractor 28. Additional Representation and Warranties of Customer 29. Absence of Fraud or Collusion 30. Negligent/Wrongful Acts 31. Further Documents and Events 32. Compliance with California Laws 33. Third Party Beneficiaries 34. Notifications of Governmental Action - Occupational Safety and Health 35. References ATTACHMENTS Attachment A Attachment B Attachment C Attachment D Attachment E Attachment F Attachment G Attachment H Attachment I Attachment J Attachment K Attachment L Property Description Energy Audit Report (containing Sections A through G) Notice to Proceed Third Party Manufacturer Warranties Contract Cost and Annual Services Change Order For Substantial Completion Certificate Notice of Completion Glossary of Energy Management Terms and Abbreviations December 15, 2015 Energy Audit Agreement Ameresco SOQ & Interview Question Responses Installation Schedule 47 48 49 50 50 51 51 51 52 54 55 55 ENERGY SERVICES AGREEMENT THIS ENERGY SERVICES AGREEMENT, including all Attachments (A-K), which include various exhibits, schedules, and addenda. (this "Agreement") is entered into as of June 20, 2017 ("Effective Date"), by and between the CITY OF NATIONAL CITY, having its principal place of business located at 1243 National City Boulevard, National City, CA 91950 ("Customer") and Ameresco, Inc., a Delaware corporation, with an address of 60 East Rio Salado Parkway, Suite 1001, Tempe, AZ 85281 ("Ameresco"). The Customer and Ameresco may be collectively referred to as the "Parties" and individually as a "Party." RECITALS WHEREAS, Customer wishes Ameresco to perform a project consisting of certain energy conservation services and installations ("Project") as set forth in Section D of the EAR (defined below) at Customer's facilities described in Attachment A (each, a "Property"), and Ameresco wishes to perform such services; WHEREAS, Section D of the EAR (defined below) as the same may be amended and/or otherwise modified from time to time as provided herein is hereinafter referred to as the "Scope of Work"; WHEREAS, Customer issued a Request for Statements of Qualifications ("SOQ") (attached to this Agreement as Attachment K) that sought statements of qualifications of interested energy service firms to engage in an energy services contract; WHEREAS, Ameresco's responses to certain questions raised in the SOQ are also attached to this Agreement as Attachment K; WHEREAS, based on Ameresco's responses to the SOQ, Customer has determined that Ameresco is a provider of comprehensive energy efficacy and renewable energy solutions and is qualified by experience and ability to perform the services desired by Customer, and Ameresco is willing to perform such services; WHEREAS, based on Ameresco's responses to the SOQ, Customer chose to engage the services of Ameresco in the form of the Energy Audit Agreement, attached hereto as Attachment J; Page 1 of 56 WHEREAS, pursuant to the Energy Audit Agreement, Ameresco performed a comprehensive energy audit of the Property and prepared an Energy Audit Report/ dated as of December 7, 2016 (the "EAR"), which is attached hereto as Attachment B; WHEREAS, performance of the EAR constituted the first phase ("Phase 1") of the Project; WHEREAS, by virtue of this Agreement, Ameresco has been directed by Customer to proceed with the implementation of the recommendations specified in the EAR, which will constitute the second phase of the Project ("Phase 2"). Phase 2 will consist of the design and installation of energy conservation measures described and recommended in Section D of the EAR, which is attached hereto as Attachment B; WHEREAS, Customer enters into this Agreement to develop energy conservation measures in accordance with Government Code Section 4217.10 et. seq.; WHEREAS, the Glossary of Energy Management Terms and Abbreviations, attached hereto as Attachment I, defines certain energy -related phrases, terms, abbreviations necessary to the interpretation of this Agreement; and WHEREAS, Customer owns each Property. NOW, THEREFORE, in consideration of the covenants, representations, warranties, and mutual promises and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: SECTION 1 Scope of Work. (a) Work: 1. Project Work: Upon Ameresco's receipt of (i) the Notice To Proceed (as defined in Section 4) and (ii) evidence of the funding of an escrow account (the "Construction Escrow") with immediately available funds sufficient for the payment of the Contract Cost (as defined in Section 4), Ameresco shall furnish all labor, materials and equipment and perform all work required for the completion of the Scope of Work. As used in this Agreement, the term "Work" means the performance of the Scope of Work, whether completed or Page 2 of 56 partially completed, and includes all other labor, materials, equipment and services provided or to be provided by Ameresco to fulfill Ameresco's obligations, as described in the Scope of Work and otherwise set forth in the Contract Documents (defined in Section 23 of this Agreement), other than warranty work, M&V Services or any services to be provided by Ameresco following issuance of the Notice of Completion. The Scope of Work shall include the installation of the energy conservation measures as set forth in Section D of the EAR (the "ECMs"). Customer and Ameresco shall mutually plan the scheduling of the Work. The Work will be planned to minimize the interruption of the daily routine of Customer's staff except as permitted in writing by Customer. 2. Economic Conditions. If Customer does not issue a Notice to Proceed within fourteen (14) days after signing this Agreement, then Ameresco may adjust the Contract Cost as described herein. Due to the current pricing volatility of raw materials (i.e. copper, steel, PVC, fuel, and wire insulation) required to produce and transport cable, PVC products, equipment and pipes containing steel, copper and similar products, Ameresco reserves the right to adjust the Contract Cost to reflect the actual cost increases in such materials and products that take place between the date the Contract Cost was agreed to by Customer, if different from the Contract Cost in Section 4, and the actual date a Notice to Proceed is issued by the Owner, authorizing Ameresco to proceed with the Project. In the event that pricing of such materials increases, Customer, in its sole discretion, may either (1) agree to execute a Change Order to compensate Ameresco for the actual cost increases of materials, or (2) terminate this Agreement. Alternatively, Ameresco and Customer may agree to decrease the project size by removing components of the ECMs to be otherwise installed hereunder. Ameresco will provide back-up documentation to substantiate the Change Order. Ameresco will take commercially reasonable efforts to mitigate the impact of economic conditions charges. (b) Disposal: Ameresco, at its sole cost, shall (i) be responsible for disposal of all non- hazardous equipment and materials which are rendered useless and removed as a result of the installation of the ECMs and (ii) cause all lamps which are classified as hazardous wastes by the rules and regulations of the U.S. Environmental Protection Agency (40 CFR Parts 260 through 279) and PCB -contaminated ballasts, if any, which have been rendered useless and removed as a result of the installation of the ECMs to be transported and disposed of as specified in Attachment B. All other existing PCB -contaminated ballasts, lamps and any other hazardous materials, Page 3 of 56 however, shall remain the sole responsibility of Customer and Ameresco shall assume no liability whatsoever in connection with their removal, transportation and disposal unless expressly included in the Scope of Work. (c) Asbestos and Lead Paint: (1) The Scope of Work is predicated on the viability of the Project without Ameresco encountering or disturbing lead paint or asbestos, or being required to perform any asbestos or lead paint abatement or taking any other action with respect to asbestos or lead paint, in each case other than as expressly set forth in the Scope of Work. (2) In the event that Ameresco: (A) encounters any friable or non -friable asbestos which is in the immediate vicinity of its work, (B) determines that its work will result in the disturbance of asbestos material, or (C) determines that the presence of asbestos material will impede its work, in each case other than those materials which are expressly addressed in the Scope of Work, Ameresco will promptly notify Customer of the same and Ameresco and Customer will proceed in accordance with Section 1 (c)(3) below. In the event that Ameresco cannot determine whether any particular material does or does not contain asbestos, Customer, upon Ameresco's written request, shall, at Customer's sole cost and expense, promptly perform tests or cause tests to be performed in order to determine whether or not such material contains asbestos and/or whether there are unacceptable levels of airborne particulate material containing asbestos and provide such test reports to Ameresco. In the event Ameresco encounters lead paint or paint suspected to contain lead in any area where it is to perform services hereunder, Ameresco will promptly notify Customer of the same and Customer shall, at Customer's sole cost and expense, promptly perform tests or cause tests to be performed in order to determine whether or not such paint contains lead, and will provide such tests reports to Ameresco. In the event that such test reports demonstrate the presence of lead paint or Ameresco reasonably believes that performing its services under this Agreement is likely to cause the disturbance of lead paint in such a manner as to require Ameresco to provide any notification or take any actions pursuant to any federal, state or local laws, rules, regulations or guidelines, and Ameresco notifies Customer of the same, Customer will proceed in accordance with Section 1(c)(3) below. Page 4 of 56 (3) In the event the presence of lead paint or asbestos is identified as provided in Section 1 (c)(1) or Section 1(c)(2) above, and at the time of execution of this Agreement, Ameresco shall identify to Customer a qualified lead paint or asbestos removal contractor ("Abatement Contractor") willing to, at Customer's option, promptly and properly remove, enclose, encapsulate, or otherwise abate any lead paint or asbestos in accordance with all applicable laws, regulations and guidelines ("Abatement"). Such Abatement Contractor shall meet all insurance requirements required by this Agreement. Upon Customer's receipt of Abatement Contractor's quote for the cost to engage in the Abatement, Customer may: (1) execute a change order to pay Ameresco for Abatement Contractor's cost to engage in the Abatement; (2) terminate the ECM or ECMs which are affected by the presence of asbestos or lead paint; or (3) engage the services of a second Abatement Contractor of Customer's choosing. Ameresco shall promptly inform Customer of any conditions that may require the City to engage in an Abatement or the services of an Abatement Contractor. In the event that Customer does not promptly take action, as provided herein, or notifies Ameresco that it will engage the services of its own Abatement Contractor, Ameresco will, in good faith, and to the extent permitted by applicable law and Ameresco's worker safety policies, continue work in other areas at the Property unaffected by the Abatement. Customer shall be responsible for all costs (including termination) incurred by Ameresco that relate to the presence of asbestos or lead paint unless expressly described in the Scope of Work. (d) Maintenance: Customer, at its sole cost and expense, shall be responsible for servicing and maintaining the ECMs installed in each Property from and after Customer's execution and delivery of a Substantial Completion Certificate (as hereinafter defined) with respect to the Property in which each particular ECM is installed. (e) Compliance with Law: Ameresco shall, at its expense, comply with and obtain all applicable licenses and permits required by federal, state and local laws in connection with (i) the installation of the ECMs and (ii) the operation and/or maintenance of the ECMs (to the extent that Ameresco agrees to perform such operations and/or maintenance services). In the event that Ameresco cannot procure any such license or permit in light of a requirement that Customer is required to do so, Customer shall promptly procure the same. Ameresco shall pay the required prevailing wage rates for work in connection with the Project according to the current California Prevailing wages for San Diego County. Page 5 of 56 (f) Taxes. Customer will cooperate with Ameresco and provide Ameresco with all appropriate documentation in its possession so that Ameresco may establish that it does not have to pay taxes, fees and assessments or other charges of any character which may be imposed or incurred by any governmental or public authority as an incident to title to, ownership of, or operation of the ECMs. (g) (i) Cl) Non -Discrimination: Ameresco agrees not to discriminate against any employee or applicant for employment, to be employed in the performance of this Agreement, with respect to hire, tenure, terms, conditions or privileges of employment, or any matter directly or indirectly related to employment, because of age, sex, sexual orientation, race, disability, color, religion, national origin, Vietnam era military service or ancestry in accordance with applicable federal, state or local law. Installation/Specifications: Prior to the commencement of the Work hereunder, Ameresco may, at its option, provide (or Customer, at its option, may reasonably request to have Ameresco provide) a sample installation of, or written specification of, any ECM to be installed (each, a "Sample"). Customer shall furnish its written approval or disapproval of each Sample within ten (10) Business Days following Customer's receipt of Ameresco's written notice of installation and/or delivery of such Sample. If Customer disapproves any such Sample, Ameresco shall have the right to provide a substitute specification or ECM (each, a "Substitution") which conforms to the applicable specifications or is equivalent to any applicable Sample previously approved by Customer. Upon Customer's written approval of a Substitution, Ameresco may revise the Attachments to reflect each such Substitution. If Customer does not approve or disapprove of any Sample or Substitution within ten (10) Business Days following Customer's receipt of Ameresco's written notice thereof, then Customer shall be deemed to have given its approval of such Sample or Substitution, as applicable. If, however, Customer does not approve of any Substitution, the Parties hereby agree to negotiate a mutually acceptable solution. Customer shall not unreasonably withhold, condition or delay any approval provided for herein. Duties, Obligations, and Responsibilities of Ameresco: (1) The Work to be performed under this Agreement shall be commenced and completed as set forth in the Installation Schedule attached hereto as Attachment L, subject to any unreasonable delay by the City and Force Maj eure. Page 6 of 56 (2) All labor furnished under this Agreement shall be competent to perform the tasks undertaken, all materials and equipment provided shall be new and of appropriate quality and the completed work shall comply in all material respects with the requirements of this Agreement. (3) Ameresco shall maintain the Project site in a reasonably clean condition during the performance of the Work set forth in Attachment B. Ameresco shall, throughout all of Phase 2 of the Project, regularly clean the Project site of all debris, trash and excess material or equipment. In the event any portion of the Scope of Work is suspended, Ameresco shall clean and leave the site in a reasonably clean condition before leaving the site. Rubbish and debris collected on the Work site shall only be stored in roll -off, enclosed containers prior to disposal. Stockpiles of such will not be allowed. (4) Ameresco shall provide preliminary design documents to the Customer's Representative for informational purposes at interim periods throughout development of the Project. Customer shall bear all costs associated with changes to the schedule resulting from delays in its review of submittals and changes to the design documents; changes in Customer's design manuals, changes in building codes which occur after the date of this Agreement (other than the 2016 California Building Standards Code (Cal. Code Regs., Tit. 24) that went into effect on January 1, 2017, which changes Ameresco agrees have been incorporated into the Scope of Work); or performance of any changes in the Work requested by Customer, with the exception of changes in the Project resulting from Ameresco's failure to comply with the requirements of this Agreement. (5) Inspection of Property or Properties. During execution of the Work set forth in Attachment B, Ameresco shall permit Customer and/or any of its representatives to enter upon the Project site to review or inspect the Work; provided, that in each case, the Customer and/or its representatives coordinate such review or inspection with Ameresco and agree to comply with all applicable federal, state, and local safety laws, rules and regulations, including, without limitation, those promulgated by the U.S. Department of Labor Occupational Safety & Health Administration. Customer, its employees, and visitors brought to the Project site shall adhere to all of Ameresco's site safety rules. The Work is subject to approval by Customer, or Customer's representative. While Customer shall notify Ameresco before noon of the working day before any inspection of a Property is requested or required, Page 7 of 56 Ameresco shall keep Customer reasonably informed of the progress of completion of all Work to be performed under this Agreement to enable Customer to schedule any inspections required by federal, state or local laws, rules, regulations or guidelines. Any Work done requiring an inspection that is completed without proper inspection will be subject to rejection. Customer, and any authorized representatives of Customer shall at all times have, with reasonable notice to Ameresco, access to the Work during its construction at shops and yards and while in storage, as well as to the Work site at each Property. Ameresco shall provide every reasonable facility for ascertaining that the materials and workmanship are in accordance with this Agreement. Inspection of the Work shall not relieve Ameresco of the obligation to fulfill all conditions of the Agreement. Any delay in the Work resulting from the scheduling of an inspection at Customer's request that causes an actual delay in the Installation Schedule shall be cause for a day -for -day extension of the Installation Schedule. During the performance of the Work, defective or non -compliant work, unsuitable material(s) and equipment may be rejected notwithstanding and regardless of the fact that such defective or non -compliant work, unsuitable materials and equipment may or may not have been previously inspected by Customer's representative or that payment therefore has been included in an estimate for payment. Any defective or non -compliant work, unsuitable material(s) and equipment shall be replaced immediately to original contract specifications and any other improvements damaged as a result and such replacement shall be repaired to as good or better condition. All such work shall be done at Ameresco's expense and there shall be no costs to Customer. All costs of inspection and testing performed during overtime work by Ameresco, which is allowed solely for the convenience of Ameresco, shall be borne by Ameresco. Customer shall have the authority to deduct the cost of all such inspection and testing from any partial payments otherwise due to Ameresco. The value of services rendered for these inspection -related purposes shall be at full cost recovery rates. (6) Police Department Security. Ameresco must provide Customer a list of all potential personnel that may be present on the worksite within the Police Department (See Item #9 on Attachment A) thirty (30) days prior to date such personnel need access to the building. The list must provide the name of the proposed employer (Ameresco, sub -contractor, vendor, etc.), and the name, Page 8 of 56 (7) address, and a copy of a valid photo ID (i.e. driver's license) of the person wishing to enter the Police Department. 1. Customer will perform a standard security check for all submitted names that will screen for matters including, without limitation: felonies, security threats, arrests, and gang affiliations. Individuals who do not pass the standard security check will not be admitted to the Police Department. 2. Ameresco's and its subcontractors' ability to hire and utilize personnel who can meet the foregoing requirements is a condition precedent to any payment due to Ameresco. Failure of Ameresco or its subcontractors to provide personnel who can meet such requirements of the Project shall constitute a default subject to Section 11(b)(i) of this Agreement with respect to the portion of the Scope of Work affected. 3. Daily access to the Police Department building shall be coordinated with the Police Department Representative and the initial Ameresco Representative a minimum of 24 hours in advance. Ameresco shall coordinate its and its subcontractors' efforts in a way that minimizes the number of accesses and egresses to and from the Police Department. Ameresco understands that gaining access and egress to the Police Department can take time for security reasons and any delays in access and egress are factored into the Contract Cost and there shall be no additional costs to Customer for any such delay. 4. Every person entering into the building shall check -in with the Police Department's designated personnel for each entry and wear the provided identifying badge in a clearly viewed location at all times. Every person shall exit the building by paths of egress approved by the Police Department or by escort of the designated Police Department personnel. Badges shall be returned to the Police Department each day. Ameresco will provide equipment manuals and other appropriate information regarding equipment installed hereunder to Customer before the time of Substantial Completion (as defined in Section 5). (8) Ameresco will appoint one or more representatives who shall be the primary point of contact for construction matters. Such representative may be replaced Page 9 of 56 from time to time by Ameresco, with written notice to Owner. The initial Ameresco Representative shall be: Name: Nancy Rorabaugh Title: Business Development Mailing Address: P.O. Box 910216 Telephone: 800-500-6711 Cell: 619-322-5400 Fax: 858-792-8296 Email: nrorabaugh@ameresco.corn Customer shall communicate only with such designated representative regarding performance of the Work and shall not communicate directly with Ameresco employees, agents, subcontractors or others retained to perform any part of the Work, unless otherwise specifically directed by Ameresco's representative. Ameresco shall pay for the cost of any minimum "show up" costs that a subcontractor, consultant, or other materials testing technician charges for being scheduled, by Ameresco, to appear at the Project site or Property, but could not perform work on the Project because the Project was not ready for the inspection or not ready to receive the subcontractor, consultant, or materials testing technician's work. Any invoices Customer receives for these "show up" costs shall be forwarded to Ameresco for payment. Customer shall be responsible for added costs or schedule delays resulting in whole or in part from its own obligations to comply with the foregoing sentence. Commissioning. With respect to the portions of the Scope of Work relating to the design and installation of HVAC controls and HVAC mechanical ECMs as detailed in ECM 1, ECM 6, and ECM 10, Ameresco shall coordinate and work with Customer's commissioning agent through the design phase, construction phase, and Commissioning Acceptance Phase (as defined in Section 5(f) below). Customer's commissioning agent shall, at Customer's sole cost and expense, participate in all design review meetings, prepare and maintain a commissioning plan, participate in monthly construction period commissioning meetings, develop and maintain a Construction Issues Log, prepare pre - functional equipment installation check lists, prepare functional performance tests, direct and oversee functional performance test and complete the final commissioning report. Any unreasonable delay in the Work resulting from the commissioning agent's activities (which is not be reasonably anticipated to Page 10 of 56 occur in the industry -accepted course and scope of commissioning work) that causes an actual delay in the Installation Schedule shall be cause for a day -for - day extension of the Installation Schedule. SECTION 2 Ownership of and Security Interest in the ECMs. Title to each ECM and other personal property installed or incorporated into the ECMs shall remain in the name of Ameresco until the time specified below. If, notwithstanding the intent of the Parties, Customer is deemed to hold title to the ECMs, and as security for the payment in full of the Contract Cost, Customer hereby assigns, transfers and grants to Ameresco a security interest in all of the ECMs. Customer hereby authorizes Ameresco to file, from time to time, Uniform Commercial Code financing statements in such jurisdictions as may be necessary to perfect and maintain its security interest in the ECMs. If requested by Ameresco, Customer agrees to execute and deliver all further instruments and documents and take all further action that may be necessary in order to create, perfect and protect Ameresco's security interest in the ECMs and hereby irrevocably appoints Ameresco as Customer's attorney -in -fact with full power to sign such instruments and documents. Any provision in this Section to the contrary notwithstanding, ownership and title to an ECM shall automatically pass to Customer and Ameresco's security interest in such ECM shall be released and terminated, in each case without further action on either Party's part, upon Ameresco's receipt of both (i) the executed Substantial Completion Certificate (as defined in Section 5) for such ECM and (ii) the indefeasible payment in full of all of Customer's payment obligations to Ameresco for such ECM. SECTION 3 Financial Ability to Pay. Customer agrees and acknowledges that Ameresco's obligation to perform the Project is contingent upon the availability of funds. Ameresco shall have no obligation to proceed hereunder until Ameresco has received the Notice to Proceed and evidence of funding of the Construction Escrow as described in Section 1(a)(i) hereof. If such items are not received by Ameresco within thirty (30) days following the execution hereof, then Customer and Ameresco shall each have the option, exercisable upon written notice to the other Party to terminate this Agreement. In that regard, Customer acknowledges and agrees that Ameresco has incurred and will incur further costs and expenses relating to the EAR work described in Attachment B. If Customer or Ameresco exercises such option to terminate this Agreement, Customer shall pay Ameresco $70,639.17 in recognition of the EAR work (See Attachment J, Exhibit A, Section 1.2 of the EAR). Page 11 of 56 SECTION 4 Compensation and Monthly Progress Payments. (a) Application for Payment; Release of Retainage. Subject to the terms of this Agreement, Ameresco shall perform the Scope of Work at a total fixed price of five million, four hundred three thousand, three hundred eight Dollars and No cents ($5,403,308.00) ("Contract Cost"). The price is calculated in accordance with Attachment E hereto. For each month during the construction period of the Project following Customer's issuance to Ameresco of the Notice to Proceed in the form of Attachment C (the "Notice to Proceed"), Ameresco shall be entitled to monthly progress payments from the Escrow Account based upon the percentage of the Project construction and equipment procurement completed at the end of each month in accordance with the Scope of Work. Ameresco shall be paid the same percentage of the Contract Cost as such percentage of completion. Following the end of each month, during the construction period of the Project, Ameresco will provide to Customer an invoice together with a list in sufficient detail to reasonably identify construction and equipment procurement during such month ("Application for Payment"). Within thirty (30) calendar days after receipt of such Application for Payment, Customer shall pay or cause to be paid to Ameresco the amount due under such Application for Payment. Customer will retain five percent (5%) of all amounts due at the end of the Project as retention until thirty (30) days after filing of the Notice of Completion or as required by law. At the request and expense of Ameresco, Customer may substitute securities for the amount so retained in accordance with Public Contract Code section 22300. (1) The Parties acknowledge that, prior to the execution of this Agreement, Ameresco conducted an audit of Customer's facilities and prepared the EAR in anticipation of payment therefor under this Agreement. As provided in Section 1.3(a) of the EAR, the Energy Audit Price (as defined in the EAR) is included in the Contract Cost set forth in Section 4(a) hereof and shall be included in the first Application for Payment. The first Application for Payment shall also include the actual costs for the purchase of a Payment and Performance Bond and mobilization costs. Payments for mobilization/demobilization costs shall be made in accordance with the following schedule: (i) 60% after construction begins, and (ii) 40% after acceptance of the Notice of Completion. (2) Mobilization and demobilization shall consist of preparatory work and operations, including, but not limited to, those necessary for the move -on and move - off operations of personnel, equipment, supplies, and incidentals to the project site, for the establishment of all offices, storage yards, buildings, hook-up and disconnects Page 12 of 56 for utility services, and other facilities necessary for work on the Project, and for all other work and operations including the application for and acquiring of permits from other agencies, which must be performed or costs incurred prior to beginning work on the various items of work on the Project Site. (3) When applicable, Mobilization/Demobilization shall be paid for at the Contract lump sum price bid. The lump sum price for Mobilization/Demobilization shall include full compensation for furnishing all labor, materials, tools, equipment, and incidentals, overhead, taxes, fees and profit for doing all the work involved in mobilization and demobilization. When the Contract Price does not include a contract pay item for mobilization and demobilization full compensation for any necessary mobilization and demobilization required shall be considered as included in the relevant items of work and there will be no additional costs to Customer. (4) Upon completion of the Project and receipt of the Notice of Completion (defined below) from Customer, Ameresco shall submit a final Application for Payment for release of all retainage held by Customer. Customer shall make final payment no later than thirty days after receipt of the final Application for Payment. Payment of the final Application for Payment for Phase 2 of the Project shall constitute a waiver of claims by Customer, except those arising from (i) unsettled liens, claims, security interests or encumbrances arising out of the performance of the Scope of Work; (ii) failure of the work performed by Ameresco to comply with the provisions of this Agreement; or (iii) warranty provisions in this Agreement. (b) All amounts not paid to Ameresco on or before the date which is thirty (30) days after receipt of the applicable Application for Payment shall accrue interest at the rate of twelve percent (12%) per annum for the number of days following each such due date until such time as such amount due has been paid in full. If Ameresco is prohibited by law from charging interest at the above rate but is instead limited by law to charging a maximum rate which is a lower rate, Ameresco shall charge interest at said lower rate. (c) Submission of an invoice labeled "final invoice" shall constitute a waiver of any and all claims not already submitted by Ameresco and releases Customer and its elected officials, appointees, officers, agents, employees, and volunteers from all claims and all liability for all things done or furnished in connection with the Work, and every act of Customer and its elected officials, appointees, officers, agents, employees, and volunteers relating to or arising out of the Work and related to those undisputed amounts. Page 13 of 56 SECTION 5 Substantial Completion; Acceptance Phase Commissioning; Notice of Completion. (a) Substantial Completion Certificate. When Ameresco considers installation of all ECMs in a Property (or portion thereof, as applicable) to be complete, Ameresco will deliver to Customer a blank substantial completion certificate in the form of Attachment G (the "Substantial Completion Certificate"). If, following a walk- through of the Property in accordance with Section 5(b) and Section 5(c) below, Customer determines that all ECM work for the Property has been completed pursuant to the terms of the Contract Documents, Customer shall complete, execute, and deliver to Ameresco each such Substantial Completion Certificate. The date on such certificate will be the date of "Substantial Completion" for the Property or Properties listed on the certificate, and the date when Ameresco is relieved from responsibility to protect and maintain the ECM's at the then - completed Property. As used in this Agreement, the term "Substantial Completion" shall mean that all subject ECM's at a given Property have been installed by Ameresco, and, if such ECM is equipment, such equipment has been installed in accordance with the Contract Documents. (b) Requirements Preparatory To Requesting a Walk-through. A walk-through is the required procedure used by Customer to generate a Punch list prior to confirming Substantial Completion and initiating the Commissioning Phase for each Property. The following items shall be completed prior to requesting a walk- through: (1) Remove temporary facilities from the Property. (2) Thoroughly clean the portions of the Property affected by the Work, removing all debris, trash and excess material or equipment relating to the performance of the Work. (3) Provide completed and signed "As -Built Drawings" (also referred to as Record Drawings or Redlines) consistent with Section 23(f) of this Agreement. (4) Provide all material and equipment maintenance and operation instructions and/or manuals. (5) Provide all tools that are a permanent part of equipment installed in the Project. (6) Provide and properly identify all keys; construction and permanent. (7) Provide all final special inspection reports required by this Agreement and Page 14 of 56 applicable codes and regulations. (8) Provide all items that this Agreement requires to be supplied as extra stock. All items shall be wrapped, sealed, or placed in a container as necessary to allow for storage by Customer for future use. The amount specified in this contract shall be verified by Customer and Ameresco. (9) Ensure all certified prevailing wage rate documents and all other documents required by this Agreement and applicable codes and regulations have been submitted. (10) Ameresco shall provide Customer with any spare parts for the proposed irrigation system as specified in the Agreement (if applicable). (11) All salvaged materials have been delivered and accepted by the Customer or entity designated to receive them. (c) Walk-through and Punch list Procedure. The following procedure outlines the steps to be taken upon Ameresco's assertion that a Property is Substantially Complete: (1) When Ameresco considers that the Work and Scope of Work for a Property listed in Attachment A is substantially complete, Ameresco shall notify Customer in writing that the Property is substantially complete and request that Customer perform a walk-through for generation of a Punch list. Ameresco shall notify Customer at least seven (7) days in advance of the time the walk-through is to be performed. (2) Consistent with the relevant portions of Section 1(j)(5), Customer will determine if the Property is ready for a walk-through by verifying whether Ameresco has provided or completed all items as required by Section 5(d), "Defective and Non -Compliant Work," whether Ameresco has obtained the applicable certifications, and by evaluating completeness by inspecting the Property and the specified Work required by the Agreement. (3) Customer will facilitate a walk-through within five (5) Business Days following request from Ameresco. Any unreasonable delay in the Work resulting from the scheduling of a walk-through with Customer or Customer's representative that causes an actual delay in the Installation Schedule shall be cause for a day -for -day extension of the Installation Schedule. (4) Ameresco shall make available at the Property for walk-through attendees the plans and specifications and the technical data, such as submittals and equipment manuals. Page 15 of 56 (5) Customer will generate the punch list within fifteen (15) Business Days from the date of the walk-through and submit it to Ameresco. Customer will not provide a preliminary punch list. (6) If Customer begins to generate a Punch list and finds the Property is not substantially complete as defined in this Section 5, Customer will terminate the walk-through and notify Ameresco in writing. (7) If, at any time during Customer's evaluation of the corrective Work required by the Punch list, Customer discovers that additional corrective Work is required, Customer may include that corrective Work in the Punch list. Ameresco shall be solely responsible for insuring the ECM's at the Property (consistent with Section 10(f)) and completing the corrective Work until the Project is Substantially Complete, all Punch list items have been corrected, and all operation and maintenance manuals have been accepted by Customer. (8) Customer will meet with Ameresco until all Punch list items are corrected. (9) During the 30-day stop notice/lien period that commences on the date the Notice of Completion (defined below) is recorded, Ameresco shall submit to Customer the retention billing. After Customer receives the retention billing, Customer will mail to Ameresco a "Release of Claims" form, which shall be completed by Ameresco and returned to Customer before the retention will be released. (10) Upon Acceptance (as defined below), Ameresco shall assemble and deliver to Customer all records, documents, warranties, material certifications, bonds, guarantees, maintenance and service agreements, and maintenance and operating manuals. (11) The cost of Ameresco's participation in the punch -list process shall be included in the various items of work and there shall be no additional costs to Customer. (d) Correction of Punch List Items. Ameresco must correct defective or non- compliant Work noted in the Punch list in accordance with the Scope of Work, Customer's written instructions, and within the time limits specified by Customer. Ameresco shall correct any part of the Work that Customer finds to be defective, not compliant with the Agreement, or unsafe in any way whether or not manufactured, fabricated, installed, completed, or overlooked and accepted by Customer, or Customer's representative. Ameresco shall remove from the Property any defective or non -compliant Work if it has been rejected by Customer Page 16 of 56 or Customer's representative and replace it with non -defective and conforming Work. (1) If, upon notice, Ameresco fails to immediately correct the defective or non- compliant work, or Ameresco fails to correct the defective or non -compliant Work in a manner conforming to the Agreement, Customer's representative may order Ameresco to stop all or part of the Work on the Project. Customer's right to stop the Work does not give rise to any duty on Customer's part to stop work for Ameresco's benefit or the benefit of any other party. Ameresco shall bear all direct and indirect costs and damages that result from Customer's stop work notice. (2) At the sole discretion of Customer, or Customer's representative, defective or non -compliant Work may be accepted in lieu of requiring Ameresco to correct or remove and replace the defective or non -compliant work. If Customer's representative's acceptance of defective or non -compliant Work occurs prior to final payment, Customer's representative will issue a Change Order incorporating the necessary revisions in the Agreement with respect to the defective or non -compliant work and indicating the appropriate decrease in the Contract Cost. (3) If Ameresco fails to correct, remove, or replace defective or non -compliant work within five (5) Business Days from the date of a written notice from Customer's representative, then Customer's representative, may proceed with any correction of defective or non -compliant work undertaken in accordance with this section. Customer may take corrective action at any time in the event of an emergency. Customer may remedy after five (5) Business Days (as defined in Section 7) from the date of written notice when Ameresco fails to correct the defective or non -compliant work in accordance with the Agreement. (4) When undertaking remedial action under this section, Customer may: exclude Ameresco from all or part of the Property; take possession of all or part of the Work; suspend the provision of Ameresco's Work or services; and incorporate into the Project all materials and equipment stored at the Property or for which Customer has paid, but Ameresco has stored elsewhere. (5) Customer will not allow an extension of the time to complete the Project or Page 17 of 56 other applicable Project milestones because of any delay in the performance of the work attributable to Ameresco's undertaking remedial action to correct defective or non -compliant work. In the event Ameresco fails to engage in the corrective work of defective or non- compliant Work as required by Section 5(d) of this Agreement, Ameresco shall reimburse Customer for any reasonable and customary out-of-pocket costs incurred by Customer in remedying any deficiency e.g., all reasonable and customary costs of repair or replacement of defective or non -compliant work and all costs of repair of any other Work on the Project destroyed or damaged by correction, removal, or replacement of Ameresco's defective or non -compliant work. (e) If Customer provides Ameresco with a written statement identifying specific material performance deficiencies that it wishes Ameresco to correct, Ameresco will use reasonably diligent efforts to correct all such material deficiencies and will give written notice to Customer when all such items have been corrected. The Parties intend that a Substantial Completion Certificate will be executed for the Work at each Property as soon as all Work is installed and operating at each Property. (f) Commissioning Acceptance Phase or Acceptance Period. Customer, or Customer's representative, shall, within five (5) Business Days after receipt of a request from Ameresco for a Substantial Completion Certificate undertake a commissioning acceptance phase of each ECM located at each Property listed in a Substantial Completion Certificate ("Commissioning Acceptance Phase" or "Commissioning Acceptance Period"). The Commissioning Acceptance Phase for each Property will include such stages as Check-up & Start-up, Post Measurement & Verification, Training, 0 & M Manuals, and Post Installation. (g) Notice of Completion. Once Customer has completed, executed, and delivered to Ameresco a Substantial Completion Certificate for each Property listed in Attachment A, Customer shall promptly present to the City Council notice of final completion of the Project in the form of Attachment H (the "Notice of Completion"). Acceptance of the Project will occur after approval by the City Council finding that (1) all ECM's at each Property successfully passed the Commissioning Acceptance Phase, as determined by Customer or Customer's representative, and (2) that all of the requirements contained in the Agreement have been fulfilled that concern each Property listed in Attachment A ("Acceptance"). Page 18 of 56 (h)Within fifteen (15) days after Acceptance, Customer shall complete, execute and deliver to Ameresco for recordation by the San Diego County Recorder each such Notice of Completion. Customer shall not unreasonably withhold, condition, or delay the execution and delivery of any Substantial Completion Certificate or the Notice of Completion. SECTION 6 Guarantee of Solar Energy Production (a) Guaranteed Three -Year Solar Production Several capitalized, defined terms used in this Section 6 are defined in Attachment I. In addition to the system performance guarantees, energy savings guarantees, potential -to -save representations, and projected monetary values of those energy savings identified in Section F of the EAR (See Attachment B), Ameresco represents and warrants to Customer that the total three-year solar energy production, measured in kWH, generated by the six proposed photovoltaic systems will meet or exceed the Guaranteed Three -Year Solar Production as specified in Table 6(a) below: Table 6(a) Guaranteed Year 1-3 Solar Production Location kW DC kW AC Year 1 kWH Year 2 kWH Year 3 kWH Year 1-3 True Up Total kWH Police Station 53 45 69,171 68,687 68,206 206,064 Arts Center 26 22 32,547 32,319 32,093 96,959 Civic Center 86 74 110,722 109,947 109,177 329,846 Public Library 75 64 94,518 93,856 93,199 281,573 Fire Station 34 20 17 23,665 23,500 23,335 70,500 MLK Community Center 18 15 22,648 22,489 22,332 67,469 Total 278 237 353,271 350,798 348,342 1,052,411 (b)Ameresco also represents and warrants to Customer that, if Customer purchases solar production M&V Services over the Solar Term (as defined in subsection 6(i)), each year during which Customer purchases such solar production M&V Services being referred to herein as a "Solar Guarantee Year", the total solar energy production (kWH) generated by the six proposed photovoltaic systems will Page 19 of 56 meet or exceed the Guaranteed Solar Production as specified in Table 6(b) below: Table 6(b Guaranteed Solar Production Year kWH Output 1 353,271 2 350,798 3 348,342 4 345,905 5 343,484 6 341,079 7 338,692 8 336,321 9 333,967 10 331,629 11 329,308 12 327,002 13 324,713 14 322,440 15 320,183 16 317,942 17 315,716 18 313,506 19 311,312 20 309,133 Total 6,614,748 The foregoing representations and warranties set forth in Section 6(a) and Section 6(b) are hereinafter referred to collectively as the "Production Guarantee". Annual Deficit and/or Annual Surplus Determination of the Annual Deficit and/or the Annual Surplus for each Solar Guarantee Year listed in Table 6(b) above shall be calculated as follows: Annual Deficit = Guaranteed kWH Output (Table 6(b)) — Actual Generation Page 20 of 56 (d) Guarantee Payment At the end of each True -up Period: (1) if the net total Annual Deficits for all systems is greater than zero (0) over the True -up Period, then Ameresco shall pay to Customer an amount equal to the cumulative product of (i) the Annual Deficits and (ii) the Avoided Energy Price per kWh (a "Solar Guarantee Payment"); (2) Ameresco shall, by written statement within ninety (90) days after the end of such True -Up Period, promptly notify Customer of any Solar Guarantee Payment due. A Solar Guarantee Payment shall be payable to Customer within thirty (30) days of the date of such written statement. (e) Actual Generation Measurement The process for measuring Actual Generation for each Solar Guarantee Year shall be: (1) Initial Output Data Collection. For each Solar Guarantee Year, Ameresco will collect energy output data using its System Meter or from SDG&E utility data. For each Solar Guarantee Year, Ameresco will sum the daily kWh output provided by the System Meter or SDG&E to calculate the Actual Generation for such Solar Guarantee Year. (2) Contingency for Equipment Failure. In the event of hardware, communication, or other failure affecting the System Meter, Ameresco will make commercially reasonable efforts to resolve the failure in a timely manner. In the event that data is lost and SDG&E utility data is not available, Actual Generation shall be adjusted to compensate for such lost data: Ameresco will simulate electricity production during the missing interval utilizing the same modeling software that was used to develop the kWH savings presented in the EAR. The simulated electricity production during the missing interval, after review and approval by Customer or Customer's agent, will be added to the Actual Generation for the subject Solar Guarantee Year. Page 21 of 56 (f) Avoided Energy Price The Avoided Energy Price for all Solar Guarantee years shall be $0.235/kWH. This Avoided Energy Price shall escalate for each successive Solar Guarantee Year at a compounded rate of 3.5%. (g) The Production Guarantee described in this Section is subject to, and conditioned on, Customer performing its maintenance and other obligations required under this Agreement. If Customer fails to perform, or fails to properly perform its obligations under this Agreement, or interferes with, or permits any person to take any action which may reasonably prevent the achievement of the Guaranteed Annual Solar Production, the parties shall "meet and confer" as described in subsection (g)(1) below. Ameresco may equitably adjust the Guaranteed Annual Solar Production to reflect the outcome of the "meet and confer" procedures described in subsection (g)(1) or to reflect the outcome of the dispute resolution process described in Section 12(c) below. Ameresco's rights in this Section shall not be in limitation of any other rights it possesses under this Agreement. The "meet and confer" process shall proceed as follows: (1) Either party may, by written notice referring to this Section, inform the other of the nature of any perceived interference that may prevent the achievement of the Guaranteed Annual Solar Production. Upon receipt of such a notice the other party shall respond in writing within ten (10) business days. The parties shall cooperate by providing information and answering questions to facilitate an informed discussion of the achievement of the Guaranteed Annual Solar Production. Such cooperation may involve a site visit by representatives of both parties to inspect the area perceived to prevent the achievement of the Guaranteed Annual Solar Production. If the parties are unable to agree between themselves on a resolution, such dispute shall be subject to dispute resolution pursuant to Section 12(c). (h)The Production Guarantee described in this Section 6 is also subject to, and conditioned on, Ameresco's provision of the M&V Services as contemplated hereunder. Customer acknowledges and agrees that the Guaranteed Solar Production in Section 6(b) above is based on the assumption that Ameresco will continue to provide M&V Services for solar (i.e. photovoltaic) production Page 22 of 56 throughout the entire 20-year Solar Term. The M&V Services will be provided for the first three Solar Guarantee Years, automatically terminating after Solar Guarantee Year 3, unless extended or terminated at an earlier date as specified in this Agreement. Customer acknowledges and agrees that the Production Guarantee will terminate as of the date on which the expiration (or any earlier termination) of the M&V Services for solar production becomes effective. Customer shall have the right to extend the term of the M&V Services (and thus the period of the Production Guarantee) for solar production by written notice to Ameresco at least thirty (30) days prior to the expiration of the third Solar Guarantee Year. Customer shall also have the right to terminate M&V services for future Solar Guarantee Years by written notice to Ameresco at least thirty (30) days prior to the start of the new Solar Guarantee Year. Once terminated, Customer shall have the right to restart M&V services, and the Solar Term, beginning the following Solar Guarantee Year, by written notice to Ameresco at least thirty (30) days prior to the following Solar Guarantee Year. In the event of conflict between this Agreement and the EAR when determining the Guaranteed Solar Production, or the determination of any Solar Guarantee Payment, this Agreement shall take precedence. (i) Ameresco shall provide the Production Guarantee during the Solar Term. As used in this Agreement, the "Solar Term" shall commence on the date of issuance of the Notice of Completion and expire automatically on the effective date of the expiration or earlier termination of those M&V Services for solar production as more particularly set forth in Section 6(g) above. SECTION 7 Access to Property. Customer shall provide Ameresco, its employees, agents and subcontractors access to the Property at all times, and from time to time for the purpose of fulfilling Ameresco's obligations under this Agreement. Ameresco shall coordinate any entry onto a Property at times other than, the Customer's regular business days, which are Monday through Thursday, 7:00 a.m. to 6:00 p.m. ("Business Days") with Customer's representative. Page 23 of 56 SECTION 8 Changes in Work. (a) The quantity, quality, dimensions, type or other characteristics of the ECMs may be changed only by written consent of Customer and Ameresco, by the execution of a change order form in the form of Attachment F (a "Change Order Form"). In addition, the Scope of Work may be reduced or expanded including, without limitation, the addition or reduction of other energy efficiency measures and facilities not included within the ECMs scheduled on Attachment B by the execution and delivery of a Change Order Form. (b) If Customer requests a proposal from Ameresco for a change in the Project, and subsequently elects not to proceed with the change, unless otherwise specifically agreed to in writing by both Parties, a Change Order shall not be issued and executed by Customer to reimburse Ameresco for any costs reasonably incurred for estimating time and materials described in the Scope of Work provided to date, services, design services and preparation of proposed revisions to the Agreement. (c) Should Ameresco encounter subsurface or latent physical conditions at the site which differ materially from those indicated in documents provided by Customer, from those already known to Ameresco as a result of the EAR, as described in the Recitals section, or from those ordinarily encountered and generally recognized as inherent in work of the character provided for in this Agreement, Ameresco shall give written notice to the Customer before any such condition is disturbed or further disturbed. No claim of Ameresco under this provision will be allowed unless Ameresco has given the required notice. The Customer will promptly investigate and, if it is determined that the conditions materially differ from those which Ameresco should reasonably have been expected to discover or anticipate, the 'parties shall negotiate an equitable adjustment to the Contract Cost and time for performance, as the case may be, and, subject to Section 8(d), a Change Order form may be issued and executed by the Customer to reflect such adjustment(s). (d) Ameresco and Customer may change the plans, specifications, character of the Work, or quantity of work by Change Order as provided in this Section 8, provided the total arithmetic dollar value of all such changes, both additive and deductive, does not exceed fifteen (15) percent of the Contract Cost. Should it become necessary to exceed this limitation, the change shall be by written Supplemental Agreement between Ameresco and Customer, unless both parties agree to proceed with the change by Change Order. Page 24 of 56 Change Orders shall be in writing and state the dollar value of the change or establish the method of payment, any adjustment in the time of completion of the Agreement, and when negotiated prices are involved, shall provide for Ameresco's signature indicating acceptance. SECTION 9 Ameresco Warranty; Third Party Manufacturer Warranties. (a) Ameresco warrants that the Work will be of good quality, performed consistent with good engineering practices; that the Work shall be new, unless otherwise specified in the Scope of Work; that the Work is warranted to be free from defects in materials and workmanship for a period of one (1) year from the date of execution of a Substantial Completion Certificate by Customer for the Work, on a Property by Property basis; and that the design shall be performed in accordance with the Contract Documents ("Ameresco Warranty Year"). Any manufacturers' warranties which exceed this Ameresco Warranty Year shall be assigned to Customer to the extent allowed by the manufacturer. A list of such manufacturer's warranties exceeding the Ameresco Warranty Year is set forth in Attachment D hereto. Ameresco also warrants Customer good and clear title to all equipment and materials furnished to Customer pursuant to this Agreement free and clear of liens and encumbrances. (b) Except as provided in this Section 9, AMERESCO MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, WHETHER STATUTORY, WRITTEN, ORAL OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES AS TO THE VALUE, DESIGN, AND CONDITION OR FITNESS FOR USE OR PARTICULAR PURPOSE OR MERCHANTABILITY, REGARDING THE EQUIPMENT, ECMS OR ANY SERVICES PROVIDED HEREUNDER. (c) If within the Ameresco Warranty Year any part of the Work is found not to conform to the warranties above, or the Contract Documents, Ameresco shall, in accordance with this Agreement, in particular Section 5(d), repair promptly or replace defective equipment or materials promptly, at no cost to Customer, upon receipt of written notice from Customer within the Ameresco Warranty Year. If Ameresco so corrects defective or non -compliant Work in connection with any ECM during the Ameresco Warranty Year, the one-year term of the Ameresco Warranty Year shall, for each ECM so corrected, begin anew on the date any corrective work has been accepted by Customer and terminate one year thereafter. Customer shall not unreasonably Page 25 of 56 withhold, condition, or delay acceptance of any corrected Work. SECTION 10 Customer Role and Responsibilities. (a) Operations: Customer shall operate the equipment installed hereunder in accordance with the manufacturers' recommendations and any supplemental procedures supplied to Customer by Ameresco. (b) Maintenance: Following the date of Substantial Completion of a Property, Customer shall be responsible, at Customer's sole cost and expense, to repair and maintain (i) the equipment and all other components which comprise the ECM and (ii) all other equipment which is attached thereto and/or is integral to the proper functioning of the ECM. (c) Malfunctions: Customer shall promptly notify Ameresco after becoming aware of any malfunction in the operation of the ECMs or the equipment installed hereunder. (d) Protection of ECM: Except in the case of emergency, Customer shall not remove, move, alter, turn off or otherwise significantly affect the operation of the equipment installed hereunder or the operation of the ECMs, or any individual part thereof, without the prior written approval of Ameresco, which approval shall not be unreasonably withheld. After receiving Ameresco's written approval, Customer shall proceed as instructed. Customer shall act reasonably to protect the ECMs from damage or injury, if, due to an emergency, it is not reasonable to notify Ameresco before acting. Customer agrees to protect and preserve the facility envelope and the operating condition of all ECMs, mechanical systems, and other energy consuming systems located on each Property. (e) Measurement System: Customer shall not alter, move, modify or otherwise change the measurement and verification system or any component thereof without the prior written consent of Ameresco unless such action is in accordance with operating procedures provided by Ameresco. (f) Insurance and Risk of Loss or Damage: Without limiting any of its obligations or liabilities under this Agreement, or warranties issued by Ameresco or third parties, Customer shall, at its expense, provide and maintain, as provided in this subsection, sufficient insurance against the loss or theft of or damage to the ECMs, the related equipment and all components installed hereunder, for the full replacement value thereof. At all times before issuance of the Substantial Completion Certificate with Page 26 of 56 (g) respect to each Property, Ameresco's insurance shall be primary for any and all property damage that arises during the receipt and installation of the ECMs more particularly described in the Scope of Work. Following execution and delivery of a Substantial Completion Certificate with respect to each Property, Customer assumes all risk of loss of or damage to the ECMs installed in such Property from any cause whatsoever except to the extent that such loss or damage arises from, is related to, or was caused by the negligence of Ameresco. Customer shall add the ECMs to its list of scheduled assets for which it specifically procures insurance. Upon damage to any item of the equipment installed hereunder or the ECMs, Customer shall promptly notify Ameresco and immediately place the same in good repair with the proceeds of any insurance received applied to the cost of such repair. If Customer determines that any item of the ECMs are lost, stolen, confiscated, destroyed or damaged beyond repair, Customer shall replace the same with like equipment in good repair in a timely fashion. If at any time after the date of the Notice of Completion and after Customer's complete payment to Ameresco in accordance with Section 4(a), as such amount may be modified from time to time in accordance with this Agreement, any fire, flood, other casualty, or condemnation renders a majority of the Property incapable of being occupied and renders the ECMs or the equipment installed hereunder inoperable and, in the case of a casualty, the affected portion of such ECMs or equipment is not reconstructed or restored within one hundred twenty (120) days from the date of such casualty, Ameresco and/or Customer may terminate this Agreement by delivery of a written notice to the other Party. Upon such termination, Customer shall pay Ameresco any amounts, or pro-rata portions thereof, accrued under Section 4 and Attachment E. Telephone and Internet: Customer shall be responsible for installing and maintaining telephone lines and all associated costs, including internet/Ethernet charges, for the energy management system's telephone and communication lines. Ameresco may use Customer's LAN for the purposes of the energy management system. (h) Alteration: Customer shall not move, alter or change the ECMs in any way that causes a reduction in the level of efficiency or savings generated by any ECM or the equipment installed hereunder without obtaining Ameresco's prior written approval which shall not be unreasonably withheld. Page 27 of 56 (i) Storage: Customer shall provide one (1) 10' x 20' covered, caged storage area located behind Civic Center (near the intersection of "A" Avenue and East 12th Street) to store tools and equipment for use while completing Work on the Project. Ameresco shall remove, at its cost, all items stored in such area within five (5) Business Days after Ameresco receives the Notice of Completion from Customer. Customer assumes no liability for theft, collision, fire, or damage of any kind to, or injuries resulting from storing, the temporarily stored tools and equipment. In no event shall Customer pay Ameresco for the loss of use of any temporarily stored tools and equipment, or for loss of any items left in any toolbox, container, or storage bin. Ameresco shall leave all storage areas in a neat, clean condition (free of debris, trash and excess material or equipment) as determined by Customer. (j) Fuel: Customer shall procure and pay for all energy and fuel for the operation of the Property. (k) Studies: Customer shall disclose to Ameresco results of any geotechnical investigations, inspections and investigations performed by Customer at the Property prior to commencement of the Scope of Work, pertaining to mechanical, structural, sub -surface and environmental conditions. Customer acknowledges that Ameresco will rely on the correctness and completeness of such information, unless Customer expressly advised Ameresco to the contrary. (1) Customer shall appoint one or more representatives ("Customer Representative") who shall have the authority to act on behalf of Customer in respect to all matters pertaining to this Agreement. Such representative may be replaced from time to time by Customer, with written notice to Ameresco. The initial Customer Representative shall be: Stephen Manganiello Director of Public Works/City Engineer 1243 National City Boulevard National City, CA 91950 Telephone: (619)-336-4382 SManganiello@nationalcityca.gov If initial Customer Representative is unavailable, the secondary Customer Representative shall be: Page 28 of 56 Kuna Muthusamy Assistant Director of Engineering / Public Works 1243 National City Boulevard National City, CA 91950 Telephone: (619)-336-43 83 kMuthusamy@nationalcityca.gov SECTION 11 Defaults by Customer and Ameresco. (a) Customer shall be in default under this Agreement upon the occurrence of any of the following: (1) Customer fails to pay when due any amount to be paid under this Agreement and such failure continues for a period of five (5) Business Days after notice of overdue payment is delivered by Ameresco to Customer; or (2) any representation or warranty made by Customer in this Agreement or in any writing delivered by Customer pursuant hereto proves at any time to have been false, misleading or erroneous in any material respect as of the time when made; or (3) Customer fails to perform or meet any of its required duties or obligations under this Agreement and fails to cure such failure, and the effects of such failure, within thirty (30) days of receipt of written notice of default, unless such failure or the effects of such failure cannot be completely cured within thirty (30) days after said written notice, in which case a default shall exist only if Customer does not commence and diligently pursue to cure such failure, or the effects of such failure, as soon as possible; or (4) Customer goes into receivership, or makes an assignment for the benefit of creditors whether voluntary or involuntary, or a petition is filed by or against Customer under any bankruptcy, insolvency or similar law and such petition is not dismissed within sixty (60) days. (b) Ameresco shall be in default under this Agreement upon the occurrence of either of the following: (1) Ameresco fails to perform or meet any of its required duties or obligations Page 29 of 56 under this Agreement and fails to cure such failure, or the effects of such failure, within thirty (30) days of receipt of written notice of default, unless such failure, or the effects of such failure, cannot be completely cured within thirty (30) days after said written notice, in which case a default shall exist only if Ameresco does not commence and diligently pursue to cure such failure, or the effects of such failure, as soon as possible; or (2) any representation or warranty made by Ameresco in this Agreement or in any writing delivered by Ameresco pursuant hereto proves at any time to have been false, misleading or erroneous in any material respect as of the time when made; or (3) Ameresco goes into receivership, or makes an assignment for the benefit of creditors whether voluntary or involuntary, or a petition is filed by or against Ameresco under any bankruptcy, insolvency or similar law and such petition is not dismissed within sixty (60) days. SECTION 12 Remedies for Defaults. (a) In the event Customer defaults under this Agreement, Ameresco may, subject to the dispute resolution procedures in Section 12(c) below: (1) bring actions for any remedies available at law or in equity or other appropriate proceedings for the recovery of direct damages, (including amounts past due), and/or bring an action in equity for specific performance; or (2) require Customer to pay (and Customer agrees that it shall pay) all out-of- pocket costs and expenses incurred by Ameresco as a result (directly or indirectly) of the event of default and/or Customer's actions under this Agreement, including, without limitation, any attorneys' fees and expenses and all costs related to the repossession, safekeeping, storage, repair, reconditioning or disposition of any ECMs; or (3) without recourse to legal process, Ameresco may terminate this Agreement by delivery of written notice of termination. (b) In the event Ameresco defaults under this Agreement, Customer may, subject to the dispute resolution procedures in Section 12(c) below: Page 30 of 56 (c) (1) bring actions for any remedies available at law or in equity or other appropriate proceedings for the recovery of direct damages, (including amounts past due), and/or bring an action in equity for specific performance; or (2) require Ameresco to pay (and Ameresco agrees that it shall pay) all out-of- pocket costs and expenses incurred by Customer as a result (directly or indirectly) of the event of default and/or Ameresco's actions under this Agreement, including, without limitation, any attorneys' fees and expenses and all costs related to the repossession, safekeeping, storage, repair, reconditioning or disposition of any ECMs; or (3) without recourse to legal process, Customer may terminate this Agreement by delivery of written notice of termination. If claims, disputes or other matters in controversy ("Claims") arise concerning this Agreement, a representative from management of both Parties may meet in person or by phone within ten Business Days after either Party gives the other Party written notice of the dispute (the "Dispute Notice"). The Dispute Notice shall set forth in reasonable detail the aggrieved party's position and its proposal for resolution of the dispute. If the dispute is not resolved within 30 calendar days after the first meeting of the Parties, then the Parties may endeavor to resolve their Claims by non -binding mediation. A request for mediation shall be made in writing, delivered to the other Party and filed with the person or entity administering the mediation. The request may be made concurrently with the filing of any and all remedies at law or in equity, but, in such event, mediation shall proceed in advance of any other proceedings filed in a judicial forum, which shall be stayed pending the results of the mediation. The Parties shall share the fees of the mediation equally. The mediation shall be held in the city/town of San Diego, CA. If the parties do not resolve the Claims through informal dispute resolution or mediation, either Party is free to use any other available remedy in law or at equity. SECTION 13 SECTION 14 [Intentionally omitted.] Term; Termination. (a) Notwithstanding Section 6, the "Term" of this Agreement shall be the period of time commencing on the date of execution of this Agreement and expiring upon the expiration or earlier termination of the Solar Term or as otherwise provided in this Section 14. Page 31 of 56 At any time after the date of recording of the Notice of Completion, Customer may terminate this Agreement upon thirty (30) days prior written notice to Ameresco, provided that Customer has paid to Ameresco all amounts due, subject to Section 32, as set forth in Section 4 and on Attachment E (other than amounts due for future performance by Ameresco). Customer shall provide notice to Ameresco of its election to terminate no later than thirty (30) days in advance of the end of the then current performance period year. The termination shall become effective on the last day of said performance period year. The termination of this Agreement by Customer for any reason permitted in this Agreement, including, without limitation, as provided in Sections 1, 3,10,12, 14, and 15 hereof, shall release Ameresco from its obligation to provide maintenance, monitoring and training services after the effective date of termination, as well as its obligation to provide the Production Guarantee after the termination effective date; provided, however, that Customer is responsible for payment for maintenance, execution of services described in the Scope of Work and training services performed in accordance with the terms of this Agreement prior to the termination date and Ameresco shall remain responsible for any payments due to Customer under applicable provisions of this Agreement for periods prior to the termination effective date. SECTION 15 Insurance and Bonds. (a) Liability Insurance (i) General. Ameresco shall obtain, and at all times during performance of the Scope of Work, maintain all of the insurance described herein. Surety companies and insurance companies shall familiarize themselves with all of the conditions and provisions of the Contract Documents (as defined in Section 23 below), and they waive the right of special notification of any change or modification of the Contract Documents or of decreased or increased work or of the cancellation of the Contract, or of any other acts by Customer or any other additionally insured, under the terms of the Contract. Notwithstanding the provisions of any other contract or agreement, the failure of any surety company or insurance company to receive notification of any of the aforesaid changes shall in no way relieve the surety company or insurance company of its obligations under the Agreement. Page 32 of 56 (ii) Employer's Liability Insurance. Ameresco shall provide during the life of this Agreement, Employer's Liability Insurance, including Occupational Disease, in the amount of, at least, one million dollars ($1,000,000.00) per person per accident. Ameresco shall provide Customer with a certificate of Employer's Liability Insurance before commencing work on the project. Such insurance shall comply with the provisions of the Contract Documents. The policy shall be endorsed, if applicable, to provide a Borrowed Servant/Alternate Employer Endorsement and contain a Waiver of Subrogation in favor of Customer. (iii) Commercial General Liability Insurance. Ameresco shall procure and maintain during the life of this Agreement and for such other period as may be required herein, at its sole expense, "occurrence" form Commercial General Liability insurance coverage, at least as broad as the most current ISO CAL Form 00 01 including but not limited to, premises liability, contractual liability, products/completed operations, personal and advertising injury, independent contractors, Completed Operations/Products (for ten [10] years after final completion) and Blanket Contractual, which may arise from or out of Ameresco's operations, use, and management of the Site, or the performance of its obligations hereunder. The policy shall not contain any exclusion contrary to this Agreement including but not limited to endorsements or provisions limiting coverage for (1) contractual liability (including but not limited to ISO CG 24 26); or (2) cross -liability for claims or suits against one insured against another. Policy limits shall not be less than Five Million Dollars ($5,000,000) per occurrence for bodily injury, personal injury and property damage and general aggregate limit of not less than Ten Million Dollars ($10,000,000) providing at least all of the following minimum coverage (with deductibles or self -insured retentions not to exceed $100,000). If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. Defense costs shall be paid in addition to the limits. (iv) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. The limits set forth herein shall not be construed to relieve Ameresco from liability in excess of such coverage, nor shall it limit Ameresco's indemnification obligations to Customer and others, and shall not preclude Page 33 of 56 Customer from taking such other actions available to Customer under other provisions of the Contract Documents or law. (v) Ameresco shall cause any and all of its subcontractors engaged in the performance of the Scope of Work or Work under this Agreement to provide and maintain types and amounts of insurance coverage and limits of liability, consistent with industry custom and practice, and agreed to by Customer, commensurate to the type of work to be performed and exposure to risk. If any subcontractor's coverage does not comply with the foregoing provisions, Ameresco shall indemnify and hold Customer and its employees, officers, agents, officials, and volunteers harmless from any damage, loss, cost, or expense, including reasonable attorneys' fees), incurred by the aforementioned as a result of any third party claims for personal bodily injury or property damage. The provisions in this section shall not be limited in any way by the amount of insurance obtained by the affected subcontractor. (vi) All general liability policies provided pursuant to the provisions of this Article shall comply with all the provisions of the Contract Documents. (vii) All general liability policies shall be written to apply to all bodily injury, including death, property damage, personal injury, owned and non -owned equipment, blanket contractual liability, completed operations liability, explosion, collapse, under -ground excavation, removal of lateral support, asbestos removal (under the Contractor's Pollution Liability Policy under Section 15(a)(x) below only), and other covered loss, however occasioned, occurring during the policy term, and shall specifically insure the performance by Ameresco of that part of the indemnification contained in Section 15 of this Agreement relating to liability for injury to or death of persons and damage to property. If the coverage contains one or more aggregate limits, a minimum of 50% of any such aggregate limit must remain available at all times; if over 50% of any aggregate limit has been paid or reserved, Customer may require additional coverage to be purchased by Ameresco to restore the required limits. Ameresco may combine primary, umbrella, and as broad as possible excess liability coverage to achieve the total limits indicated above. Any umbrella or excess liability policy shall follow form of the underlying policy and include the additional insured endorsement described in the Contract Documents. (viii) Automobile Liability Insurance. Ameresco shall take out and maintain at all times during the term of this Agreement a comprehensive "occurrence" form Page 34 of 56 Automobile Liability Insurance at least as broad as ISO CA 00 01 (Any Auto) in the amount of, at least, five million dollars ($5,000,000) (or current limit carried, if higher) combined single limit for bodily injury and property damage, providing at least all of the following coverage (with deductibles or self - insured retentions not to exceed $25,000). Such insurance shall provide coverage for bodily injury and property damage including coverage for owned, non -owned and hired vehicles, in a form and with insurance companies acceptable to Customer. Limits may be satisfied through a combination of primary and excess policies. Such insurance shall comply with the provisions of the Contract Documents. (ix) Builder's Risk ("All Risk"). It is Ameresco's responsibility to maintain or cause to be maintained Builder's Risk ["All Risk"] extended coverage insurance on all work, material, equipment, appliances, tools, and structures that are or will become part of the Work and subject to loss or damage by fire, and vandalism and malicious mischief, in an amount to cover 100% of the replacement cost. Customer accepts no responsibility for the Work until the date on which Customer executes and delivers the Notice of Completion with respect to the Work. Ameresco shall provide a certificate evidencing this coverage before commencing performance of the Work. The named insureds shall be Ameresco, all Subcontractors of any tier (excluding those solely responsible for design work), suppliers, and Customer, its elected and appointed officers, agents, officials, employees, and volunteers, as their interests may appear. Ameresco shall not be required to maintain property insurance for any portion of the Work following Customer's execution and delivery of the Notice of Completion. Policy shall be provided for replacement value on an "all risk" basis. There shall be no coinsurance penalty provision in any such policy. Policy must include: (1) coverage for any ensuing loss from faulty workmanship, nonconforming work, omission or deficiency in design or specifications; (2) coverage against machinery accidents and operational testing; (3) coverage for removal of debris, and insuring the buildings, structures, machinery, equipment, materials, facilities, fixtures and all other properties constituting a part of the Project; (4) transit coverage, including ocean marine coverage (unless insured by the supplier), with sub -limits sufficient to insure the full replacement value of any key equipment item; and (5) coverage with sub -limits sufficient to insure the full replacement value of any property or equipment Page 35 of 56 stored either on or off the Site. Such insurance shall be on a form acceptable to Customer to ensure adequacy and sublimit. In addition, the policy shall meet the following requirements: 1) Insurance policies shall be so conditioned as to cover the performance of any extra work performed under the Agreement. 2) Coverage shall include all materials stored on site and in transit. Such insurance, certificates and endorsements shall comply with all provisions of the Contract Documents. (x) Contractor's Pollution Liability $1,000,000 per claim and in the aggregate. (xi) Form and Proof of Carriage of Insurance. Any insurance carrier providing insurance coverage required by the Contract Documents shall be admitted to and authorized to do business in the State of California unless waived, in writing, by Customer's Risk Manager. Carrier(s) shall have an A.M. Best rating of not less than an A-:VII. Insurance deductibles or self -insured retentions must be declared by Ameresco, and such deductibles and retentions shall have the prior written consent from Customer. If umbrella or excess liability coverage is used to meet any required limit(s) specified herein, Ameresco shall provide a "follow form" endorsement satisfactory to Customer indicating that such coverage is subject to the same terms and conditions as the underlying liability policy. (xii) Ameresco shall cause its insurance carrier(s) to furnish Customer with a properly executed original Certificates(s) of Insurance and certified original copies of Endorsements effecting coverage as required herein, showing such insurance is in full force and effect. (xiii) Customer, its officials, officers, employees, agents ,and volunteers shall be named as Additional Insureds on Ameresco's All Risk policy and on Ameresco's and its subcontractors' policies of Commercial General Liability and Automobile Liability insurance using, for Ameresco's policy/ies of Commercial General Liability insurance, ISO CG forms 20 10 and 20 37 (or endorsements providing the exact same coverage), and, for subcontractors' policies of Commercial General Liability insurance, ISO CG form 20 38 (or Page 36 of 56 endorsements providing the exact same coverage). (xiv) All of the following endorsements are required to be made a part of each of the above described policies: 1) "Thirty (30) days prior written notice of cancellation, except ten (10) days for nonpayment of premium, shall be given to Customer in the event of cancellation and/or reduction in coverage of any nature. Such notice shall be sent to: Stephen Manganiello, Director of Public Works/City Engineer City of National City 1243 National City Blvd. National City, CA 91950 With a copy to: Mike Gomez, Risk Manager (Liability) City of National City 140 East 12th Street, Suite A National City, CA 91950 2) "All policies of insurance shall contain a provision under which the insurance carrier waives its rights of subrogation with respect to Customer and the other parties named as additional insureds in this section." Certificates of Insurance on Acord Form 25 or other Customer approved form, shall be submitted to the City Engineer and Risk Manager prior to commencement of the Work. Ameresco shall provide one copy of each required Certificate of Insurance for each copy of the Agreement. Ameresco shall furnish copies of separate certificates and endorsements for each Subcontractor. Ameresco agrees to furnish promptly to Customer originals of any endorsements issued after execution of the Agreement amending Ameresco's coverage or limits. Ameresco further agrees that, upon receipt of any notice of cancellation or alteration, Ameresco shall procure, within ten (10) days, other policies of insurance similar in all respects to the policy or policies about to be canceled or altered. If Ameresco fails to provide acceptable policies of insurance, Customer may obtain such insurance at the cost and expense of Ameresco. Ameresco and its insurance carriers shall provide a Waiver of Subrogation in favor of Page 37 of 56 Customer. The Certificates(s) and policies of insurance shall contain or shall be endorsed to contain the covenant of the insurance carrier(s) that it shall provide no less than thirty (30) days written notice, except ten (10) days for nonpayment of premium, shall be given to Customer prior to any nonrenewal or cancellation of such insurance. In the event of a nonrenewal or cancellation of coverage, Customer may terminate the Agreement or stop the Work in accordance with the Contract Documents, unless Customer receives, prior to such effective date, another properly executed original Certificate of Insurance and original copies of endorsements evidencing coverage's set forth herein and the insurance required herein is in full force and effect. Ameresco shall not take possession, or use the Site, or commence operations under this Agreement until Customer has been furnished original Certificate(s) of Insurance and certified original copies of endorsements or policies of insurance including all endorsements and any and all other attachments as required in this section. The original endorsements for each policy and the Certificate of Insurance shall be signed by an individual authorized by the insurance carrier to do so on its behalf. With the exception of Workers Compensation, Certificate(s) of Insurance, policies and endorsements shall so covenant and shall be construed as primary, and Customer's insurance and/or deductibles and/or self -insured retentions or self -insured programs shall not be construed as contributory. Ameresco shall provide endorsement(s) to this effect, using ISO CG form 20 01 or endorsement(s) providing the required coverage, at Customer's request. Customer reserves the right to adjust the monetary limits of insurance coverage during the term of this Agreement including any extension thereof if in Customer's reasonable judgment, the amount or type of insurance carried by Ameresco becomes inadequate. Ameresco shall require all tiers of sub -contractors working under this Agreement to provide the insurance required under this Section unless otherwise agreed to in writing by Customer. (b) Performance & Payment Bonds: (i) The successful bidder shall deliver to Customer two fully executed, identical counterparts of the Performance Bond and Payment (Labor and Materials) Page 38 of 56 Bond in the form supplied by Customer and included in the Contract Documents. Each bond shall be for one hundred percent (100%) of the Agreement Price. The surety insurer shall be admitted to transact surety business in the State of California, in accordance with Code of Civil Procedure section 995.120. Personal sureties and unregistered surety companies are unacceptable. (ii) Before execution of the Agreement, the Bidder shall file Payment Bond and the Performance Bond with Customer to be approved by the Board in the amounts and for the purposes noted below. Bonds issued by a surety who is listed in the latest version of US. Department of Treasury Circular 570, who is authorized to issue bonds in California, and whose bonding limitation shown in said circular is sufficient to provide bonds in the amount required by the Agreement shall be deemed to be approved unless specifically rejected by Customer. Bonds from all other sureties shall be accompanied by all of the documents enumerated in the Code of Civil Procedure, Section 995.660 a). The Bidder shall pay all bond premiums, costs, and incidentals. (iii) Each bond shall incorporate, by reference, the Agreement and be signed by both the Bidder and the Surety. The signature of the authorized agent of the Surety shall be notarized. (iv) The Bidder shall provide two (2) good and sufficient surety bonds. The "Payment Bond" (Material and Labor Bond) shall be for not less than 100 percent of the Agreement Price, to satisfy claims of material suppliers and mechanics and laborers employed by it on the Work. The Payment Bond shall be maintained by Ameresco in full force and effect until Customer's execution and delivery of the Notice of Completion and until all claims for materials and labor are paid, and shall otherwise comply with the Civil Code. The "Performance Bond" shall be for 100 percent of the Agreement Price to guaranty faithful performance of all work, within the time prescribed, in a manner satisfactory to Customer, and that all materials and workmanship will be free from original or developed defects. The bond must remain in effect until the end of the initial Ameresco Warranty Year set forth in Section 9(a) of this Agreement. (v) Should any bond become insufficient, Ameresco shall renew the bond within 10 days after receiving notice from Customer. Page 39 of 56 Should any surety at any time be unsatisfactory to Customer, notice to that effect will be given to Ameresco. No further payments shall be deemed due or will be made under the Agreement until a new surety qualifies and is accepted by Customer. (vi) Changes in the Work or extensions of time, made pursuant to the Agreement, shall in no way release Ameresco or the Surety from its obligations. As a condition of providing a bond for this project the Surety waives any notice requirements of such changes in the Work or extensions of time. (vii) The Payment Bond and the Performance Bond shall only apply to the installation portion of this Agreement and do not apply in any way to energy savings guarantees, payments or maintenance or operational provisions, except that the Performance Bond shall guarantee that the installation will be free of defective materials and workmanship during the initial Ameresco Warranty Year. SECTION 16 Indemnification. (a) Anything in this Agreement to the contrary notwithstanding, neither Party nor its respective officers, directors, agents, employees, parent, subsidiaries or affiliates or their officers, directors, agents, employees, or volunteers shall be liable to any other Party, or its parent, subsidiaries, affiliates, officers, directors, agents, employees, volunteers, successors or assigns, or their respective insureds, for any incidental, indirect, punitive or consequential damages, connected with or resulting from performance or non-performance of this Agreement (irrespective of whether such claim of liability is based upon breach of warranty, strict liability, tort, contract, operation of law or otherwise) or anything done in connection therewith including, without limitation, claims in the nature of lost revenues, income or profits (other than payments expressly required and properly due under this Agreement), and increased expense of, reduction in or loss of power generation production or equipment used therefor. (b) Ameresco's liability in contract under this Agreement shall in all cases be limited to damages with respect to claims arising out of the performance or nonperformance of Ameresco's obligations under this Agreement Ameresco's liability to Customer in tort (including negligence) shall, in all cases, not be limited to the proceeds of insurance maintained by Ameresco pursuant to the requirements of this Agreement. Page 40 of 56 (c) To the fullest extent permitted by law, Ameresco shall protect, indemnify, defend (with counsel selected and reasonably satisfactory to the party being held harmless and indemnified) and hold harmless Customer, and its elected officials, appointees, officers, agents, and employees (hereafter referred to individually as the "indemnitee" and collectively as the "indemnitees", from and against any and all types of liability, causes of action, claims, damages, demands, losses, expenses (including, but not limited to reasonable attorneys' fees and legal costs) (collectively, "Losses") from or to third parties and attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property, arising out of or resulting from, either directly or indirectly: (i) Ameresco's negligence with respect to the performance of the Work; (ii) defective or non -compliant Work; or (iii) the occurrence of either (or both) of the following: a. violations of or a failure to comply with any safety order, rule, code or regulation, or b. any and all liens, stop notices, charges of every type, nature or kind which may be at any time filed or claimed against the Project or any portion thereof, or Customer as a consequence of acts of Ameresco, his Subcontractors, material suppliers or others for which they are responsible, provided that Customer is not in default of its payment obligations under the Agreement; (iv) any equal opportunity, unemployment, withholding, social security, workers' compensation or other employee benefit claims with respect to Ameresco or any Subcontractor arising out of the Work; or (v) violation of any local, State or Federal law, regulation or code by Ameresco or any Subcontractor. (vi) any intentional act by Ameresco or any of Ameresco's subcontractors of any tier, suppliers, employees, agents, officers, owners, consultants and volunteers. (vii) Customer shall require any other contractor or subcontractor who may have a Page 41 of 56 contract on this Project with Customer to perform work in the areas where Work will be performed under this Agreement to agree to indemnify Customer and Ameresco, and hold them harmless from all claims for bodily injury and property damage that may arise from that contractor's or subcontractor's operations. This indemnity obligation shall apply notwithstanding any negligent or intentional acts, errors or omissions of any indemnitee, but Ameresco's obligation to pay Losses shall be reduced in proportion to the percentage by which any indemnitee's negligent or intentional acts, errors or omissions caused the Losses. Such obligation shall not be construed to negate, abridge or otherwise reduce any other right or obligation of indemnity which would otherwise exist as to any party or person described in this section. Such indemnification and hold harmless shall include all defense -related fees and costs associated with the defense of each and every indemnitee, by counsel selected by each and every indemnitee and reasonably acceptable to Ameresco. In any and all claims against Customer and its elected officials, appointees, officers, agents, and employees by any employee of Ameresco, any Subcontractor, any supplier of Ameresco or Subcontractors, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the indemnification obligation under this section shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for Ameresco or any Subcontractor or any supplier of either of them under workers' or workmen's compensation acts, disability benefit acts orother employee benefit acts. The provisions in this section shall survive the termination or expiration of the Agreement until such time as action against any indemnitee on account of the matter covered by the indemnity is barred by the applicable statute of limitations, and shall not be limited in any way by the amount of insurance coverage obtained by Ameresco or any indemnitee. SECTION 17 Agreement Interpretation and Performance. The interpretation and performance of this Agreement, and the interpretation and enforcement of the rights of the Parties hereunder, shall be construed in accordance with and governed by the laws of the State of California. In the event of any ambiguity or conflict in meaning, the terms of this Agreement shall not be construed against the drafting Party based upon that Party's having drafted this Agreement. Page 42 of 56 SECTION 18 Privileged and Proprietary Information. Customer may from time to time communicate to Ameresco certain confidential information to enable Ameresco to effectively perform the services to be provided herein. To the extent permitted by law, Ameresco shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of Customer. Ameresco shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services to be provided herein. The foregoing obligation of this Section 18, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of Ameresco, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of Ameresco without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to Ameresco by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. Ameresco shall not disclose any reports, recommendations, conclusions or other results of the services or the existence of the subject matter of this Agreement without the prior written consent of Customer. In its performance hereunder, Ameresco shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm or corporation. Ameresco shall be liable to Customer for any damages caused by breach of this condition, pursuant to the provisions of this Section 18. Customer is subject to the Public Records Act and this Section 18 is not intended to impede or impair Customer's requirements or obligations under that Act. If Customer receives a request for a copy of any information or documentation which Ameresco has indicated, by written notice to Customer, Ameresco considers confidential and proprietary, Customer shall notify Ameresco so that Ameresco may, at Ameresco's sole cost and expense, seek relief from compliance with such request. SECTION 19 Severability. Any term or provision of this Agreement that is declared invalid by any court of competent jurisdiction, shall not affect the validity or enforceability of the remaining terms and provisions of this Agreement. Page 43 of 56 SECTION 20 Assignments and Subcontracting. (a) Ameresco may elect to use subcontractors and/or subconsultants in meeting its obligations hereunder. A subcontractor is a person or entity who has a direct contract with Ameresco to perform any effort in connection with the Work. The term Subcontractor does not include any separate contractors employed by Customer or such separate contractors' subcontractors. For the purposes of this Agreement, no contractual relationship shall exist between Customer and any Subcontractor. Ameresco shall be responsible for the management of its Subcontractors in their performance of their Work. (b) Customer shall not assign, transfer, or otherwise dispose of, in whole or in part, this Agreement, the ECMs, or any interest therein, or sublet or lend the ECMs or permit the ECMs to be used by anyone other than Customer, Customer's tenants at any Property and Customer's employees without the prior express written consent of Ameresco (or, if applicable, the Lessor) such consent not to be unreasonably withheld, conditioned or delayed. (c) Ameresco shall not assign this Agreement, in whole or in part, to any other party without first obtaining the written consent of Customer. The foregoing notwithstanding, Ameresco may assign, without the prior written consent of Customer, its (i) rights and obligations under this Agreement, in whole or in part, to any affiliated or associated company of Ameresco and (ii) rights for payments under this Agreement to any financial institution, lender or investor in connection with a leasing or financing arrangement for the ECMs. Ameresco will notify Customer ten (10) Business Days prior to any such assignment and Customer agrees to acknowledge receipt of such notice in writing within three (3) Business Days after such notice. SECTION 21 Waiver. The failure of either Party to require compliance with any provision of this Agreement shall not affect that Party's right to later enforce the same. It is agreed that the waiver by either Party of performance of any term of this Agreement or of any breach thereof will not be held or deemed to be a waiver by that Party of any subsequent failure to perform the same or any other term or condition of this Agreement or any breach thereof. Page 44 of 56 SECTION 22 Force Majeure. (a) If either Party shall be unable to carry out any part of its obligations under this Agreement (except Customer's obligation to make payments when due) due to causes beyond its control ("Force Majeure"), including but not limited to an act of God, strikes, lockouts or other industrial disturbances, acts of public enemies, acts of terrorism, orders or restraints of any kind of the government of the United States or any state or any of their departments agencies or officials or any other civil governmental, military or judicial authority, war, blockage, insurrection, riot, sudden action of the elements, fire, explosion, flood, earthquake, storms, drought, landslide, or explosion or nuclear emergency, utility power outage, this Agreement shall remain in effect but the affected Party's obligations shall be suspended for a period equal to the disabling circumstances, provided that: (1) the non -performing Party gives the other Party prompt written notice describing the particulars of the Force Majeure, including but not limited to the nature of the occurrence and its expected duration, and continues to furnish timely regular reports with respect thereto during the period of Force Majeure; (2) the suspension of performance is of no greater scope and of no longer duration than is required by the Force Majeure; (3) no obligations of either Party that arose before the Force Majeure causing the suspension of performance are excused as a result of the Force Majeure; (4) the non -performing Party uses reasonable efforts to remedy its inability to perform; and (5) the Term, shall be extended for a period equal to the number of days that the Force Majeure prevented the non -performing Party from performing. (b) Any decision by Customer to close or change the use of the facilities or ECMs at the Property shall not constitute a Force Majeure excusing Customer's performance under this Agreement, unless such decision to close or change the use of the facilities or ECMs at a Property is itself the direct result of an event of Force Majeure as described herein. SECTION 23 Contract Documents; Ownership of Design Documents. (a) The Contract Documents consist of this Agreement and its Attachments (A-K), which include various exhibits, schedules, and addenda. Page 45 of 56 (b) Upon execution of this Agreement by both Parties, this Agreement and its Attachments (including the EAR attached as Attachment B hereto) shall constitute the entire Agreement between the Parties relating to the subject matter hereof, and shall supersede all proposals, previous agreements, discussions, correspondences, and all other communications, whether oral or written, between the Parties relating to the subject matter of this Agreement. (c) Section headings used herein are for the convenience of reference only and are not to be construed as a part of this Agreement. (d) This Agreement may not be modified or amended except in writing signed by the Parties. (e) All documents and specifications and the EAR ("Project Information") prepared and furnished by Ameresco pursuant to this Agreement and specifically developed for the Project site with the Customer's funds shall become the property of Customer upon completion of the Project. Ameresco shall retain file copies of such information as required by law and standards of its professional practice. If Customer reuses the Project Information for purposes other than directly related to the Project, it does so at its own risk. In such event, except as provided in Section 18 of this Agreement, the name and seal of Ameresco's design professionals shall be removed and Ameresco and its design professionals shall not be liable to Customer or third parties for such re -use. (f) Record Drawings (Red -line As -built drawings). Accurate and legible records shall be kept on a set of contract drawings of all changes of Work, which occur during construction. Ameresco shall record, by dimension and/or scale drawings, all wiring, conduits and pull boxes as actually installed. All information necessary to maintain and/or service any concealed work shall be noted on these record drawings. Such records shall be kept up to date with all entries checked by the Customer Engineer before the Work is buried or covered up. Upon completion of the Work for each Property (but prior to acceptance of the Work), Ameresco shall deliver to Customer two sets of complete "As Built" record drawings. Customer reserves the right to request interim prints of the "As-Builts" record drawing when Ameresco submits periodic application for payment in order to verify the accuracy and timeliness of recording the actual construction conditions. If Ameresco's "As Built" documentation is not satisfactory to Customer, or Customer's Page 46 of 56 (g) representative, this deficiency may be cause to delay approval of the periodic or final payment applications until the deficiencies are resolved to Customer's satisfaction. If Ameresco fails to keep adequate As -Built Drawings, Customer, or Customer's representative, may take any and all measures necessary to create proper and acceptable As -Built drawings through any means that Customer, or Customer's representative, deems appropriate including hiring a qualified third party. All costs incurred by Customer to develop and produce As -Built drawings shall be deducted from amounts due to Ameresco. Precedence of Contract Documents. If there a conflict between any of the Contract Documents, the documents highest in precedence shall control. A conflict is where one item is shown differently in two locations and both indications of the item cannot be constructed, produced, or interpreted consistently. An omission of an item in one area of the plans, specifications or Contract Documents, but shown in another, is not a conflict but shall be considered included in all. The precedence of the Contract Documents shall be as follows: (1) Permits of other agencies as may be required by law. (2) California Building, Mechanical, Electrical and Plumbing codes. (3) Change Orders and Supplemental Agreements; whichever occurs last. (4) Agreement & Exhibits (other than the EAR). (5) EAR (6) Statement of Qualifications & Ameresco's Responses to SOQ (7) Project Special Provisions (8) Project Plans SECTION 24 Notices. All notices, requests, demands, claims and other communications hereunder shall be in writing. Any notice, request, demand, claim or other communication hereunder (other than regularly scheduled payments) shall be deemed properly given or made upon receipt if delivered in person or sent by electronic facsimile with regular mail follow-up, or two Business Days after being deposited in the mail if sent by registered or certified mail, return receipt requested, postage prepaid, or the next business day if sent by overnight delivery service, in each case, addressed as follows: Page 47 of 56 CITY OF NATIONAL CITY Stephen Manganiello Director of Public Works/City Engineer 1243 National City Boulevard National City, CA 91950 (619)-336-4382 (619)-336-4397 SManganiello@nationalcityca.gov And to: Kuna Muthusamy Assistant Director of Engineering/Public Works 1243 National City Boulevard National City, CA 91950 (619)-336-4383 (619)-336-4397 kMuthu samy@nati onal cityca. gov With a copy to: Office of the City Attorney City Attorney 1243 National City Boulevard National City, CA 91950 (619)-336-4220 (619)-336-4327 attorney@nationalcityca.gov AMERESCO, INC. 60 East Rio Salado Parkway, Suite 1001 Tempe, AZ 85281 Attention: Dominic Palma Facsimile: 480-499-9170 With a copy to: AMERESCO, INC. 111 Speen Street, Suite 410 Framingham, MA 01701 Attention: General Counsel Facsimile: 508-598-3219 Either Party may change such address from time to time by written notice to the other Party. SECTION 25 Records. To assist Ameresco in its performance of this Agreement, Customer shall (to the extent it has not already done so) furnish (or cause its energy suppliers and transporters to furnish) to Ameresco, upon its request, accurate and complete data (kept by Customer or Customer's energy suppliers and transporters in the regular course of their respective businesses) Page 48 of 56 concerning energy usage for the existing facilities at the Property. Such records shall include, without limitation, the following data for the most current thirty-six (36) month period: (i) utility records; (ii) occupancy information; (iii) descriptions of any changes in building structure or heating, cooling or other systems or energy requirements; (iv) descriptions of all energy consuming or saving equipment used on Property; and (v) descriptions of all energy management procedures presently utilized. If requested by Ameresco, Customer shall also provide any prior energy analyses of the Property to the extent reasonably available. SECTION 26 Representations and Warranties. Each Party warrants and represents to the other that: (a) it has all requisite power, authority, licenses, permits and franchises, corporate or otherwise, to execute and deliver this Agreement and perform its obligations hereunder; (b) its execution, delivery and performance of this Agreement have been duly authorized by, and are in accordance with, as to Ameresco, its organic instruments and, as to Customer, by all requisite municipal, city council or other action and are not in breach of any applicable law, code or regulation; (c) this Agreement has been duly executed and delivered by the signatories so authorized, and constitutes its valid and binding obligation; (d) its execution, delivery and performance of this Agreement shall not result in a breach or violation of, or constitute a default under, any agreement, lease or instrument to which it is a party or by which it or its properties may be bound or affected; it has not received any notice of, nor to the best of its knowledge there is no, pending or threatened violation of any applicable laws, ordinances, regulations, rules, decrees, awards, permits or orders which would materially adversely affect its ability to perform its obligations hereunder; and (e) (f) the persons executing this Agreement are duly authorized to do so. (g) Customer represents and warrants to Ameresco that Customer has obtained all necessary governmental, legal, administrative and any other approval necessary for it to enter into this Agreement. Page 49 of 56 (c) SECTION 27 Independent Contractor. Nothing in this Agreement shall be construed as reserving to Customer any right to exercise any control over or to direct in any respect the conduct or management of business or operations of Ameresco. The entire control or direction of such business and operations shall be in and shall remain in Ameresco, subject only to Ameresco's performance of its obligations under this Agreement. Neither Ameresco nor any person perfoi wing any duties or engaged in any work on the Property on behalf of Ameresco shall be deemed an employee or agent of Customer. Neither Ameresco nor any of its employees shall be entitled to any of the rights, benefits, or privileges of Customer's employees, including but not limited to retirement, medical, unemployment, or worker's compensation insurance. Nothing in this Section shall be deemed to be a waiver of Customer of the right to use its property. Customer and Ameresco are independent of one another and shall have no other relationship relating to or arising out of this Agreement. Neither Party shall have or hold itself out as having the right or authority to bind or create liability for the other by its intentional or negligent act or omission, or to make any contract or otherwise assume any obligation or responsibility in the name of or on behalf of the other Party. SECTION 28 Additional Representations and Warranties of Customer. Customer hereby warrants and represents to Ameresco that: (a) Customer intends to continue to use the Property in a manner reasonably similar to its present use; (b) Customer does not intend to make any changes to the electrical and thermal consumption characteristics of the Property from those which existed during the time when the EAR was performed except as may have been disclosed in writing by Customer to Ameresco prior to the date of this Agreement; Customer has provided Ameresco with all records heretofore requested by Ameresco (and, in that regard, Ameresco acknowledges that it has received data obtained during the performance of the EAR from Customer which appear to be complete as of the date of this Agreement) and that the information set forth therein is, and all information in other records to be subsequently provided pursuant to this Agreement shall be, true and accurate in all material respects except as may be disclosed by Customer in writing; (d) Customer has not entered into any contracts or agreements for the Property with persons or entities other than Ameresco regarding the provision of the services set forth in the Scope of Work (provided that the foregoing shall not be deemed to Page 50 of 56 prohibit or restrict Customer from entering into new contracts or continuing existing contracts with other persons or entities for the performance of similar services. (e) Since the date of the EAR, there has been no change, event, circumstance or development that has or could reasonably be expected to have a material adverse effect on (i) the operation or condition of the Property, (ii) the energy usage at the Property, or (iii) the ability of Customer to perform its obligations hereunder. SECTION 29 Absence of Fraud or Collusion. Ameresco hereby certifies, by its execution of this Agreement, that no official or employee of Customer has any pecuniary interest in this Agreement or in the expected profits to arise hereunder, and that this Agreement is made in good faith without fraud or collusion with any other person involved in the bidding process. SECTION 30 Negligent/Wrongful Acts. It is understood and agreed that neither Party to this Agreement shall be liable for any negligent or wrongful acts, either of commission or omission, chargeable to the other, unless such liability is imposed by law or is otherwise expressly provided for herein, and that this Agreement shall not be construed as seeking to either enlarge or diminish any obligation or duty owed by one Party against the other or against third parties. SECTION 31 Further Documents and Events. The Parties shall execute and deliver all instruments and documents and perform all further acts that may be reasonably necessary to effectuate the provisions of this Agreement. Ameresco agrees to execute and deliver all documents reasonably required to release any lien held by Ameresco or its assignees upon the termination of this Agreement and payment of all amounts required to be paid by Customer to Ameresco pursuant to this Agreement. Customer agrees to execute and deliver all documents which may be required by an entity which provides funds for any financing contemplated herein and to cooperate with Ameresco in obtaining such funds. Customer agrees to execute and deliver all instruments and documents which may be required to obtain all licenses, permits and governmental approvals required by Ameresco for installation and operation of the ECMs. Ameresco's obligations hereunder are subject to obtaining all such required licenses, permits and governmental approvals. Page 51 of 56 SECTION 32 Compliance with California Laws. The parties hereby acknowledge and agree as follows: (a) The Project is a "public works project" as defined in Section 1720 of the California Labor Code ("Labor Code"), and Part 7, Chapter 1, of the Labor Code is applicable to the Project. Ameresco must be, and shall be deemed and construed to be, aware of and understand the requirements of California Labor Code Sections 1720 et seq., and 1770 et seq., and Title 8 of the California Code of Regulations, Section 16000 et seq. (collectively, "Prevailing Wage Laws") which require the payment of prevailing wage rates and the performance of other requirements on public works projects. Ameresco, at no additional cost to the Customer, shall comply with any and all applicable labor -related requirements, regardless of how implemented, including, without limitation, requirements for payment of Prevailing Wage Laws, maintenance, inspection and submittal of payroll records, notice and posting requirements, et cetera. Ameresco must ensure that any and all subcontractors working under Ameresco comply with Prevailing Wage Laws and other public works requirements. Ameresco, at no additional cost to the Customer, must cooperate with the California Department of Industrial Relations ("DIR"), the Compliance Monitoring Unit of the DIR, and the Customer in connection with labor -law compliance matters. A contractor or subcontractor that has been debarred in accordance with the Labor Code, including, without limitation, pursuant to Sections 1777.1 or 1777.7, is not eligible to bid on, perform, or contract to perform any portion of the Work. Wage rates for the Work shall be in accordance with the general prevailing rates of per -diem wages determined by the Director of Industrial Relations pursuant to Labor Code Section 1770. Wage rates shall conform to those on file at the Customer's principal office and Ameresco must post a copy of such wage rates at each Property. The Customer will withhold payment to Ameresco necessary to satisfy civil wage and penalty assessment(s) issued by the Labor Commissioner. The following Labor Code sections, regardless of whether set forth or summarized in this Agreement, or whether correctly set forth or summarized in this Agreement, are by this reference incorporated into and are a fully operative and effective provisions of this Agreement, and Ameresco shall be solely responsible for compliance therewith, as applicable: (1) Section 1735: Anti -Discrimination Requirements; Page 52 of 56 (2) (3) (4) (5) (6) (7) Section 1775: Penalty for Prevailing Wage Rate Violations; Section 1776: Payroll Records; Sections 1777.5, 1777.6 and 1777.7: Apprenticeship Requirements; Sections 1810 through 1812: Working Hour Restrictions; Sections 1813 and 1814: Penalty for Failure to Pay Overtime; and Section 1815: Overtime Pay. (b) Pursuant to California Public Contract Code ("PCC") section 7103.5, in entering into a public works contract or a subcontract to supply goods, services or materials pursuant to a public works contract, Ameresco and its subcontractors offer and agree to assign to the Customer all rights, title and interest in and to all causes of action it may have under section 4 of the Clayton Act (15 U.S.C. section 15) or under the Cartwright Act (Chapter 2 [commencing with section 16700] of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services or materials pursuant to the public works contract or subcontract. This assignment shall be made and become effective at the time the Customer tenders final payment to Ameresco, without further acknowledgment by the Parties. (c) Ameresco shall keep one copy of this Agreement and all other Contract Documents, Change Orders and Title 24 of the California Code of Regulations, on hand at each Property and available for review at all times. Said documents shall be kept in good order and available to representatives of the Customer and governmental and quasi -governmental entities with competent jurisdiction over the Project or any portion thereof. Ameresco hereby represents and warrants that it is familiar with and that it will comply with the provisions of Title 24 of the California Code of Regulations as they relate to the Project. (d) Pursuant to Government Code Section 8546.7, the State Auditor has the right, for a period of three years following final payment, to review, audit and/or copy records of the contracting Parties with respect to each contract providing for expenditure of public funds in excess of $10,000. (e) The Customer will permit the substitution of securities in lieu of withholding retention, in accordance with the provisions of PCC section 22300 if requested within thirty (30) days of execution of this Agreement. Page 53 of 56 (f) PCC Section 20104 et seq. establishes procedures and requirements for claims on public works projects of $375,000 or less. Subject to the provisions of this Section 32, PCC Section 20104 et seq. shall apply to claims by Ameresco arising from this Agreement for amounts of $375,000 or less. Subject to the provisions of this Section 32, all claims by Ameresco arising from this Agreement shall be subject to the Government Claims Act set forth in California Government Code Section 810 et seq. PCC section 20104.50 ("Section 20104.50") establishes requirements for public agencies to promptly pay their contractors. The Customer shall process and pay the invoices for Progress Payments submitted by Ameresco pursuant to this Agreement in accordance with the requirements of Section 20104.50, and the Customer shall pay interest on late payments as provided in Subsection (b) of Section 20104.50. (h) Only apprentices, as defined in Labor Code section 3077, who are in training under apprenticeship standards and written apprenticeship agreements under Chapter 4 (commencing at section 3070), Division 3 of the Labor Code, are eligible to be employed under the Agreement. Ameresco shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Labor Code, in particular the statutory minimum and maximum computation of compensation metric contained in California Labor Code Section 4452, and all amendments to the California Labor Code; and all similar State or federal acts or laws applicable; and shall indemnify, and hold harmless the Customer and its officers, and employees from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description, including reasonable attorney's fees and defense costs presented, brought or recovered against the Customer or its officers, employees, or volunteers, for or on account of any liability under any of said acts which may be incurred by reason of any work to be performed by Ameresco under this Agreement. (g) (i) SECTION 33 Third Party Beneficiaries. Except as may be specifically provided for in this Agreement, the Parties hereto do not intend to create any rights for, or grant any remedies to, any third party beneficiary of this Agreement. Page 54 of 56 SECTION 34 Notifications of Governmental Action - Occupational Safety and Health. The Parties agree to notify each other as promptly as is reasonably possible upon becoming aware of an inspection under, or any alleged violation of, the Occupational Safety and Health Act or any other provision of federal, state or local law rule or regulation relating in any way to the undertakings of either Party under this Agreement. Customer or Customer's Representative, their employees and visitors brought to the Project site by Customer shall adhere to all of Ameresco's site safety rules while on or near the site. Visitors or other employees of the Customer shall be accompanied by the Customer's Representative at all times while at or near the site and Ameresco's Representative shall receive advance notice of such visits. SECTION 35 References. Unless otherwise stated all references to a particular "Attachment" or to "Attachments" or to a particular "Section" or to "Sections" thereto, are to the referenced Attachment or Attachments which are attached to this Agreement and all such referenced Attachments are incorporated by reference within this Agreement. All references herein to a Section or subsection shall refer to a Section or a subsection, as the case may be, of this Agreement unless this Agreement specifically provides otherwise. FEND OF AGREEMENT — SIGNATURES APPEAR ON NEXT PAGE] Page 55 of 56 IN WITNESS WHEREOF, the duly authorized officers or representatives of the Parties have set their hand on the date first written above with the intent to be legally bound. CITY OF NATIONAL CITY AMERESCO, INC., a Delaware corporation (Signatures of two corporate officers required) By: Ron Morrison, Mayor APPROVED AS TO FORM: Angil P. Morris -Jones City Attorney By: Roberto M. Contreras Deputy City Attorney By: By: Robert Georgeoff, Vice President John R. Granara III, EVP & CFO [Signature page to Energy Services Agreement] Page 56 of 56 IN WITNESS WHEREOF, the duly authorized officers or representatives of the Parties have set their hand on the date first written above with the intent to be legally bound. CITY OF NATIONAL CITY AMERESCO, INC., a Delaware corporation (Signatures o %o corporate officers ired) By: Ron Morrison, Mayor APPROVED AS TO FORM: Angil P. Morris -Jones City Attorney By: Roberto M. Contreras Deputy City Attorney R. Granara III, EVP CFO [Signature page to Energy Services Agreement] Page 56 of 56 ATTACHMENT A PROPERTY DESCRIPTION The Scope of Work will be performed at the following locations: 1 Building Name Civic Center National City Address 1243 National City Boulevard National City, CA 91950 2 MLK Community Center 140E 12th Street National City, CA 91950 3 Kimball Senior Center 1221 D Avenue National City, CA 91950 4 Kimball Recreation Center 148E 12th Street National City, CA 91950 5 El Toyon Recreation Center 2005E 4th Street National City, CA 91950 6 Camacho Recreation Center & Gym 1800 E 22nd Street National City, CA 91950 7 Casa de Salud 1408 Harding Avenue National City, CA 91950 8 Public Library 1401 National City Boulevard National City, CA 91950 9 Police Department 1200 National City Boulevard National City, CA 91950 10 Fire Station 34 343E 16th Street National City, CA 91950 11 Fire Station 31 2333 Euclid Avenue National City, CA 91950 12 Arts Center 200 E 12th Street National City, CA 91950 13 Las Palmas Pool 1800E 22nd Street National City, CA 91950 Rev. 2012 14 Building Name Kimball Park National City Address 140E 12th Street National City, CA 91950 15 El Toyon Park 2005E 4th Street National City, CA 91950 16 La Palmas Park 2101 Palm Avenue National City, CA 91950 17 Public Works Yard 1726 Wilson Avenue National City, CA 91950 Rev. 2012 ATTACHMENT B Energy Audit Report (containing Sections A through G) [Attached Behind] Rev. 2012 ATTACHMENT C NOTICE TO PROCEED [PROPOSE CUSTOMER VERSION] [insert date] Mr. Robert Georgeoff, Vice President Ameresco, Inc. 60 East Rio Salado Parkway, Suite 1001 Tempe, AZ 85281 Subject: Ameresco Energy Conservation Measures, CIP No. 17-03 Dear Mr. Georgeoff: Ameresco, Inc. is authorized to begin work on the above referenced project on , 2017. This letter is your NOTICE TO PROCEED. You must obtain all required permits from the Building Department prior to beginning work. Unless otherwise specified in the special provisions, the contact time shall commence upon the date of issuance of the Notice to Proceed. The work shall start within 5 days thereafter, and be diligently processed to completion within the contract time. In accordance with the contract, the construction shall be completed on or before Kuna Muthusamy, Assistant Director of Engineering & Public Works is the Project Manager representing the City of National City. He can be reached at (619)-336-4383 or via email at kuthusamyAnationalcityca.gov. All correspondence regarding this project shall be sent to: City of National City Engineering Department 1243 National City Blvd. National City, CA 91950 Thank you for your interest in working with the City of National City. Sincerely, Stephen Manganiello City Engineer Rev .2012 ATTACHMENT D THIRD PARTY MANUFACTURER WARRANTIES [ATTACH BEHIND] Rev. 2012 ATTACHMENT E CONTRACT COST AND ANNUAL SERVICES (a) Contract Cost: Customer shall pay to Ameresco, an amount equal to five million, four hundred three thousand, three hundred eight Dollars and No Cents ($5,403,308.00) (the "Contract Cost") in accordance with the terms described in Section 4 of this Agreement. The Contract Cost includes the EAR work described in Attachment B of this Agreement. (b) Other Services: Energy Savings Reporting Measurement and Verification to be determined based on type of energy conservation measures implemented as referenced in Attachment B. Measurement and Verification services ("M&V Services") may terminate as more fully described in Section 6 of this Agreement. Rev. 2012 ATTACHMENT F CHANGE ORDER FORM Ameresco Energy Services Agreement Specification No. Contractor: Reason/Purpose for this Change Order: The City of National City and Contractor agree to the following change to the original Contract: Original Contract Amount Net change by previously authorized Change Orders Subtotal Amount of this change order New contract amount Working days added: Working days subtracted: 0 Percent change in Contract to date CHANGE ORDER NO. 1 (Date) Rev.2012 Submitted by: Project Manager Approved by: Date City Project Manager Date City Engineer Date City Manager, required for Change Orders>$24,999 Date By signing this Change Order the Contractor confirms that he/she is completely familiar with its terms and conditions and has fairly negotiated its price, terms and conditions. If this Change Order is approved, Contractor will provide all of the equipment, materials and labor necessary to provide a complete work as described above at that the price stated herein. Additionally, Contractor confirms that the price is fair and complete and represents all costs associated with the work, including but not limited to all equipment, materials, labor, supervision, overhead, fees, bonds, insurance, profit, etc. and that there will be no further compensation. All of the terms and conditions of the original contract documents are incorporated herein. (2 originals: 1 for City Clerk, 1 for Contractor) Accepted and agreed to by (Contractor's name): Name: Date Note to Contractor: If you do not agree with this Change Order you may be directed to proceed with this work under the terms of the contract and you may proceed under protest. You must comply with the contract requirements of submitting a written protest to protect your claim. Originals: City Clerk, Contractor cc: Engineering project file, Project Manager Rev. 2012 ATTACHMENT G SUBSTANTIAL COMPLETION CERTIFICATE PROJECT NAME & ADDRESS: PROJECT NO.: CONTRACT DATE: DESCRIPTION: The installation of [list each ECM being accepted with this certificate] at the above -listed City location(s) [insert a Property's name from Attachment A] under the Agreement has/have been reviewed and found to be in good working order pursuant to the attached Commissioning Report. The date of Substantial Completion of the forgoing ECM(s) is hereby established as: SUBSTANTIAL COMPLETION DATE: The date of Substantial Completion of a Property is the date certified by Customer when such Property has been commissioned by Customer to perform and operate in accordance with the Agreement so that Customer derives beneficial use thereof. The Substantial Completion date set forth above is the date of commencement of the Ameresco Warranty Year, as defined in Section 9 of the Agreement. A list of items to be completed or corrected are identified below as punchlist items. The failure to include any items on such punchlist does not alter the responsibility of Ameresco to complete all Work in accordance with the Agreement. CONTRACTOR: Ameresco, Inc., 60 East Rio Salado Parkway, Suite 1001, Tempe, AZ 85281 AUTHORIZED SIGNATURE: DATE: NAME: (type or print) CUSTOMER: CITY OF NATIONAL CITY 1243 National City Boulevard, National City, CA 91950 AUTHORIZED SIGNATURE: DATE: NAME: (type or print) Rev. 2012 PUNCHLIST ITEMS Attach additional page(s) as necessary. Number of pages attached Rev.2012 ATTACHMENT H NOTICE OF COMPLETION RECORDING REQUESTED BY WHEN RECORDED MAIL TO: NAME: CITY OF NATIONAL CITY ADDRESS: 1243 NATIONAL CITY BOULEVARD NATIONAL CITY, CA 91950 NOTICE OF COMPLETION CALIFORNIA CIVIL CODE SECTION 9204 NOTICE IS HEREBY GIVEN of the completion on [insert date] of the Ameresco Energy Services Agreement CIP No. 17-03 Work of improvement or portion of work of improvement under construction or alteration. Ameresco performed certain energy conservation services and installations at those City facilities attached hereto as Attachment A. Street Address City State Zip Code The undersigned owns the following interest or estate in said property: Owner in fee Nature of the interest or estate of owner (mortgagor, lessee, etc.) Said work of improvement was performed on the property pursuant to a contract with Ameresco, Inc. Name of Original Contractor The following work and material were supplied: Labor provided: general laborer. Materials: HVAC Mechanical Equipment, solar panels, interior and exterior lights, and irrigation lines. Services: Installation of Civic Center HVAC & Controls Upgrades, Solar Panels, Interior Lighting Upgrades, Exterior Lighting Upgrades, HVAC Equipment Replacements, Irrigation Controls as well as the implementation of Domestic Water Conservation measures. General statement of kind of labor, services, equipment or materials The names and addresses of co -owners are: N/A Joint tenants, tenants in common, or other owners Rev. 2012 Dated: [insert date]; Signature of Owner City of National City 1243 National City Blvd. National City, CA 91950 I, the undersigned, declare: I have read the foregoing Notice of Completion and know the contents thereof; the same is true of my own knowledge. I declare under penalty of perjury under the laws of the State of California that the forgoing is true and correct. Executed on [insert date] at, National City, California. Signature: RON MORRISON, MAYOR Noc 14-05 Rev. 2012 ATTACHMENT I GLOSSARY OF ENERGY MANAGEMENT TERMS AND ABBREVIATIONS [Attached Behind] Rev.2012 ATTACHMENT J December 15, 2015 Energy Audit Agreement [ATTACH BEHIND] Rev. 2012 ATTACHMENT K Ameresco SOQ and Interview Question Responses Rev 2012 ATTACHMENT L Installation Schedule [to be negotiated by Ameresco and Customer] Rev.2012 '``c� CERTIFICATE OF LIABILITY INSURANCEDATE(MM/DD/YYYY) 6/13/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Arthur J. Gallagher Risk Management Services, Inc. 470 Atlantic Avenue PHONE FAx Ao, Frt)• 617-261 6700 IA/C, No): 617-646-0400 Boston MA 02210 ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # I INSURER A :Zurich American Insurance Company 16535 INSURED AMERINC-17 INSURER B:National Union Fire Insurance Company of 19445 Ameresco, Inc. 111 Speen Street INSURER C :Zurich American Insurance Company of IL 27855 Suite 410P INSURERD:Steadfast Insurance Com an Y 26387 Framingham MA 01701 INSURER E : INSURER F : • RGV IJIUIV IVUIVIDCR: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DDIYYYY) LIMITS A x COMMERCIAL GENERAL LIABILITY Y GL0585238804 11/30/2016 11/30/2017 EACH OCCURRENCE $2,000,000 CLAIMS -MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $500,000 MED EXP (Any one person) $10,000 PERSONAL & ADV INJURY $2,000,000 GEN'L AGGREGATE X LIMIT APPLIES JECT X PER: LOC GENERAL AGGREGATE $4,000,000 PRODUCTS-COMP/OPAGG $4,000,000 A AUTOMOBILE X X LIABILITY ANY AUTO OWNED AUTOS ONLY HIRED AUTOS ONLY X SCHEDULED Y BAP585238704 11/30/2016 11/30/2017 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ B X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE 013791009 11/30/2016 11/30/2017 EACH OCCURRENCE $10,000,000 AGGREGATE $10,000,000 DED RETENT ON $ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N NIA WC595394503 11/30/2016 11/30/2017 X STATUTE PER OTH- ER E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE $1,000,000 E.L. DISEASE - POLICY LIMIT $1,000,000 C D Installation Floater Contractors Pollution PWG455350513 E00669274306 11/30/2016 11/30/2016 11/30/2017 11/30/2017 $5,403,308 $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required) RE: Energy Services Agreement The City of National City, its elected officials, officers, agents, employees, and volunteers are included as Additional Insured throughout the City of National City on the general liability policy, as per form # U-GL-1175-F CW, edition 04/13 and on the auto policy, as per form #CA 20 48, edition 02/99. The umbrella policy follows form to the underlying. *** Additional Insured Endorsements on file with the Agreement in the Office of the City Clerk. HOLDER CANCELLATION City of National City do Risk Manager 1243 National City Boulevard National City CA 91950 ACORD 25 (2016/03) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ZURICH° Contractor's Protective Professional Indemnity And Liability Insurance Policy Jacket STEADFAST INSURANCE COMPANY Dover, Delaware Administrative Offices — 1299 Zurich Way Schaumburg, Illinois 60196-1056 STF-CPP-128-A CW (05/09) Page 1 of 1 Important Notice Service of Suit and In Witness Clause ZURICH Service of Suit In the event an action or proceeding arises under the contract, it is agreed that the Company, at your request, will submit to the jurisdiction of a court of competent jurisdiction within the United States. Nothing in this condition constitutes or should be understood to constitute a waiver or limitation of the right to arbitration as set forth herein or to commence an action in any court of competent jurisdiction in the United States to remove an action to a United States District Court or to seek a transfer of a case to another court as permitted by the laws of the United States or any state in the United States. It is further agreed that service of process in such suit may be made upon Illinois Corporation Service Company, 801 Adlai Stevenson Drive, Springfield, IL 62703. In any suit instituted against the Company upon this policy, the Company will abide by the final decision of such court or of any appellate court in the event of an appeal. Further, pursuant to any statute of any state, territory, or district of the United States which makes provision therefore, the Company hereby designates the Superintendent, Commissioner or Director of Insurance, other officer specified for that purpose in the statute, or his successors in office as its true and lawful attorney upon whom may be served any lawful process in any action, suit, or proceeding instituted by or on behalf of the Insured of any beneficiary hereunder arising out of this policy of insurance and hereby designates the above named Illinois Corporation Service Company as the entity to whom the said officer is authorized to mail such process or a true copy thereof. In Witness Clause In return for the payment of premium, and subject to the terms of this policy, coverage is provided as stated in this policy. IN WITNESS WHEREOF, this Company has executed and attested these presents and, where required by law, has caused this policy to be countersigned by its duly Authorized Representative(s). President Corporate Secre QUESTIONS ABOUT YOUR INSURANCE? Your agent or broker is best equipped to provide information about your insurance. Should you require additional information or assistance in resolving a complaint, call or write to the following (please have your policy or claim number ready): Zurich in North America Customer Inquiry Center 1299 Zurich Way Schaumburg, Illinois 60196-1056 1-800-382-2150 (Business Hours: 8am - 4pm [CT]) Email: info.source@zurichna.com STF-GU-199-B (01/09) Page 1 of 1 Disclosure Statement •9 ZURICH® It is our pleasure to present the enclosed policy to you for presentation to your customer. INSTRUCTION TO AGENT OR BROKER: WE REQUIRE THAT YOU TRANSMIT THE ATTACHED/ENCLOSED DISCLOSURE STATEMENT TO THE CUSTOMER WITH THE POLICY. Once again, thank you for your interest, and we look forward to meeting your needs and those of your customers. U-GU-873-A CW (06/11) Page 1 of 1 Disclosure Statement NOTICE OF DISCLOSURE FOR AGENT & BROKER COMPENSATION ZURICH® If you want to learn more about the compensation Zurich pays agents and brokers visit: http://www.zurichnaproducercompensation.com or call the following toll -free number: (866) 903-1192. This Notice is provided on behalf of Zurich American Insurance Company and its underwriting subsidiaries. U-GU-874-A CW (06/11) Page 1 of 1 Contractor's Protective Professional ° s onal Indemnity and Liability Insurance Declarations ZURICH® Policy Number: Steadfast Insurance Company Dover, Delaware Administrative Offices - 1299 Zurich Way Schaumburg, Illinois 60196-1056 EOC 6692743-06 Renewal of: EOC 6692743-05 Producer Number: 18615000 Producer Name: ARTHUR J. GALLAGHER RISK MANAGEMENT SERVICES, INC. Item 1. Named Insured: AMERESCO, INC. Address: 111 SPEEN STREET SUITE 410 FRAMINGHAM, MA 01701-2090 Item 2. Limits of Liability: COVERAGE PART A: COVERAGE PART B: COVERAGE PART C: COVERAGE PART D: Rectification Coverage: Policy: Item 3. "Policy Period": Inception Date: 11/30/2016 (12:01 a.m. local time at the address Item 4. Self Insured Retention: COVERAGE PART A: COVERAGE PART B: COVERAGE PART C: COVERAGE PART D: Rectification Coverage: Item 5. $10,000,000 $10,000,000 $10,000,000 $10,000,000 $10,000,000 $10,000,000 $2,500,000 $2,500,000 $6,000,000 $6,000,000 $ 20,000,000 Each "Claim" Aggregate Limit of Liability Each "Claim" Aggregate Limit of Liability Each "Claim" Aggregate Limit of Liability Each "Claim" Aggregate Limit If Liability Each "Claim" Aggregate Limit of Liability Aggregate Limit of Liability Expiration Date: 11/30/2017 shown in Item 1.) $ 500,000 $500,000 $ 500,000 $ 500,000 $500,000 "Retroactive Date": See Applicable Attached Endorsements Each "Claim" Each "Claim" Each "Claim" Each "Claim" Each "Claim" STF-CPP-D-100-B CW (11/09) Page 1 of 2 Item 6. Premium: $446,315 (25.00% Minimum & Deposit Premium) Item 7. Endorsement(s) Effective at Inception: "See Schedule of Forms and Endorsements" Item 8. Policy Form: STF-CPP-100-B CW (11/09) THESE DECLARATIONS TOGETHER WITH THE APPLICATION(S), COVERAGE PART FORM(S), AND ENDORSEMENTS, IF ANY, ISSUED TO FORM A PART THEREOF, COMPLETE THE NUMBERED POLICY. THE INSURANCE AS PROVIDED HEREIN IS "CLAIMS MADE." PLEASE DISCUSS ANY QUESTIONS YOU MAY HAVE WITH YOUR AGENT OR BROKER. STF-CPP-D-100-B CW (11/09) Page 2 of 2 Schedule Of Forms And Endorsements ZURICH Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer Add'I Prem. Return Prem. EOC 6692743-06 11/30/2016 11/30/2017 11/30/2016 18615000 Named Insured and Mailing Address: AMERESCO, INC. 111 SPEEN STREET SUITE 410 FRAMINGHAM, MA 01701-2090 This endorsement modifies insurance provided by the following: Form Number STF-CPP-128-A CW (05/09) STF-GU-199-B (01/09) STF-CPP-100-B CW (11/09) STF-CPP-150-A CW (04/10) STF-CPP-107-A CW (05/09) STF-CPP-116-A CW (05/09) STF-CPP-123-A CW (05/09) STF-CPP-131-C CW (11/10) STF-CPP-142-A CW (04/10) STF-CPP-144-A CW (04/10) STF-CPP-147-A CW (04/10) STF-CPP-149-A CW (04/10) STF-CPP-155-B CW (03/11) STF-CPP-156-B CW (11/10) STF-CPP-157-A CW (05/10) STF-CPP-159-A CW (05/10) Endorsement Number Producer: ARTHUR J. GALLAGHER RISK MANAGEMENT SERVICES, INC. 470 ATLANTIC AVE BOSTON, MA 02210-2208 Form Name Contractor's Protective Professional Indemnity and Liability Insurance Policy Jacket Service of Suit and In Witness Clause Contractor's Protective Professional Indemnity and Liability Insurance 01 Modified Retroactive Dates 02 Additional Named Insured(s) 03 Ninety (90) Day Cancellation 04 Punitive Damages Where Allowable by Law 05 Contractor's Pollution Liability - Claims Made with Mold and Mitigation 06 Aggregate Self -Insured Retention 07 Amendment To Waiver Of Subrogation Clients and Others Where Required By Contract 08 Modified Products Exclusion 09 Reduced Self -Insured Retention and Indemnity Endorsement Rectification Indemnity Coverage Non -Owned Disposal Site - Offsite and Onsite Coverage Notification to Others of Cancellation 10 11 12 13 Notification to Others of Cancellation, Nonrenewal or Reduction of Insurance STF-GU-647-A CW (10/09) Page 1 of 2 STF-CPP-175-A CW (06/11) STF-CPP-185-A CW (03/12) STF CPP 140 A CW (01/10) STF-CPP-140-A CW (01/10) STF-CPP-140-A CW (11/11) STF-CPP-167-A CW (03/11) STF-CPP-119-B CW (02/12) U-GU-1191-A CW (03/15) 14 Coverage Part C - Primary and Non -Contributory When Required by Written Contract 15 Choice of Counsel - Coverage Parts A and C 16 Amendment to Definition O. 17 Amendment to Definition of Loss - Coverage Part C 18 Amended Definition - "Microbial Event' 19 Amendment of Definition J Coverage Part C- Contractor's Pollution Liability 20 Nuclear Energy Liability Exclusion - Broad Form 21 Sanctions Exclusion Endorsement STF-GU-647-A CW (10/09) Page 2 of 2 Contractor's Protective Professional Indemnity and Liability Insurance ZURICH THIS POLICY PROVIDES CLAIMS MADE COVERAGE. UNDER COVERAGE PART A, "PROFESSIONAL LIABILITY CLAIMS" MUST FIRST BE MADE AGAINST THE "INSURED" DURING THE "POLICY PERIOD" AND REPORTED IN WRITING TO US DURING THE "POLICY PERIOD" OR EXTENDED REPORTING PERIOD, IF APPLICABLE. UNDER COVERAGE PART B, "PROTECTIVE INDEMNITY CLAIMS" MUST FIRST BE MADE BY YOU AGAINST THE "DESIGN PROFESSIONAL" AND REPORTED IN WRITING BY YOU TO US DURING THE "POLICY PERIOD" OR EXTENDED REPORTING PERIOD, IF APPLICABLE. Various provisions in this policy restrict coverage. Read the entire policy carefully to determine your rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the "Named Insured" shown in the Declarations. The words "we", "us", and "our" refer to the Company providing this insurance. This policy contains Coverage A - Contractor's Professional Liability Coverage and Coverage B - Contractor's Protective Professional Indemnity Coverage, including terms and conditions unique to those coverage parts, and Common Policy Sections applicable to both Coverage Part A and Coverage Part B. Refer to the DEFINITIONS sections of this policy for the special meaning of words and phrases that appear in quotation marks. PLEASE READ THE ENTIRE POLICY CAREFULLY. In consideration of the premium charged, your undertaking to pay the Self Insured Retention, if any, and in reliance upon the statements in the application made a part hereof, and subject to the Limit of Liability of this insurance as set forth in the Declarations, and the Exclusions, Conditions and other terms of this Policy, we agree with you as follows: I. INSURING AGREEMENT COVERAGE PART A - CONTRACTOR'S PROFESSIONAL LIABILITY COVERAGE A. COVERAGE We will pay on behalf of the "Insured" all sums in excess of the applicable Self Insured Retention noted in Item 4 of the Declarations that the "Insured" is legally obligated to pay as "Damages" because of a "Professional Liability Claim" first made against the "Insured" during the "Policy Period" and reported to us during the "Policy Period", the Automatic Extended Reporting Period or the Optional Extended Reporting Period if applicable, provided that: 1. the "Professional Liability Claim" arises out of an actual or alleged negligent act, error or omission with respect to the rendering of or failure to render "Professional Services" by the "Insured" or any entity for which the "Insured" is legally responsible; 2. the actual or alleged negligent act error, or omission took place during the "Policy Period" or on or after the "Retroactive Date" specified in the Declarations; and 3. prior to the effective date of the first policy issued to you and continuously renewed by us, none of your principals, partners, directors or officers had any knowledge of any circumstance that could reasonably be expected to result in a "Professional Liability Claim". B. DEFENSE We have the right and duty to defend, with counsel of our choice, any "Professional Liability Claim" seeking "Damages" to which Coverage Part A of this insurance applies. "Professional Liability Claim Expenses" reduce the applicable Limit of Liability identified in the Declarations and as described in Section IV.A.2 SELF INSURED RETENTION. Our duty to defend all "Professional Liability Claims" or pay any "Damages" or "Professional Liability Claim Expenses" to which this insurance applies shall end when the applicable Limit of Liability has been exhausted by the payment of "Professional Liability Claim Expenses" or "Damages". STF-CPP-100-B CW (11/09) Page 1 of 12 C. MEDIATION If we and you agree to use "Mediation" to resolve a "Professional Liability Claim" and the "Professional Liability Claim" is resolved thereby, the Self Insured Retention set out in the Declarations shall be reduced by 50% for that "Professional Liability Claim", subject to maximum reduction of $20,000 each "Professional Liability Claim". Any Self Insured Retention payments above the reduced Self Insured Retention amount will be reimbursed within 30 days of the resolution of the "Professional Liability Claim". COVERAGE PART B - CONTRACTOR'S PROTECTIVE PROFESSIONAL INDEMNITY A. COVERAGE We shall indemnify you for "Loss" in excess of the "Design Professional's Insurance", subject to the provisions of the Self Insured Retention and Limit of Liability designated in Items 4 and 2 of the Declarations, respectively, provided that: 1. a "Protective Indemnity Claim" is first made by you against the "Design Professional" under contract to you and reported in writing by you to us during the "Policy Period" or if exercised, the Optional Extended Reporting Period; 2. such "Protective Indemnity Claim" arises out of a negligent act, error or omission of the "Design Professional" in the rendering of or failure to render "Professional Services", and the act, error or omission took place on or after the "Retroactive Date" specified in the Declarations; and 3. prior to the effective date of the first policy issued to you and continuously renewed by us, none of your principals, partners, directors or officers had any knowledge of any circumstance that could reasonably be expected to result in a "Protective Indemnity Claim". B. DEFENSE We shall not defend any "Design Professional", even if the "Design Professional's Insurance" has been reduced, exhausted, or for any reason is unavailable. II. DEFINITIONS A. "Bodily Injury" means physical injury, sickness, disease, death, mental anguish or emotional distress sustained by any person. B. "Claim" means "Professional Liability Claim" or as otherwise defined as by endorsement to this policy. C. "Claim Expenses" means: 1. fees charged by an attorney designated by: (a) us; or (b) the "Insured" with our prior written consent. 2. with the exception of Item 4. in this definition, all other fees, costs and expenses resulting from the investigation, adjustment, or defense of a "Claim", and the premiums for appeal, attachment or similar bonds; 3. interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the amount available for the judgment under this policy; and 4. allowable expenses of $500 per day but no more than $10,000 for each "Claim" as compensation to your principals, directors, officers or employees for personally attending any legal or disciplinary proceeding at our request. These allowable expenses shall not be applied towards reducing the applicable Self Insured Retention amount and are in addition to the Limit of Liability. "Claim Expenses" do not include salaries of your principals, directors, officers or employees, or salaries or expenses of our regular employees or officials; or fees and expenses of independent or public adjusters retained by us or the "Insured". STF-CPP-100-B CW (11/09) Page 2 of 12 D. "Damages" means the monetary amounts for which the "Insured" may be held legally liable, including sums paid as judgments, awards, or settlements, and related "Professional Liability Claim Expenses" but do not include: 1. the restitution, return, withdrawal or reduction of fees, profits or charges for services rendered or offered or any other consideration or expenses paid to the "Insured" or by the "Insured" for services or products; or 2. judgments or awards deemed uninsurable by law. E. "Design Professional" means those persons or entities or successors professionally qualified to perform "Professional Services" either itself or through the services of a subcontractor or subconsultant at any tier. F. "Design Professional's Insurance" means all professional liability policies insuring the "Design Professionals" under contract to you. G. "Insured" means: 1. the "Named Insured"; 2. your current or former principals, partners, executive officers, directors, stockholders, trustees or employees while acting on your behalf and within the scope of their duties as such; 3. your current or former employees including leased personnel under your supervision, but only for acts within the scope of their employment or lease agreement; 4. your heirs, executors, administrators, assigns and legal representatives in the event of death, incapacity or bankruptcy, but solely with respect to the liability of the Named Insured otherwise insured herein; 5. any "Predecessor in Interest"; 6. any "Insured" with regard to its participation in a legal entity including a limited liability company or joint venture, but only to the extent of the Insured's legal liability resulting from its performance of Professional Services under the respective legal entity or joint venture. 7. Any entity that is newly formed or acquired by the Named Insured during the policy period where the Named Insured has greater than fifty percent ownership, control, or beneficial interest, provided however that: a. Coverage shall be provided only for "Damages" arising out of "Professional Services" performed on or after the date of formation or acquisition, subject to the "Retroactive Date"; and b. This coverage shall expire at the end of the Policy Period or within 90 days of such formation or acquisition of the entity, whichever is earlier, unless you submit written notice to the Company providing detailed information concerning the newly formed or acquired entity, and provided further that you pay any additional premium requested by the Company. H. "Loss" as respects Coverage Part B, means the amount you are legally entitled to recover from the "Design Professional(s)" either by adjudication by a court of competent jurisdiction, arbitration or settlement or any other method of dispute resolution to which we agree in writing. Such "Loss" must be the result of a negligent act, error or omission on the part of the "Design Professional(s)" in the rendering of or failure to render "Professional Services". I. "Mediation" means non -binding intervention by a neutral third party. J. "Named Insured" means the partnership, firm or corporation named in Item 1 of the Declarations, and includes any and all affiliates, divisions, subsidiary corporations, or subsidiary limited liability companies thereof, and any other legal entity in which you have fifty percent or more ownership. K. "Policy Period" means the period set forth in the Declarations, or any shorter period resulting from a termination of this policy. L. "Predecessor in Interest" means any prior entity whose assets have been acquired by you or whose partners, principals or shareholders have joined you and whose name has been provided in the application and for whose insurance you are responsible by written agreement. M. "Professional Liability Claim" means any demand received by an "Insured" seeking "Damages" for "Professional Services" and alleging liability or responsibility on the "Insured's" part or on the part of any entity for whom the "Insured" is legally responsible. STF-CPP-100-B CW (11/09) Page 3 of 12 N. "Professional Liability Claim Expenses" means "Claim Expenses". O. "Professional Services" for purposes of Coverage Part A means those services that the "Insured", a "Design Professional", or an entity providing services under contract to a "Design Professional", are qualified to perform for others in their capacity as an architect, engineer, landscape architect, land surveyor or planner, construction manager, a LEED accredited professional, interior designer/space planner, or as specifically described by endorsement to this policy. "Professional Services" includes "Technology Services" to the extent provided in conjunction with the aforementioned capacities. P. "Professional Services" for purposes of Coverage Part B means those services that the "Design Professional", or an entity providing services under contract to the "Design Professional", are qualified to perform for others in their capacity as an architect, engineer, landscape architect, land surveyor or planner, construction manager, a LEED accredited professional, interior designer/space planner, or as specifically described by endorsement to this policy. "Professional Services" includes "Technology Services" to the extent provided in conjunction with the aforementioned capacities. Q. "Property Damage" means: 1. Physical injury to or destruction of tangible property including the resulting loss of use thereof; 2. Loss of use of tangible property that has not been physically injured or destroyed. R. "Protective Indemnity Claim" means a written demand by you against a "Design Professional(s)" under contract with you seeking a remedy from or alleging liability or responsibility on the part of such "Design Professional(s)" for "Loss" arising out of the "Design Professional's" rendering of or failure to render "Professional Services". S. "Retroactive Date" means the date on or after which any alleged or actual negligent act, error or omission giving rise to a "Protective Indemnity Claim", "Professional Liability Claim", "Loss" or "Damage" must have taken place in order to be considered for coverage under this policy, as stated in Item 5 of the Declarations. If none is shown, the retroactive date will be the effective date of the first policy issued by us to you. T. "Technology Services" means the activities performed by or on behalf of the Insured including: a. website design or website programming; b. database design or database management, data warehousing, data application hosting; c. hosting, management or maintenance of websites designed or programmed; d. maintenance of computer programs, applications or systems designed or developed; e. design and development of computer software programs, applications or systems; f. creation, maintenance, use, modification, alteration, and input into any digital model or digital representation, including, for example, a Building Information Model (BIM) or other computer assisted design or drafting system or program; and g. electronic data transmission in conjunction with any of the above. III. EXCLUSIONS This insurance does not apply to "Damages" or "Losses" based upon or arising out of: A. any "Professional Liability Claim" or "Protective Indemnity Claim" made by any "Insured" against any other "Insured;" B. any "Professional Liability Claim" made by, or any "Protective Indemnity Claim" brought against, any individual or entity or its subrogees or assignees: (1) that wholly or partially owns or operates you; or (2) in which you have an ownership interest in excess of 20 percent; or (3) that is controlled or operated by you; or (4) in which the "Insured" is an officer or director; STF-CPP-100-B CW (11/09) Page 4 of 12 C. the refusal to employ, termination of employment, coercion, evaluation, reassignment, discipline, wrongful infliction of emotional distress or other employment -related torts, harassment, discrimination, wrongful deprivation of a career opportunity, breach of any oral, written or implied employment contract or quasi -employment contract, violation of any federal, state or local statute, regulation, ordinance, common law or public policy concerning employment or discrimination in employment; D. any obligation for which the "Insured" or any carrier as insurer shall be liable under any workers' compensation, unemployment compensation, employer's liability, disability benefits law or under any similar law; E. any conduct by an individual, corporation, limited liability company, partnership or joint venture of which the "Insured" is a partner, director, officer, member, participant or employee, that is not designated in the Declarations, policy form, or endorsement as a "Insured", except that this exclusion shall not apply to the "Insured's" legal liability resulting from performance of its responsibilities on behalf of the respective individual, corporation, limited liability company, partnership or joint venture; F. any express warranty or guarantee except to the extent such liability would have attached by law in the absence of such warranty or guarantee; G. liability of others assumed by an "Insured" or a "Design Professional" under any contract or agreement, unless such liability would have attached by law in the absence of such agreement because of a negligent act, error or omission of the "Design Professional" or "Insured" or any other person, entity or organization for whom the "Design Professional' or "Insured" is legally responsible, and the liability arises out of the rendering of or failure to render "Professional Services". H. any project that is insured under a project specific insurance policy, provided, however, that this exclusion shall not apply where your liability is found to be in excess of the limit of liability available under such project specific insurance policy which has been specifically included for excess coverage by endorsement to this policy; I. the design or manufacture of any goods or products which are sold or supplied by the "Insured", the "Design Professional," or by others under license from the "Insured" or the "Design Professional"; J. fines, penalties, and the multiple portion of multiplied damages; K. cost estimates being exceeded. This exclusion shall not apply to those "Damages" or "Losses" which arise out of a negligent act, error or omission in the rendering of or failure to render "Professional Services"; L. any dishonest, fraudulent, criminal, intentional or malicious act, error or omission or those of a knowingly wrongful nature, except that this exclusion shall not apply to an "Insured" who did not commit, participate in, or have knowledge of such conduct; M. the cost to repair or replace faulty workmanship in any construction, erection, fabrication, installation, assembly or manufacturing process performed or provided by an "Insured" or anyone for whom any "Insured" is legally responsible, including materials, parts or equipment furnished in connection therewith, including any workmanship which is not in accordance with the drawings and specifications with respect to any construction, erection, fabrication, installation, assembly or manufacturing process. This exclusion shall not apply to those "Damages" or "Losses" which result from a negligent act, error or omission in the rendering of or failure to render "Professional Services" by an "Insured" or others for whom the "Insured" is legally responsible; N. "Bodily Injury" and "Property Damage" arising out of job site safety, including the failure to protect any property or persons or the preparation or failure to prepare any safety precautions or procedures in connection with any project; O. attorney fees and related expenses incurred by you resulting from the investigation, adjustment, appeal or making of a "Protective Indemnity Claim" against a "Design Professional"; P. with respect to a "Protective Indemnity Claim" only, any amount awarded by default judgment or other proceeding in which any "Design Professional" has failed to answer, plead and otherwise defend itself or indemnify you. However this exclusion shall not apply if the "Insured" cooperates with us to determine what the "Loss" would have been in the absence of such default judgment or other proceeding in which any "Design Professional" failed to answer, plead or otherwise defend itself; Q. a settlement which has been reached without our express written consent; STF-CPP-100-B CW (11/09) Page 5 of 12 R. war, invasion, act of foreign enemy, hostilities (whether war be declared or not), civil war, rebellion, revolution, insurrection or military or usurped power, strike, riot, civil commotion, or terrorism, including any act which is certified by the United States Secretary of the Treasury as an "act of terrorism", as defined by the Terrorism Risk Insurance Act of 2002 or any amendment thereto; S. "Bodily Injury" or "Property Damage" arising out of construction means, methods, techniques, sequences and procedures; and T. any failure to prevent unauthorized access to or use of an electronic system or program, unless such unauthorized access arises out of a negligent act, error or omission in the rendering of or failure to render "Professional Services" by you or by any entity for which you are legally responsible. IV. LIMITS OF LIABILITY A. COVERAGE PART A 1. EACH PROFESSIONAL LIABILITY CLAIM LIMIT OF LIABILITY Our liability for each "Professional Liability Claim" including "Damages" and "Professional Liability Claim Expenses" shall not exceed the amount set out in the Declarations as Each "Professional Liability Claim" Limit of Liability - Coverage Part A. The available Each "Professional Liability Claim" Limit of Liability under the policy is reduced by the payment of "Damages" and "Professional Liability Claim Expenses". We shall not be obligated to pay any "Damages" or "Professional Liability Claim Expenses" or undertake or continue the defense of any "Professional Liability Claim" after the Each "Professional Liability Claim" Limit of Liability has been tendered into court or exhausted by payment of "Damages" or "Professional Liability Claim Expenses". 2. SELF INSURED RETENTION Our liability and obligation to you for "Damages" and "Professional Liability Claim Expenses" under Coverage Part A for each "Professional Liability Claim" shall attach excess of the Self Insured Retention — Coverage Part A stated in the Declarations. The Self Insured Retention shall apply to each "Professional Liability Claim". B. COVERAGE PART B 1. EACH PROTECTIVE INDEMNITY CLAIM LIMIT OF LIABILITY Our liability for each "Protective Indemnity Claim" for "Loss" shall not exceed the amount set out in the Declarations as the Each "Protective Indemnity Claim" Limit of Liability - Coverage Part B. The available Each "Protective Indemnity Claim" Limit of Liability under the policy is reduced by the payment of "Loss" by us under this policy. We shall not be obligated to pay any "Loss" after the Each "Protective Indemnity Claim" Limit of Liability has been tendered into court or exhausted by payment of "Loss". 2. SELF INSURED RETENTION Our liability and obligation to indemnify you for "Loss" under Coverage Part B attaches upon full payment of the amount(s) of the "Design Professional's Insurance". In the event the "Design Professional's Insurance" is unavailable through either exhaustion of its limits or through the applicability of a valid exclusion under the "Design Professional's Insurance" then our liability and obligation to indemnify you shall attach excess of the Self Insured Retention - Coverage Part B stated in the Declarations. The Self Insured Retention shall apply to each "Protective Indemnity Claim". C. AGGREGATE LIMIT OF LIABILITY Our total liability for all "Damages", "Losses" and "Claim Expenses" under Coverage Parts A, B and any endorsed coverage parts combined shall not exceed the amount set forth in the Declarations as the Aggregate Limit of Liability. The available Aggregate Limit of Liability under the policy is reduced by the payment of "Damages", "Losses" and "Claim Expenses". We shall not be obligated to pay any "Damages", "Losses", or "Professional Liability Claims Expenses" after the Aggregate Limit of Liability has been tendered into court or exhausted by payments for "Damages", "Losses" or "Claim Expenses". STF-CPP-100-B CW (11/09) Page 6 of 12 D. MULTIPLE INSUREDS, CLAIMS, CLAIMANTS AND POLICY PERIOD(S) 1. ONE LIMIT OF LIABILITY / SELF INSURED RETENTION The inclusion of more than one "Insured" in the making of a single "Claim" or "Protective Indemnity Claim", or the bringing of multiple suits regarding the same negligent act, error or omission shall not increase our Limit of Liability; neither shall the making of "Claims" or the bringing of suits by more than one person or organization. Two or more "Claims" or "Protective Indemnity Claims" under Coverage Parts A, B and any endorsed coverage parts or a combination of Coverage Parts A, B, and any endorsed coverage parts, arising out of the same, interrelated, associated, repeated or continuous negligent act, error or omission or a series of related negligent acts, errors or omissions shall be treated as a single "Claim" and shall be subject to the same Limit of Liability and only one Self Insured Retention (if a single coverage part only), or one Limit of Liability and one Self Insured Retention for each applicable Coverage Part if multiple coverage parts are involved. Any payments under one Coverage Part shall not be recoverable under another Coverage Part. 2. TWO OR MORE POLICY PERIODS Any "Claim" or "Protective Indemnity Claim" which takes place over two or more "Policy Periods" shall be subject to only one Limit of Liability and one Self Insured Retention (if a single coverage part only). Any such "Claim" or "Protective Indemnity Claim" involving more than one Coverage Part shall be subject to only one Limit of Liability, and one Self Insured Retention per applicable coverage part. All such "Claims" or "Protective Indemnity Claims", whenever made, shall be considered first made on the date on which the earliest "Claim" or "Protective Indemnity Claim" was first reported to us and the Limit of Liability and Self Insured Retention applicable to that "Policy Period" shall apply. V. CLAIM PROVISIONS A. PROFESSIONAL LIABILITY CLAIMS AND OTHER "CLAIMS" 1. NOTICE OF CLAIM A. In the event of a "Claim", prompt written notice containing particulars sufficient to identify you or any "Insured" involved and reasonably obtainable information with respect to time, place and circumstances, and the names and addresses of any injured parties and of available witnesses, shall be given by or for you to us. Written notice must be provided to us no later than 60 days after the expiration or termination of the policy or as provided under Optional Extended Reporting Period under Section VI of this policy, if purchased. Your knowledge of a "Claim" shall be deemed to have occurred when an individual acting in a capacity as legal counsel or risk manager, or a principal, partner, director, or executive officer first learned of the "Claim". B. No costs, charges or related "Claim Expenses" shall be incurred without our written consent, which shall not be unreasonably withheld. The "Insured" shall do nothing to prejudice our rights under this policy nor shall the "Insured" admit liability or settle any "Claim" without our written consent. If we recommend a reasonable settlement of a "Claim", the "Insured" shall have the opportunity to concur, such concurrence not to be unreasonably withheld. If we recommend a reasonable settlement of a "Claim": 1. for an amount within the Self Insured Retention and an "Insured" refuses to concur with such reasonable settlement, then we shall not be liable for any "Damages" or "Claims Expenses" in excess of the Self Insured Retention; or 2. for a total amount in excess of the balance of the Self Insured Retention and the "Insured" refuses to concur with such reasonable settlement acceptable to the claimant, then our liability for "Damages" and "Claim Expenses" shall be limited to that portion of the recommended settlement and the costs, charges and expenses incurred as of the date of an "Insured's" refusal, which exceed the Self Insured Retention and fall within the Limit of Liability. C. The "Insured" shall assist and cooperate with us in the investigation, settlement and defense of all "Claims" made against the "Insured" and upon our request shall authorize the release of records and other information, secure and give evidence, attend hearings and trials and obtain the location of and cooperation of witnesses. STF-CPP-100-B CW (11/09) Page 7 of 12 D. In the event that an "Insured" is entitled by law to select independent counsel to defend an "Insured" at our expense, the attorney's fees and all other litigation expenses we must pay to that counsel are limited to the rates we actually pay to counsel we retain in the ordinary course of business in the defense of similar "Claims" in the community where the "Claim" arose or is being defended. Additionally, we may exercise the right to require that such counsel have certain minimum qualifications with respect to their legal competency including experience in defending "Claims" similar to the one pending against an "Insured" and to require such counsel to have errors and omissions insurance coverage. The "Insured" agrees that such counsel will respond to our request for information regarding the "Claim" in a timely manner. Furthermore, an "Insured" may at anytime, by its signed consent, waive its right to select independent counsel. 2. NOTICE OF CIRCUMSTANCE If during the "Policy Period", the "Insured" becomes aware of an actual or alleged negligent act, error or omission which may be expected to give rise to a "Professional Liability Claim" or "Claim" under the policy, and the "Insured" provides written notice to us, prior to the expiration of the policy period and containing particulars sufficient to identify the "Insured" and reasonably obtainable information with respect to: A. the time, place and explanation of the actual or alleged negligent act, error or omission including how the "Insured" first became aware of the actual or alleged negligent act, error or omission; B. the name and addresses of any injured parties and available witnesses and the "Damages" which have or may result from such actual or alleged negligent act, error or omission; C. any and all investigative or engineering reports, data or information about the actual or alleged negligent act, error or omission, or "Damages"; and D. copies of any relevant contracts between the "Insured" and its client for "Professional Services". then any "Claim", for which coverage is provided by this policy, that may be made against the "Insured" shall be deemed for the purposes of this insurance to have been made on the date on which the notice was given to us. In such event the "Insured" agrees to cooperate fully with us and do all things reasonably necessary to allow us to investigate such notice of circumstance and mitigate to the fullest extent possible the resultant "Damages", if any. At our sole discretion, we may elect to investigate any circumstance which is reported to us. Any costs associated with the investigation of a circumstance prior to a "Claim" being made will not be considered "Claim Expenses". These costs shall not be applied toward reducing the applicable Self Insured Retention and are in addition to the Limit of Liability and shall be borne by us. B. PROTECTIVE INDEMNITY CLAIM PROVISION 1. NOTICE OF PROTECTIVE INDEMNITY CLAIM A. As a condition precedent to Coverage Part B of this policy, you shall provide us with notice in writing of a "Protective Indemnity Claim" at the same time that you make such "Protective Indemnity Claim" against a "Design Professional". B. We have the right but not the duty to participate in the investigation or settlement of a "Protective Indemnity Claim" covered under Coverage Part B of this policy. Whether or not we choose to participate in the settlement of a "Protective Indemnity Claim," the "Insured" shall make every effort, within reason, to obtain from the "Design Professional(s)" party to such settlement an assignment of any rights said "Design Professional(s)" has against any other "Design Professional(s)" to pursue claims that are related to or arising from the negligent act(s), error(s) or omission(s) included in the "Professional Indemnity Claim" and settlement. C. You shall not enter negotiations or settlement of a "Protective Indemnity Claim" with the "Design Professional" or its representative involving any part of the Limit of Liability of this policy without our knowledge and consent to such negotiation and settlement. However, we may, in writing, and at our election, waive our participation and consent to such negotiation and settlement. D. If we elect to participate in the negotiation and settlement of a "Protective Indemnity Claim", you shall fully cooperate with our requests for information. Your duty to cooperate with us is a condition precedent to coverage under this policy and your failure to cooperate shall relieve us of our obligations and liability under this policy. STF-CPP-100-B CW (11/09) Page 8 of 12 2. NOTICE OF CIRCUMSTANCE Circumstance reporting is not afforded under this coverage part. C. REPORTING PROVISIONS All notices of "Claims" or circumstances, and "Protective Indemnity Claims" are to be submitted to the following address: Construction Professional Liability Claims Manager Steadfast Insurance Company (or name of insurance company used) P.O. Box 968041 Schaumburg, IL 60196 Fax number: (866) 255-2962 New matters may also be reported via email at: USZ_Zurich_Construction_Professional_Claims@zurichna.com VI. EXTENDED REPORTING PERIOD A. AUTOMATIC EXTENDED REPORTING PERIOD If we or you terminate or non -renew this insurance for any reason, other than nonpayment of premium or your failure to comply with any term or condition, or your fraud or material misrepresentation, you shall be entitled to a period of sixty (60) days from the date of policy termination to report "Professional Liability Claims" or "Claims" which are made against you prior to such termination date. This Automatic Extended Reporting Period may not be canceled by us and does not require the payment of an additional premium. This Automatic Extended Reporting Period shall be included within the Optional Extended Reporting Period if such is purchased. B. OPTIONAL EXTENDED REPORTING PERIOD If we or you terminate or non -renew this insurance for any reason, other than nonpayment of premium or your failure to comply with any term or condition, or your fraud or material misrepresentation, upon the payment of an additional premium, you shall have the option to: a) extend the period by which a "Professional Liability Claim" or "Claim" can be made against you and reported to us; and b) extend the period by which a "Protective Indemnity Claim" can be brought by you against a "Design Professional" and reported to us. Selection of the Optional Reporting Period will include the extension of both a) and b) noted above. "Professional Liability Claims" or "Claims" must be made and reported within the "Policy Period" or the Optional Extended Reporting Period, provided that the negligent act, error or omission giving rise to the "Professional Liability Claims" or "Claims", occurred on or after the Retroactive Date, if any and before the end of the "Policy Period". "Protective Indemnity Claims" first made by you against a "Design Professional" and reported in writing to us during the "Policy Period" or the Optional Extended Reporting Period; provided that the negligent act, error or omission arises out of "Professional Services" performed for you by the "Design Professional" and has occurred on or after the Retroactive Date, if any and before the end of the "Policy Period". The premium for the Optional Extended Reporting Period shall be determined by charging (1) 100% of the annual premium for twelve (12) months, (2) 150% for twenty-four (24) months, or (3) 200% for thirty-six (36) months. The purchase of an Optional Extended Reporting Period shall be endorsed herein. Your right to purchase the Optional Extended Reporting Period must be exercised by notice in writing not later than thirty (30) days after the cancellation or termination date of this policy. Effective notice must indicate the total Optional Extended Reporting Period desired and must include payment of premium for such period. If such notice and the premium are not mailed to us within thirty (30) days, then you shall not at a later date be entitled to purchase an Optional Extended Reporting Period. At the commencement of any Optional Extended Reporting Period, the entire premium shall be deemed fully earned, and in the event you terminate the Optional Extended Reporting Period before its term for any reason, we shall not be obligated to return to you any portion of the premium. STF-CPP-100-B CW (11/09) Page 9 of 12 The fact that the period during which "Professional Liability Claims", "Claims", and "Protective Indemnity Claims" can be reported to us is extended by virtue of the Optional Extended Reporting Period shall not in any way increase the Limit of Liability of this policy. VII. CONDITIONS A. ACTION AGAINST US 1. As to Coverage A and any coverage parts otherwise defined by endorsement to this policy, no action shall lie against us unless, as a condition precedent thereto, there shall have been full compliance with all of the terms and conditions of this policy, and both your liability and the amount of your obligations to pay has been finally determined either by judgment against you after an actual trial or by your written agreement with the claimant or the claimant's legal representative with our prior approval. Any person or organization or the legal representative thereof who has secured such judgment or written agreement shall thereafter be entitled to recover under this policy to the extent of the insurance afforded by this policy. No person or organization shall have any right under this policy to join us as a party to any action against you to determine your liability, nor shall we be impleaded by you or your legal representative. 2. As to Coverage B, no legal action may be brought against us until there has been full compliance with all the terms and conditions of this policy and both the "Design Professional's" liability and the amount of the "Design Professional's" obligations to pay have been finally determined either by judgment against the "Design Professional" after an actual trial, adjudication or arbitration or by your written agreement with the "Design Professional" with our prior approval. No person or organization has a right under this policy to bring us into any action to determine our liability or the "Design Professional's" liability. B. ASSIGNMENT Assignment of interest under this policy shall not bind us without our express written consent. C. AUDIT AND INSPECTION We shall be permitted upon reasonable prior notice to audit the "Insured's" final books and records at any time during the "Policy Period" and within three years after the final termination of this policy, as far as they relate to the subject matter of this policy. We shall also be permitted upon reasonable prior notice to inspect, sample and monitor on a continuing basis the "Insured's" operations. Neither our right to make inspections, sample and monitor nor the actual undertaking thereof nor any report thereon shall constitute an undertaking, on behalf of us or others, to determine or warrant that operations are safe, healthful or conform to acceptable engineering practice or are in compliance with any law, rule or regulation. D. BANKRUPTCY The "Named Insured's" bankruptcy or insolvency shall not relieve us of our obligations under this policy. Your bankruptcy, insolvency, inability to pay, failure to pay, or refusal to pay the Self Insured Retention will not increase our obligations under this policy. In the event there is insurance, whether or not applicable to a "Professional Liability Claim" or "Protective Indemnity Claim" within a Self Insured Retention, you will continue to be responsible for the full amount of the applicable Self Insured Retention before limits of insurance under this policy apply. In no case will we be required to pay the Self Insured Retention or any portion thereof. Our obligations will attach only when the entire amount of the applicable Self Insured Retention has been paid and then only in excess of the Self Insured Retention and not in excess of the Limits of Insurance adjusted for any reduction in the aggregate limit of our liability. E. CANCELLATION 1. The policy may only be canceled by us for any of the following reasons: a. Non-payment of premium; b. A material misrepresentation or concealment of facts; or c. A material breach of any provision of the policy. STF-CPP-100-B CW (11/09) Page 10 of 12 If this policy is canceled by us, notice of cancellation will be sent in writing to the "Named Insured", at the address indicated on the Declarations. We will provide such written notice at least thirty (30) days prior to the date such cancellation is to take effect. The effective date and hour of cancellation will be stated in such notice. Cancellation by us also cancels the Extended Reporting Period. The "Policy Period", the Automatic Extended Reporting Period and the Optional Extended Reporting Period will end on that date. If we cancel for the reason specified in 1 a, there shall be no return premium. If we cancel for reasons stated in 1b. or 1c., the earned premium shall be computed pro-rata of the policy term premium. Payment of any return premium shall not be a condition of cancellation. 2. You may cancel this policy by surrendering to us, or by mailing to us, written notice requesting cancellation and stating when thereafter such cancellation shall take effect. If canceled by you, we shall retain the customary short rate proportion of the premium. 3. It is agreed that this policy will automatically terminate upon your acquisition by another entity or your merger into another entity, such that the "Named Insured" is not the surviving entity, or your consolidation with another entity, or the acquisition of substantially all of your assets by another entity. F. CHANGES The terms and conditions of this policy may only be altered by an endorsement issued by us. G. CHOICE OF LAW AND JURISDICTION In the event an "Insured" and we dispute the meaning, interpretation or operation of any term, condition, definition or provision of this policy resulting in litigation, arbitration or other form of dispute resolution, the "Insured" agrees with us that the law of the State of New York shall apply without giving effect to any conflicts or choice of law principles. In the event an "Insured" and we agree to resolve any dispute by arbitration, any such arbitration shall be in accordance with the Commercial Arbitration Rules of the American Arbitration Association. H. DESIGN PROFESSIONAL INSURANCE You shall require that each Design Professional with whom you have a written contract initially evidence professional liability insurance. I. LIMITATION OF LIABILITY As respects Coverage Part B, the Insured shall not, without our express written authorization, accept any limitation of liability clause in a contract between the "Insured" and a "Design Professional" other than to limit the Design Professional's liability to the amount of the insurance specified by contract. J. OTHER INSURANCE Where other insurance is available to the "Insured" in addition to the "Design Professional's Insurance" for "Damages" or "Losses" covered under this policy, our obligation to the "Insured" is as follows: 1. This insurance shall apply as excess over any other applicable insurance be it primary or excess. 2. Where this insurance is excess over any other valid and collectible insurance, we will pay only our share of the amount of "Damages" or "Losses" if any, that exceeds the total amount that all such other insurance would pay for the "Damages" or "Losses" in the absence of this insurance. 3. If other policies of insurance have been issued to the "Design Professional" which provide similar coverage for a "Claim" under this policy, in whole or in part, this policy shall apply in excess of those policies and this policy shall not contribute with such policies. This provision shall not apply if other insurance is purchased by you specifically as excess of this insurance. K. REPRESENTATIONS By acceptance of this policy, you agree that the statements in the application and its attachments are your agreements and representations, that this policy is issued in reliance upon the truth of such representations, and that this policy, its Declarations and endorsements embody all agreements existing between you and us relating to this insurance. STF-CPP-100-B CW (11/09) Page 11 of 12 L. SEVERABILITY Except with respect to the Limit of Liability, and any rights or duties specifically assigned to you, this insurance applies: 1. as if each "Named Insured" were the only "Named Insured", and 2 separately to each "Insured" against whom a "Professional Liability Claim" is made. Misrepresentation, concealment, breach of condition or violation of any duty under this policy by one "Insured" shall not prejudice the interest or coverage of another "Insured" under this policy. M. SOLE AGENT If there is more than one "Insured" named in this policy, the first "Named Insured" shall act on behalf of all "Insureds" for all purposes, including but not limited to the payment or return of premium, payment of any self insured retention, receipt and acceptance of any endorsement issued to form a part of this policy, complying with all applicable claims provisions, giving and receiving notice of cancellation or nonrenewal, and the exercise of the rights provided in the Extended Reporting Period or Subrogation clause. N. SUBROGATION AND TRANSFER OF RIGHTS OF RECOVERY If we make any payment under this policy, we shall be subrogated to all your rights against any person or organization, including the right to participate with the "Insured" in the exercise of all the "Insured's" rights of recovery. You shall execute and deliver instruments and papers to us and do whatever else is necessary to secure such rights. With respect to a "Protective Indemnity Claim," this includes a written transfer to us of any assignment(s) of rights obtained under section V. CLAIM PROVISIONS, B. PROTECTIVE INDEMNITY CLAIM PROVISIONS, paragraph 1.B. if the "Insured" has elected not to pursue same in furtherance of its "Protective Indemnity Claim". An "Insured" shall do nothing to prejudice such rights as described in this paragraph. We shall not exercise any such rights against any persons, firms or corporations included in the definition of an "Insured" or against your clients if, prior to a "Professional Liability Claim," a waiver of subrogation was so required and accepted under a specific contractual undertaking by you. Any recovery obtained through subrogation, after expenses incurred in such subrogation are deducted by the party bearing the expense, reimbursement will be made in the following order: 1. First, to any interest who has paid any amount in excess of the Limit of Liability provided under this policy; 2. next, to us; and 3. then to any interest as are entitled to claim the remainder, if any. 0. POLICY TERRITORY Coverage under this policy shall extend anywhere in the world, to the extent permitted by law. STF-CPP-100-B CW (11/09) Page 12 of 12 Endorsement # 01 Modified Retroactive Dates ZURICH Policy No. Eff. Date of Pol. Exp. Date of Pol. I Eff. Date of End. Producer Add'I Prem. Return Prem. EOC 6692743-06 11/30/2016 11/30/2017 11/30/2016 18615000 Named Insured and Mailing Address: AMERESCO, INC. 111 SPEEN STREET SUITE 410 FRAMINGHAM, MA 01701-2090 Producer: ARTHUR J. GALLAGHER RISK MANAGEMENT SERVICES, INC. 470 ATLANTIC AVE BOSTON, MA 02210-2208 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Contractor's Protective Professional Indemnity and Liability Insurance Policy In consideration of the premium already charged, it is hereby understood and agreed that Item 5 of the Declarations page is amended to read as follows: Coverage Part A: 01/26/1983 Coverage Part B: 11/30/2011 Coverage Part C: 01/14/2003 Coverage Part C Microbial Events: 01/14/2003 Coverage Part D Mitigation: 11/30/2011 Rectification Coverage: 11/30/2011 STF-CPP-150-A CW (04/10) Page 1 of 1 Endorsement # 02 Additional Named Insured(s) ZURICH® Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer Add'I Prem. Return Prem. EOC 6692743-06 11/30/2016 11/30/2017 11/30/2016 18615000 Named Insured and Mailing Address: AMERESCO, INC. 111 SPEEN STREET SUITE 410 FRAMINGHAM, MA 01701-2090 Producer: ARTHUR J. GALLAGHER RISK MANAGEMENT SERVICES, INC. 470 ATLANTIC AVE BOSTON, MA 02210-2208 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided by the following: Contractor's Protective Professional Indemnity and Liability Insurance Policy In consideration of the premium charged, it is agreed that Item 1. of the DECLARATIONS is amended to include the following: Ameresco Limited ESP Response Limited Ameresco/Pacific Energy JV Ameresco ARS LLC ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED. STF-CPP-107-A CW (05/09) Page 1 of 1 Endorsement # 03 Ninety (90) Day Cancellation ZURICH® Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer Add'I Prem. Return Prem. EOC 6692743-06 11/30/2016 11/30/2017 11/30/2016 18615000 Named Insured and Mailing Address: AMERESCO, INC. 111 SPEEN STREET SUITE 410 FRAMINGHAM, MA 01701-2090 Producer: ARTHUR J. GALLAGHER RISK MANAGEMENT SERVICES, INC. 470 ATLANTIC AVE BOSTON, MA 02210-2208 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided by the following: Contractor's Protective Professional Indemnity and Liability Insurance Policy In consideration of the premium charged, it is hereby understood and agreed that Section VII. CONDITIONS, Item E. CANCELLATION is deleted in its entirety and replaced as follows: 1. The policy may only be canceled by us for any of the following reasons: a. Non-payment of premium; b. A material misrepresentation or concealment of facts; c. A material breach of any provision of the policy. If this policy is canceled by us, notice of cancellation will be sent in writing to the "Named Insured", at the address indicated on the Declarations. We will provide such written notice at least ninety (90) days (thirty (30) days for non-payment of premium) prior to the date such cancellation is to take effect. The effective date and hour of cancellation will be stated in such notice. Cancellation by us also cancels the Extended Reporting Period. The "Policy Period", the Automatic Extended Reporting Period and the Optional Extended Reporting Period will end on that date. If we cancel for the reason specified in 1 a, there shall be no return premium. If we cancel for reasons stated in 1b or 1c, the earned premium shall be computed pro-rata of the policy term premium. Payment of any return premium shall not be a condition of cancellation. 2. You may cancel this policy by surrendering to us, or by mailing to us, written notice requesting cancellation and stating when thereafter such cancellation shall take effect. If cancelled by you, we shall retain the customary short rate proportion of the premium. 3. It is agreed that this policy will automatically terminate upon your acquisition by another entity or your merger into another entity, such that the "Named Insured" is not the surviving entity, or your consolidation with another entity, or the acquisition of substantially all of your assets by another entity. ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED. STF-CPP-116-A CW (05/09) Page 1 of 1 Endorsement # 04 Punitive Damages Where Allowable By Law zuRicH® Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer Add i Prem. Return Prem. EOC 6692743-06 11/30/2016 11/30/2017 11/30/2016 18615000 Named Insured and Mailing Address: AMERESCO, INC. 111 SPEEN STREET SUITE 410 FRAMINGHAM, MA 01701-2090 Producer: ARTHUR J. GALLAGHER RISK MANAGEMENT SERVICES, INC. 470 ATLANTIC AVE BOSTON, MA 02210-2208 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided by the following: Contractor's Protective Professional Indemnity and Liability Insurance Policy In consideration of the premium charged, it is hereby understood and agreed that Section III EXCLUSIONS, Item J. is deleted in its entirety and replaced as follows: J. fines or penalties and the multiple portion of multiplied damages. However, this exclusion will not apply to punitive damages where allowable by law. ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED. STF-CPP-123-A CW (05/09) Page 1 of 1 Endorsement # 05 Contractor's Protective Professional Indemnity and Liability Insurance — Amendments Z U RI C H Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer Add'I Prem. Return Prem. EOC 6692743-06 11/30/2016 11/30/2017 1 11/30/2016 18615000 Named Insured and Mailing Address: AMERESCO, INC. 111 SPEEN STREET SUITE 410 FRAMINGHAM, MA 01701-2090 Producer: ARTHUR J. GALLAGHER RISK MANAGEMENT SERVICES, INC. 470 ATLANTIC AVE BOSTON, MA 02210-2208 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided by the following: Contractor's Protective Professional Indemnity and Liability Insurance Policy THIS ENDORSEMENT PROVIDES CLAIMS MADE COVERAGE. UNDER COVERAGE PART C, "CONTRACTOR'S POLLUTION LIABILITY CLAIMS" MUST FIRST BE MADE AGAINST THE "INSURED" DURING THE "POLICY PERIOD" AND REPORTED IN WRITING BY YOU TO US DURING THE "POLICY PERIOD" OR EXTENDED REPORTING PERIOD, IF APPLICABLE. In consideration of the premium charged, it is hereby agreed that the insurance provided under this policy is amended as follows: 1. Section I. INSURING AGREEMENT is amended by adding two additional Coverage Parts as follows: COVERAGE PART C — CONTRACTOR'S POLLUTION LIABILITY A. COVERAGE We will pay on behalf of an "Insured" any "Loss" an "Insured" is legally obligated to pay as a result of "Contractor's Pollution Liability Claim(s)" caused by: 1. a "Pollution Event" resulting from "Technical Activities" performed by the "Named Insured" or anyone for whom the "Named Insured" is legally responsible; or 2. a "Pollution Event" resulting from "Completed Operations" of the "Technical Activities"; or 3. a "Microbial Event" resulting from either "Technical Activities" performed by the "Named Insured" or anyone for whom the "Named Insured" is legally responsible or from "Completed Operations" of the "Technical Activities"; provided that the "Technical Activities" must commence on or after the "Retroactive Date" and before the end of the "Policy Period" and the "Contractor's Pollution Liability Claim" is the first made against the "Insured" and reported to us during the "Policy Period", the automatic extended reporting period, or the extended reporting period, if applicable. B. DEFENSE We shall have the right and duty to assume the adjustment, defense and settlement of any "Contractor's Pollution Liability Claim" to which this insurance applies. "Contractor's Pollution Liability Claim Expense" reduces the applicable Limits of Liability set out in the Declarations as described in LIMITS OF LIABILITY section. Our duty to adjust, defend and settle all "Contractor's Pollution Liability Claims" to which this endorsement applies, pending STF-CPP-131-C CW (11/10) Page 1 of 7 and future, ends when the applicable Limits of Liability have been tendered into court or exhausted by payment of "Contractor's Pollution Liability Claim Expense(s)" or "Loss(es)". COVERAGE PART D - MITIGATION OF LOSS COVERAGE A. COVERAGE We shall indemnify the "Named Insured" for the "Named Insured's" "Actual and Necessary Costs and Expenses" incurred in rectifying a "Microbial Event" or a "Pollution Event" in any part of the construction works or engineering works for any project upon which the "Named Insured" is responsible for construction, provided that: 1. The "Named Insured" reports "Actual and Necessary Costs and Expenses" for a "Microbial Event" or "Pollution Event" as soon as practicable after discovery of such "Microbial Event" or "Pollution Event" but in no event after any certificate of substantial completion has been issued; 2. The "Named Insured" proves to us that the "Actual and Necessary Cost and Expenses" arises out of the "Named Insured's" rendering of "Technical Activities" which resulted in a "Microbial Event" or a "Pollution Event" for which a third party could otherwise make a "Claim" against the "Named Insured," and 3. provided that the "Technical Activities" must commence on or after the "Retroactive Date" and before the end of the "Policy Period" and the "Actual and Necessary Costs and Expenses" are reported to us during the "Policy Period" or the automatic extended reporting period. In the event an "Insured" either concurrently or subsequently submits a "Contractor's Pollution Liability Claim" under this policy or a subsequent renewal for the same "Pollution Event" or "Microbial Event" for which the insured is undertaking or has previously undertaken mitigation of loss efforts, then any payments under the Mitigation of Loss Coverage afforded under this coverage part shall erode the limits of liability available under Coverage Part C — Contractor's Pollution Liability. In the event that a "Contractor's Pollution Liability Claim" arises out of the same "Pollution Event" or "Microbial Event" for which the insured is undertaking or has previously undertaken rectification efforts under the Mitigation of Loss Coverage under this coverage part, then the "Insured's" self insured retention obligation under the Contractor's Professional Liability Coverage Part shall be offset to the extent of the costs incurred by the "Insured" under their self insured retention obligations under the Mitigation of Loss Coverage afforded under this coverage part. B. ARBITRATION In the event that the "Named Insured" and we do not agree that "Actual and Necessary Costs and Expenses" presented by the "Named Insured" under this Coverage Part arises out of rectifying a "Microbial Event" or a "Pollution Event", the dispute, as to that sole issue only, shall be referred to the American Arbitration Association before a three member panel and pursuant to their then existing Construction Industry Rules for an opinion as to whether the breach was or was not the result of a "Microbial Event" or "Pollution Event". The panel shall be composed of one licensed attorney, one licensed design professional and one licensed contractor. The "Named Insured" and we agree to accept the opinion of a majority of the panel as final and binding upon each of us as to that issue only. 2. Section II. DEFINITIONS is amended as follows: a. Solely with respect to COVERAGE PART C, the following definitions shall apply: A. "Automobile" means a land motor vehicle, trailer or semi -trailer designed for travel on public roads, including any machinery or apparatus attached thereto. B. "Bodily Injury" means physical injury, sickness, disease, death, mental anguish or emotional distress suffered by any person. C. "Claim" means "Contractor's Pollution Liability Claim". D. "Cleanup Costs" means the necessary expenses incurred in the investigation, removal, remediation, neutralization or immobilization of contaminated soil, surface water, groundwater, or other contamination resulting from a "Pollution Event" or a "Microbial Event". To the extent that real or personal property not owned by the "Insured(s)" is directly damaged during the investigation, removal, remediation, neutralization or immobilization of contaminated soil, surface water, groundwater, or other contamination resulting from a "Pollution Event" or a "Microbial Event", this policy will STF-CPP-131-C CW (11/10) Page 2 of 7 pay the expenses necessary to repair, replace, or restore such damaged real or personal property to substantially the same condition it was in prior to being so damaged provided that any such expenses shall, in no event, exceed the fair market value of such property prior to being damaged and further provided that such expenses shall not include expenses associated with improvements or betterments, including, but not limited to upgrades necessary to achieve building code compliance. E. "Contractor's Pollution Liability Claim" or "Contractor's Pollution Liability Claims " means any demand or notice received by an "Insured" alleging liability or responsibility on the part of an "Insured" for "Losses" because of a "Pollution Event" or "Microbial Event" resulting from "Technical Activities" or "Completed Operations" of the "Technical Activities". F. "Contractor's Pollution Liability Claim Expense(s)" means "Claim Expenses" as defined in this policy. G. "Completed Operation(s)" coverage begins when the job is completed and includes all "Bodily "Injury" and "Property Damage(s)" occurring away from the premises owned or rented by the "Insured" and arising out of "Technical Activities" that have been completed or "Technical Activities" that have not been abandoned. "Technical Activities" will be deemed completed at the earliest of the following times: 1. When all the "Technical Activities" called for in the contract have been completed; or 2. When all the "Technical Activities" to be done at one or more sites have been completed if the contract calls for "Technical Activities" at more than one site; or 3. When that part of the "Technical Activities" at any site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. "Technical Activities" that may need service, maintenance, correction, repair or replacement, but which are otherwise complete, will be deemed complete. H. "Hazardous Materials" means any petroleum, petroleum products, polychlorinated biphenyls, explosives, reactive materials, ignitable materials, corrosive materials and any hazardous, toxic, radioactive and infectious materials, substances, chemicals or wastes, together with any other substances designated as hazardous substances or hazardous materials by federal, state or municipal laws, statutes or ordinances, including rules, administrative or judicial orders, directives or policies. I. "Hazardous Materials Facility" means any site, location or premises, or any part of any site, location or premises, on which "Hazardous Materials", wastes or pollutants are stored, treated, processed, recycled or disposed other than those sites at which "Technical Activities" are being performed. J. "Insured" has the meaning stated in the policy, and solely as to Coverage Part C shall also include the following: 1. your clients but only: a. when required by written contract executed and effective before the "Technical Activities"; and b. with respect to "Technical Activities" and "Completed Operation(s)" of the "Technical Activities"; and c. for those amounts required by written contract not to exceed the Limits of Liability of this policy; or 2. any other person or entity endorsed on this policy as an "Insured". K. "Loss(es)" means: 1. compensatory damages or legal obligations arising from; a. "Bodily Injury"; b. "Property Damage"; 2. and related "Contractor's Pollution Liability Claim Expense". L. "Microbial Event" means any "Loss" caused directly or indirectly, by: 1. any "Fungus(i)" or "Spore(s)", or 2. any substance, vapor or gas produced by or arising out of any "Fungus(i)" or "Spore(s)". For the purpose of this definition, the following definitions are added: 1. "Fungus(i)" includes, but is not limited to: a. any form or type of mold, mushroom or mildew; b. any other fungal structure; and c. any volatile organic compounds, mycotoxins, allergenic proteins or other STF-CPP-131-C CW (11/10) Page 3 of 7 substances or gases produced by or arising out of any mold, mushroom, mildew , fungal structure or "Spore(s)". 2. "Spore(s)" means any reproductive body produced by or arising out of any "Fungus(i)". M. "Named Insured" has the meaning stated in the policy at Section II. DEFINITIONS, J. N. "Natural Resource Damage" means physical injury to or destruction of, including the resulting loss of value of land, fish, wildlife, biota, air, water, groundwater, drinking water supplies, and other such resources belonging to, managed by, held in trust by, appertaining to, or otherwise controlled by the United States (including the resources of the fishery conservation zone established by the Magnuson -Stevens Fishery Conservation and Management Act (16 U.S.C. 1801 et. seq.)), any state or local government, any foreign government, any Native American tribe or, if such resources are subject to a trust restriction on alienation, any member of a Native American tribe. O. "Policy Period" means the period set forth in the Declaration, or any shorter period arising as a result of termination of the policy. P. "Pollution Event" means the discharge, dispersal, release, or escape of any solid, liquid, gaseous or thermal irritant, contaminant or pollutant including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Q. "Property Damage" has the meaning stated in the policy, and solely as to Coverage Part C shall also include the following: 1. "Cleanup Costs"; and 2. "Natural Resource Damage". R. "Retroactive Date" means the date set forth in the Declarations or attached Endorsement, and the earliest date a "Technical Activity" can commence for coverage to be provided under this policy. S. "Technical Activities" means construction work and other non-professional services. b. In addition to the definitions listed in Section II. DEFINITIONS of this policy and listed above for Coverage Part C and solely respects COVERAGE PART D, the following definitions are added to the definitions in Section II. DEFINITIONS of this policy: A. "Actual and Necessary Costs and Expenses" means those sums actually incurred by the "Named Insured" which are reasonably related to the efforts needed to remedy a "Microbial Event" or "Pollution Event" covered by this coverage part, less any overhead, profit and mark-up of the "Named Insured." B. "Mitigation of Loss Claim" means a claim based on "Actual and Necessary Costs and Expenses" incurred in rectifying a "Microbial Event" or "Pollution Event". 3. Section III. EXCLUSIONS is amended by adding the following which are the only exclusions to apply to this Coverage Part: a. Solely with respect to COVERAGE PART C — CONTRACTOR'S POLLUTION LIABILITY, this insurance does not apply to "Contractor's Pollution Liability Claim(s)" or "Loss(es)" based upon or arising out of: A. a "Pollution Event" or "Microbial Event" existing prior to the "Retroactive Date" of the policy; B. any dishonest, fraudulent, or malicious act, error or omission, or those of a knowingly wrongful nature or the intentional, willful or deliberate non-compliance with any statute, regulation, ordinance, administrative complaint, notice of violation, notice letter, executive order, or instruction of any governmental agency or body by or at the direction of an "Insured" except that this exclusion will not apply to an "Insured" who did not commit, participate in, or have knowledge of any of the acts described; C. a "Contractor's Pollution Liability Claim" made by an "Insured" against any other "Insured", however, this exclusion does not apply to clients of the "Named Insured" who are considered "Insureds" under this policy; D. a "Contractor's Pollution Liability Claim" made by an entity or individual: 1. that wholly or partially owns, operates or manages an "Insured"; or 2. in which an "Insured" has an ownership interest in excess of 20%; or 3. that is controlled, operated or managed by an "Insured"; or STF-CPP-131-C CW (11/10) Page 4 of 7 4. in which an "Insured" is an officer or director; E. any obligation of an "Insured" which could have been brought in whole or in part under a workers compensation, disability benefits or unemployment compensation law or any similar law; F. conduct by an individual, corporation, partnership or joint venture of which an "Insured" is a partner, director, officer, member, participant or employee, that is not designated in the Declarations or by Endorsement as a "Named Insured" however, this exclusion shall not apply to the "Named Insured" for "Contractor's Pollution Liability Claim(s)" alleging liability of the "Named Insured" arising out of the "Named Insured's" participation in the joint venture. Such liability is limited exclusively to the "Loss" arising out of the "Named Insured's" performance of "Technical Activities"; G. liability of others assumed by an "Insured" under any contract or agreement, however, this exclusion shall not apply to: 1. such written contracts or agreements, in effect prior to the performance of the "Technical Activities" between the "Named Insured " and its client provided that the liability for the "Loss(es)" arises from a "Pollution Event" or "Microbial Event" resulting from "Technical Activities" or "Completed Operation(s)" of the "Technical Activities" performed by the "Named Insured" or any other person, entity or organization for whom the "Named Insured" is legally responsible and the liability does not arise due to the sole negligence of the client; or 2. liability for the "Loss(es)" would have attached to an "Insured" by operation of law in the absence of such contract or agreement; H. any project that is insured under a project specific insurance policy, provided, however, that this exclusion shall not apply where your liability is found to be in excess of the limit of liability available under such project specific insurance policy which has been specifically included for excess coverage by endorsement to this policy; I. goods or products designed, manufactured, sold, handled, distributed, or supplied by an "Insured" or by others trading under its name or under license from an "Insured"; J. fines, penalties, and the multiple portion of multiplied damages; K. injury to any employee, contract employee or leased personnel of an "Insured" if such injury occurs during and in the course of said employment; or to the spouse, child, parent, brother or sister of any employee, contract employee or leased personnel of an "Insured" as a consequence of said employment; or to any obligation of an "Insured" for indemnity or contribution to another because of "Loss" arising out of such injury in the course of employment, except that this exclusion does not apply to liability assumed by the "Named Insured" under a written contract or agreement, in effect prior to the "Loss" between the "Named Insured" and its client provided that the "Loss" arises out of a "Pollution Event" or a "Microbial Event" and the "Loss" does not arise due to the sole negligence of the client; L. any consequence, whether direct or indirect, of war, invasion, act of foreign enemy, hostilities (whether war be declared or not), civil war, rebellion, revolution, insurrection or military or usurped power, strike, riot or civil commotion; M. the ownership, entrustment, maintenance, use, operation, loading or unloading of any "Automobile", aircraft, vessel or rolling stock beyond the boundaries of the site at which the "Technical Activities" are being conducted unless endorsed onto this policy. However, this exclusion shall not apply to a "Pollution Event" arising from the ownership, entrustment, maintenance, use, operation, loading or unloading of any "Automobile" or arising from waste or materials transported by or on behalf of the "Named Insured" via "automobile" during the course of performing "Technical Activities"; N. waste, contaminants, pollutants, or materials transported via "Automobile", aircraft, vessel, or rolling stock beyond the boundaries of the site at which the "Technical Activities" are being conducted once they have been finally delivered, disposed of or abandoned unless endorsed onto this policy; O. any real property or personal property owned, leased, or rented by a "Named Insured"; P. any "Pollution Event(s)" or "Loss(es)" on, at, under or coming from any location to which an "Insured" arranges for, sends or has sent materials for treatment, recycling, reclamation, storage or disposal unless endorsed onto this policy; STF-CPP-131-C CW (11/10) Page 5 of 7 Q. an "Insured's" operation or management of a "Hazardous Materials Facility" on behalf of, for the benefit of, or under contract with any other person, company or entity; R. the refusal to employ, termination of employment, coercion, evaluation, reassignment, discipline, wrongful infliction of emotional distress or other employment -related torts, harassment, discrimination, wrongful deprivation of a career opportunity, breach of any oral, written or implied employment contract or quasi -employment contract, violation of any federal, state or local statute, regulation, ordinance, common law or public policy concerning employment or discrimination in employment; b. Solely with respect to COVERAGE PART D, MITIGATION OF LOSS COVERAGE, in addition to the above exclusions this insurance does not apply to: A. A. losses of or damage to property other than property which forms the subject of the contract to which the "Technical Activities" relate; B. any actual or alleged deficiency in connection with construction means, methods, techniques, sequences or procedures; 4. Section IV. LIMITS OF LIABILITY, is amended as follows: a. The following new Coverage Parts are added: E. COVERAGE PART C 1. EACH CONTRACTOR'S POLLUTION LIABILITY CLAIM LIMIT OF LIABILITY Our liability for each "Contractor's Pollution Liability Claim" including "Claim Expenses" and "Cleanup Costs" shall not exceed the amount set out in the Declarations as Each "Contractor's Pollution Liability Claim" Limit of Liability — Coverage Part C. We shall not be obligated to pay any "Claim Expenses" or "Cleanup Costs" or undertake or continue the defense of an "Contractor's Pollution Liability Claim" after the Each "Contractor's Pollution Liability Claim" Limit of Liability has been tendered into court or exhausted by payment of "Claim Expenses" or "Cleanup Costs". 2. SELF INSURED RETENTION Our liability and obligation to indemnify you for "Claims Expenses" and "Cleanup Costs" under Coverage Part C for each "Contractor's Pollution Liability Claim" shall attach excess of the Self Insured Retention — Coverage Part C stated in the Declarations. The Self Insured Retention shall apply to each "Contractor's Pollution Liability Claim". F. COVERAGE PART D 1. EACH MITIGATION OF LOSS CLAIM LIMIT OF LIABILITY Our liability for each "Mitigation of Loss Claim" including "Actual and Necessary Costs and Expenses" or "Cleanup Costs" shall not exceed the amount set out in the Declarations as Each "Mitigation of Loss Claim" Limit of Liability — Coverage Part D. We shall not be obligated to pay any "Actual and Necessary Costs and Expenses" or "Cleanup Costs" of a "Mitigation of Loss Claim" after the Each "Mitigation of Loss Claim" Limit of Liability has been tendered into court or exhausted by payment of "Actual and Necessary Costs and Expenses" or "Cleanup Costs". 2. SELF INSURED RETENTION Our liability and obligation to indemnify you for "Actual and Necessary Costs and Expenses" under Coverage Part D for each "Mitigation of Loss Claim" shall attach excess of the Self Insured Retention — Coverage Part D stated in the Declarations. The Self Insured Retention shall apply to each "Mitigation of Loss Claim". b. Paragraph C. AGGREGATE LIMIT OF LIABILITY is deleted in its entirety and replaced with the following: C. Subject to Sections A, B, E, and F, our total liability for all "Damages", "Losses", Professional Liability Claim Expenses", "Claim Expenses", "Cleanup Costs", and "Actual and Necessary Costs and Expenses" under Coverage Parts A, B, C, and D combined shall not exceed the amount set forth in the Declarations as the Aggregate Limit of Liability — Coverage Parts A, B, C, and D. We shall not be obligated to pay any "Damages", "Losses", Professional Liability Claim Expenses", "Claim Expenses", "Cleanup Costs", and "Actual and Necessary Costs and Expenses" after the Aggregate Limit of Liability has been tendered into STF-CPP-131-C CW (11/10) Page 6 of 7 court or exhausted by payments for "Damages", "Losses", Professional Liability Claim Expenses", "Claim Expenses", "Cleanup Costs", and "Actual and Necessary Costs and Expenses 5. Section VII. CONDITIONS, Item A., ACTION AGAINST US, is amended by adding the following new subparagraph: 4. As to Coverage C and D, no action shall lie against us unless, as a condition precedent thereto, there shall have been full compliance with all of the terms and conditions of this policy, and both your liability and the amount of your obligations to pay has been finally determined either by judgment against you after an actual trial or by your written agreement with the claimant or the claimant's legal representative with our approval or in the case of Coverage D only, we have approved mitigation of loss measures taken by an "Insured". Any person or organization or the legal representative thereof who has secured such judgment or written agreement shall thereafter be entitled to recover under this policy to the extent of the insurance afforded by this policy. No person or organization shall have any right under this policy to join us as a party to any action against you to determine your liability, nor shall we be impleaded by you or your legal representative. All other provisions of this policy remain unchanged. STF-CPP-131-C CW (11/10) Page 7 of 7 Endorsement # 06 Aggregate Self -Insured Retention ZURICH Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer Add.' Prem. Return Prem. EOC 6692743-06 11/30/2016 11/30/2017 11/30/2016 18615000 Named Insured and Mailing Address: AMERESCO, INC. 111 SPEEN STREET SUITE 410 FRAMINGHAM, MA 01701-2090 Producer: ARTHUR J. GALLAGHER RISK MANAGEMENT SERVICES, INC. 470 ATLANTIC AVE BOSTON, MA 02210-2208 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Contractor's Protective Professional Indemnity and Liability Insurance Policy In consideration of the premium charged, it is hereby understood and agreed that Item 4. of the Declarations Page is amended by adding the following: An aggregate self -insured retention of $1,000,000 shall apply. Once the aggregate self -insured retention amount shown above has been met, then a maintenance self -insured retention of $25,000 shall apply to subsequent claims. ALL OTHER TERMS AND CONDITIONS OF THE POLICY SHALL APPLY AND REMAIN UNCHANGED. STF-CPP-142-A CW (04/10) Page 1 of 1 Endorsement # 07 Amendment To Waiver Of Subrogation Clients and Others Where Required By Contract ZURICH Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer Add'I Prem. Return Prem. EOC 6692743-06 11/30/2016 11/30/2017 11/30/2016 18615000 Named Insured and Mailing Address: AMERESCO, INC. 111 SPEEN STREET SUITE 410 FRAMINGHAM, MA 01701-2090 Producer: ARTHUR J. GALLAGHER RISK MANAGEMENT SERVICES, INC. 470 ATLANTIC AVE BOSTON, MA 02210-2208 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Contractor's Protective Professional Indemnity and Liability Insurance Policy In consideration of the premium charged, it is hereby understood and agreed that Section VII. CONDITIONS, paragraph N. is deleted and replaced by the following: N. SUBROGATION AND TRANSFER OF RIGHTS OF RECOVERY If we make any payment under this policy, we shall be subrogated to all your rights against any person or organization, including the right to participate with the "Insured" in the exercise of all the "Insured's" rights of recovery. You shall execute and deliver instruments and papers to us and do whatever else is necessary to secure such rights. With respect to a "Protective Indemnity Claim", this includes a written transfer to us of any assignment(s) of rights obtained under Section V. CLAIM PROVISIONS, B. PROTECTIVE INDEMNITY CLAIM PROVISIONS, paragraph 1.B. if the "Insured" has elected not to pursue same in furtherance of its "Protective Indemnity Claim". An "Insured" shall do nothing to prejudice such rights as described in this paragraph. We shall not exercise any such rights against any persons, firms, or corporations included in the definition of an "Insured" or against any entity other than a "Design Professional" if, prior to a "Claim", a waiver of subrogation was so required and accepted under a specific contractual undertaking by you. Any recovery obtained through subrogation, after expenses incurred in such subrogation are deducted by the party bearing the expense, reimbursement will be made in the following order: 1. First, to any interest who has paid any amount in excess of the Limit of Liability provided under this policy; 2. next, to us; and 3. then to any interest as are entitled to claim the remainder, if any. ALL OTHER TERMS AND CONDITIONS OF THE POLICY SHALL APPLY AND REMAIN UNCHANGED. STF-CPP-144-A CW (04/10) Page 1 of 1 Endorsement # 08 Modified Products Exclusion ZURICH Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer Add'I Prem. Return Prem. EOC 6692743-06 11/30/2016 11/30/2017 11/30/2016 18615000 Named Insured and Mailing Address: AMERESCO, INC. 111 SPEEN STREET SUITE 410 FRAMINGHAM, MA 01701-2090 Producer: ARTHUR J. GALLAGHER RISK MANAGEMENT SERVICES, INC. 470 ATLANTIC AVE BOSTON, MA 02210-2208 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Contractor's Protective Professional Indemnity and Liability Insurance Policy In consideration of the premium charged, it is hereby understood and agreed that Section III. EXCLUSIONS, Item I., is deleted in its entirety and replaced with the following; I. the design or manufacture of any goods or products which are sold or supplied by the "Insured", the "Design Professional", or by others under license from the "Insured" or the "Design Professional" which are intended for multiple sale or mass distribution, including, but not limited to, computer or software programs; ALL OTHER TERMS AND CONDITIONS OF THE POLICY SHALL APPLY AND REMAIN UNCHANGED. STF-CPP-147-A CW (04/10) Page 1 of 1 Endorsement # 09 Reduced Self -Insured Retention and Indemnity Endorsement ZURICH Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer Add'I Prem. Return Prem. EOC 6692743-06 11/30/2016 11/30/2017 11/30/2016 18615000 Named Insured and Mailing Address: AMERESCO, INC. 111 SPEEN STREET SUITE 410 FRAMINGHAM, MA 01701-2090 Producer: ARTHUR J. GALLAGHER RISK MANAGEMENT SERVICES, INC. 470 ATLANTIC AVE BOSTON, MA 02210-2208 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Contractor's Protective Professional Indemnity and Liability Insurance Policy If the "Insured" is required by contract to evidence a self -insured retention in an amount less than what is shown in Item 4 of the declarations page of this policy, then the "Insured" has the right to sign such contract and issue a certificate of insurance or other document showing a lesser self -insured retention, but only when required by contract. It is hereby understood and agreed that if a claim is based on a contract requiring a lower self -insured retention than is shown in Item 4 of the declarations page of this policy, then the self -insured retention on this policy shall be amended to be the lesser amount; provided, however, the Insured agrees to indemnify the Company for the difference between the lesser self -insured retention amount required in the contract or on the certificate of insurance or other related document and the self -insured retention amount specified in Item 4 of the declarations page of this policy. The Insured also agrees to reimburse the Company for all costs, expenses, and attorneys fees which may be incurred by the Company in enforcing this indemnity agreement. ALL OTHER TERMS AND CONDITIONS OF THE POLICY SHALL APPLY AND REMAIN UNCHANGED. STF-CPP-149-A CW (04/10) Page 1 of 1 Endorsement # 10 Rectification Indemnity Coverage m ZURICH Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer Add'I Prem. Return Prem. EOC 6692743-06 11/30/2016 11/30/2017 11/30/2016 18615000 Named Insured and Mailing Address: AMERESCO, INC. 111 SPEEN STREET SUITE 410 FRAMINGHAM, MA 01701-2090 Producer: ARTHUR J. GALLAGHER RISK MANAGEMENT SERVICES, INC. 470 ATLANTIC AVE BOSTON, MA 02210-2208 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: Contractor's Protective Professional Indemnity and Liability Insurance Policy It is agreed that the following COVERAGE PART is added to the Policy, and that Sections II. DEFINITIONS, III. EXCLUSIONS, IV. LIMITS OF LIABILITY, V. CLAIM PROVISIONS, VI. EXTENDED REPORTING PERIOD, and VII. CONDITIONS shall also apply to coverage provided under this Endorsement. COVERAGE PART — RECTIFICATION INDEMNITY COVERAGE I. INSURING AGREEMENT A. COVERAGE We shall indemnify the "Named Insured" for the "Named Insured's" "Actual and Necessary Costs and Expenses" incurred in rectifying a "Design Defect" in any part of the construction works or engineering works for any project upon which the "Named Insured" is responsible for both design and construction, provided that: 1. The "Named Insured" reports "Actual and Necessary Costs and Expenses" for a "Design Defect" as soon as practicable after discovery of such "Design Defect" but in no event after any certificate of substantial completion has been issued; 2. The "Named Insured" demonstrates to us that the "Actual and Necessary Cost and Expenses" arise out of the "Named Insured's" rendering of "Professional Services" which resulted in a "Design Defect" for which a third party could otherwise make a "Claim" against the "Named Insured". If we make any payment under this Rectification Indemnity Coverage, we shall be subrogated to all your rights against any person or organization, including the right to participate with the "Insured" in the exercise of all the "Insured's" rights of recovery. In the event an "Insured" either concurrently or subsequently files a "Protective Indemnity Claim" under this policy or a subsequent renewal for the same "Design Defect" for which the insured is undertaking or has previously undertaken rectification efforts, then any proceeds the "Insured" may receive from the "Design Professional's Insurance" shall be used to reimburse us for any payments under the Rectification Indemnity Coverage afforded under this coverage part. If the proceeds received from the "Design Professional's Insurance" are less than the amount paid by us under this Rectification Indemnity Coverage, then difference between the amount paid by us under this Rectification Indemnity Coverage and the proceeds received from the "Design Professional's Insurance" shall erode the limits of liability available under the Contractor's Protective Liability Coverage Part. In the event that a "Professional Liability Claim" arises out of the same "Design Defect" for which the insured is undertaking or has previously undertaken rectification efforts under the Rectification Indemnity Coverage under this coverage part, then the "Insured's" self insured retention obligation under the Contractor's Professional Liability Coverage Part shall be offset to the extent of the costs incurred by the "Insured" under their self insured retention obligations under the Rectification Indemnity Coverage afforded under this coverage part. Any STF-CPP-155-B CW (03/11) Page 1 of 2 payments made under this Rectification Indemnity Coverage part shall erode the limits of liability available under the Contractor's Professional Liability Coverage Part. B. ARBITRATION In the event that the "Named Insured" and we do not agree that "Actual and Necessary Costs and Expenses" presented by the "Named Insured" under this Coverage Part arises out of rectifying a "Design Defect," we mutually agree, the dispute, as to that sole issue only, shall be referred to the American Arbitration Association before a three member panel and pursuant to their then existing Construction Industry Rules for an opinion as to whether the breach was or was not the result of a "Design Defect". The panel shall be composed of one licensed attorney, one licensed "Design Professional" and one licensed contractor. The "Named Insured" and we agree to accept the opinion of a majority of the panel as final and binding upon each of us as to that issue only. II. DEFINITIONS In addition to Section II. DEFINITIONS of this policy, and solely as respects the coverage provided under Rectification Indemnity Coverage, the following Definitions shall apply: A. "Actual and Necessary Costs and Expenses" means those sums actually incurred by the "Named Insured" which are reasonably related to the efforts needed to remedy a "Design Defect" covered by this endorsement, less any overhead, profit and mark-up of the "Named Insured". B. "Design Defect" means an error, omission or negligent act in the preparation of engineering or architectural designs, plans, drawings, specifications, calculations, surveys and studies and shall not include any actual or alleged negligence in the review of shop drawings and submittals, issuance of change orders, observation of construction or review of the contractor's requests for payment. C. "Temporary Works" means formwork, structures, or mechanical plant designed and constructed for use as construction aids for a specific project. III. EXCLUSIONS In addition to Section III. EXCLUSIONS of this policy, and solely as respects the coverage provided under this Rectification Indemnity Coverage Endorsement, this insurance does not apply to: A. the failure of any "Temporary Works" to perform their intended function; B. loss of or damage to property other than property which forms the subject of the contract to which the "Professional Service" relates; C. any cost estimate being exceeded. IV. REPORTING OF ACTUAL AND NECESSARY COSTS AND EXPENSES Solely with respect to the coverage provided by this endorsement, the "Named Insured" must report the "Actual and Necessary Costs and Expenses" for a "Design Defect" to us during the policy period or any applicable Automatic Extended Reporting Period or Optional Extended Reporting Period. V. SUB -LIMIT OF LIABILITY/SELF INSURED RETENTION/RETROACTIVE DATE The following Sub -Limit of Liability and Self Insured Retention shall apply to RECTIFICATION INDEMNITY COVERAGE: Sub -Limit of Liability $6,000,000 Each Claim $6,000,000 Total for All Claims Self Insured Retention $500,000 Each Claim This Sub -Limit shall be included within the Aggregate Limit of Liability stated in the Declarations and not in addition to said limit. A retroactive date of 11/30/2011 shall apply to coverage provided under this endorsement. ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED. STF-CPP-155-B CW (03/11) Page 2 of 2 Endorsement # 11 Non -Owned Disposal Site — Offsite and Onsite Coverage ZURICH Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer Add'I Prem. Return Prem. EOC 6692743-06 11/30/2016 11/30/2017 11/30/2016 18615000 Named Insured and Mailing Address: AMERESCO, INC. 111 SPEEN STREET SUITE 410 FRAMINGHAM, MA 01701-2090 Producer: ARTHUR J. GALLAGHER RISK MANAGEMENT SERVICES, INC. 470 ATLANTIC AVE BOSTON, MA 02210-2208 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: Contractor's Protective Professional Indemnity and Liability Insurance Policy In consideration of the payment of premium and the Self Insured Retention by you and in reliance upon the statements in the Application made a part hereof, we agree with you, subject to all the terms, exclusions and conditions of the policy and associated endorsements, that the coverage provided by this Endorsement shall apply to the NON -OWNED DISPOSAL SITE(S) set forth below and the following amendments shall apply with respect to coverage provided under this endorsement only: I. NON OWNED DISPOSAL SITE(S) 1. Any location that has accepted "Waste" generated by "Technical Activities" performed by the "Named Insured" or anyone for whom the "Named Insured" is legally responsible or "Completed Operations" of the "Technical Activities" and is licensed and/or certified by the respective controlling local, state and federal agency(s) and/or authorities to accept this "Waste"; or 2. Any location that has accepted the "Waste" generated by "Technical Activities" performed by the "Named Insured" or anyone for whom the "Named Insured" is legally responsible or "Completed Operations" of the "Technical Activities" and for which the "Named Insured" has by appropriate due diligence determined is licensed and/or certified by the respective controlling local, state and federal agency(s) and/or authorities to accept this "Waste" provided that the "Named Insured" retains such documentation confirming its due diligence about the location within its control and possession and presents such documentation to us at the time of a "Claim"; or 3. Any location that has accepted "Waste" generated by "Technical Activities" performed by the "Named Insured" or anyone for whom the "Named Insured" is legally responsible or "Completed Operations" of the "Technical Activities" from a "Carrier" that the "Named Insured" or anyone for whom the "Named Insured" is legally responsible has by appropriate due diligence determined is licensed and/or certified by the respective controlling local, state and federal agency(s) and/or authorities to accept, "Transport" and dispose of the "Waste" provided that the "Named Insured" retains such documentation confirming its due diligence about the "Carrier" within its control and possession and presents such documentation to us at the time of a "Claim". II. The Limits of Liability for Coverage Part C on the policy Declarations shall be amended to add the following Non Owned Disposal Site (NODS) Sublimit of Liability: $10,000,000 NODS Each Claim Sublimit of Liability $10,000,000 NODS Aggregate Sublimit of Liability STF-CPP-156-B CW (11/10) Page 1 of 3 III. The NODS Each Claim Sublimit of Liability shown in this endorsement shall be a sublimit of the Each Claim Limit of Liability for Coverage Part C shown in the Declarations. The NODS Each Claim Sublimit of Liability shall not be in addition to the Each Claim Limit of Liability for Coverage Part C shown in the Declarations but shall erode the Each Claim Limit of Liability. The NODS Aggregate Sublimit of Liability shall be the most we shall pay for all "Claims" provided coverage under the terms of this endorsement. The NODS Aggregate Sublimit of Liability is a sublimit of the Aggregate Limits of Liability for all coverage parts as shown in the Declarations. The NODS Aggregate Sublimit of Liability shall not be in additions to the Aggregate Limits of Liability for all coverage parts as shown in the Declarations but shall erode the Aggregate Limits of Liability for all coverage parts. When the NODS Each Claims Sublimit of Liability or NODS Aggregate Sublimit of Liability is exhausted by any combinations of payment for "Claims" or "Losses" covered under this endorsement, or the Aggregate Limit of Liability for all coverage parts is exhausted, our obligations under this endorsement shall end. IV. As an exception to Exclusions N. and P. in Section III. EXCLUSIONS of the Contractor's Pollution Liability endorsement, the location(s) defined in Section I. Non -Owned Locations above are covered under that endorsement. V. A Retroactive Date of 01/14/2003 is the earliest date that a "Technical Activity" can commence for coverage to be provided under this endorsement. VI. Section III. EXCLUSIONS of the Contractor's Pollution Liability endorsement is amended to add the following exclusions applicable to coverage provided under this endorsement only: Your Locations Any location that is owned or operated in whole or in part by an "Insured" or an employee of an "Insured" or any subsidiary or affiliated company of an "Insured." Closure Post Closure The implementation of any "Closure Plan" or "Post Closure Plan". NPL / CERCLIS Location Any location that appears on the proposed or final Federal National Priorities List ("NPL") and/or any local or state equivalent, and any amendments; and/or any location that appears on the CERCLA information system ("CERCLIS") as defined by the Code of Federal Regulations, 40 CFR Part 300.5 (revised as of July 1, 2000) or any local or state equivalent, and any amendments. However, this exclusion shall not apply to locations where the waste was treated, stored or disposed prior to the location's appearance on the above lists. VII. Section II. DEFINITIONS of the Contractor's Pollution Liability endorsement shall be amended by adding the following for purposes of this endorsement only: "Closure Plan" or "Post Closure Plan" means the written documents or actions required by the Code of Federal Regulations (CFR), Title 40, Protection of Environment, including any amendments, or by similar state laws and regulations, which require the partial or final closure or post closure of a unit, facility or location. "Carrier" means any person or entity pursuant to written contract that "Transports" the "Insured's" "Waste" by "automobile," aircraft, watercraft or rolling stock. "Waste" means oil, petroleum, and materials to be disposed of, recycled, reconditioned or reclaimed. "Transport" means the movement of "Waste" in the physical possession of the "carrier". VIII. Section VII. CONDITIONS, Item J Other Insurance of the policy shall be deleted and replaced by the following: J. OTHER INSURANCE When other insurance is available to the "Insured" for "Claim" or "Loss" covered under the terms and conditions of this policy and this endorsement, our obligation to you shall be as follows: 1. The coverage provided by this policy and this endorsement shall apply as excess insurance over any other valid and collectible insurance, be it primary or excess. This excess insurance shall operate as primary insurance as a result of the receivership, insolvency, or inability to pay of any insurer with respect to both the duty to indemnify and the duty to defend. However, this does not apply to the "Insured" while acting as self insured for any coverage. STF-CPP-156-B CW (11/10) Page 2 of 3 2. Where this policy and this endorsement is excess insurance, we will pay only our share of the amount of "Loss" including "Claim Expense," if any, that exceeds the total amount of all such valid and collectible insurance. The "Insured" shall promptly upon our request provide us with copies of all policies potentially applicable against the liability covered by this endorsement. ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED. STF-CPP-156-B CW (11/10) Page 3 of 3 Endorsement # 12 Notification to Others of Cancellation ZURICH Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer Add'I Prem. Return Prem. EOC 6692743-06 11/30/2016 11/30/2017 11/30/2016 18615000 Named Insured and Mailing Address: AMERESCO, INC. 111 SPEEN STREET SUITE 410 FRAMINGHAM, MA 01701-2090 Producer: ARTHUR J. GALLAGHER RISK MANAGEMENT SERVICES, INC. 470 ATLANTIC AVE BOSTON, MA 02210-2208 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: Contractor's Protective Professional Indemnity and Liability Insurance Policy In consideration of the premium already charged, we agree with you, subject to all terms, exclusions, and conditions of the policy that: A. If we cancel this policy by written notice to the first Named Insured for any reason other than nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation: 1. To the name and address corresponding to each person or organization shown in the Schedule below; and 2. At least thirty (30) days prior to the effective date of the cancellation, as advised in our notice to the first Named Insured, or the longer number of days notice if indicated in the Schedule below. B. If we cancel this Coverage Part(s) by written notice to the first Named Insured for nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation to the name and address corresponding to each person or organization shown in the Schedule below at least 10 days prior to the effective date of such cancellation. C. If notice as described in Paragraphs A. or B. of this endorsement is mailed, proof of mailing will be sufficient proof of notice. SCHEDULE Name and Address of Other Person(s) / Organization(s): Number of Days Notice: Union Bank, N.A., as Administrative Agent Union Bank, N.A., as Collateral Agent c/o Commercial Loan Operations 1980 Saturn St. Monterey Park, CA 91754 Attention: Maria Suncin PG&E Corporation One Market Spear Tower San Francisco, CA 94105 USA MidAmerican Energy Company Attn: Insurance Services P.O. Box 657 Des Moines IA 50306-0657 USA 30 30 30 Hoosier Energy Rural Electric Cooperative, Inc. 2501 S. Cooperative 30 Way Bloomington, IN 47403 The City of Santa Clara- Office of City Clerk Attn: Street Department 1500 Warburton Avenue Santa Clara, CA 95050 30 STF-CPP-157-A CW (05/10) Page 1 of 2 South Jersey Industries, Inc. do Insurance Department One South Jersey Plaza, Route 54 Folsom, NJ 08037 30 The Arizona Board of Regents & State of Arizona on behalf of 30 Arizona State University P.O. Box 875512 Tempe AZ 85287-5512 ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED. STF-CPP-157-A CW (05/10) Page 2 of 2 Endorsement # 13 Notification to Others of Cancellation, Nonrenewal or Reduction of Insurance ZURICH Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer Add'I Prem. Return Prem. EOC 6692743-06 11/30/2016 11/30/2017 11/30/2016 18615000 Named Insured and Mailing Address: AMERESCO, INC. 111 SPEEN STREET SUITE 410 FRAMINGHAM, MA 01701-2090 Producer: ARTHUR J. GALLAGHER RISK MANAGEMENT SERVICES, INC. 470 ATLANTIC AVE BOSTON, MA 02210-2208 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: Contractor's Protective Professional Indemnity and Liability Insurance Policy In consideration of the premium already charged, we agree with you, subject to all terms, exclusions, and conditions of the policy that: A. If we cancel or non -renew this policy by written notice to the first Named Insured for any reason other than nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation or non -renewal: 1. To the name and address corresponding to each person or organization shown in the Schedule below; and 2. At least thirty (30) days prior to the effective date of the cancellation, as advised in our notice to the first Named Insured, or the longer number of days notice if indicated in the Schedule below. B. If we cancel this policy by written notice to the first Named Insured for nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation to the name and address corresponding to each person or organization shown in the Schedule below at least ten (10) days prior to the effective date of such cancellation. C. If coverage afforded by this policy is reduced or restricted, except for any reduction of Limits of Liability due to payment of claims, we will mail or deliver notice of such reduction or restriction: 1. To the name and address corresponding to each person or organization shown in the Schedule below; and 2. At least ten (10) days prior to the effective date of the reduction or restriction, or the longer number of days notice if indicated in the Schedule below. D. If notice as described in Paragraphs A., B., or C. of this endorsement is mailed, proof of mailing will be sufficient proof of such notice. SCHEDULE Name and Address of Other Person(s) / Organization(s): Number of Days Notice: Dormitory Authority - State of New York Risk Management Department 515 Broadway Albany, NY 12207 Contract #'s 127486 and 90202 MidAmerican Energy Company Attn: Insurance Services P.O. Box 657 Des Moines IA 50306-0657 USA 30 30 City of Dallas, Water Utilities Project Number: 132180 c/o CertFocus 30 PO Box 140528 Kansas City, MO 64114 STF-CPP-159-A CW (05/10) Page 1 of 2 Chicago Transit Authority- Dept of Risk Management 567 West Lake Street Chicago, IL 60661-1465 ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED. 60 STF-CPP-159-A CW (05/10) Page 2 of 2 Endorsement # 14 Coverage Part C — Primary and Non -Contributory When Required by Written Contract •9 6 ZURICH Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer Add'I Prem. I Return Prem. EOC 6692743-06 11/30/2016 11/30/2017 11/30/2016 18615000 Named Insured and Mailing Address: AMERESCO, INC. 111 SPEEN STREET SUITE 410 FRAMINGHAM, MA 01701-2090 Producer: ARTHUR J. GALLAGHER RISK MANAGEMENT SERVICES, INC. 470 ATLANTIC AVE BOSTON, MA 02210-2208 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Contractor's Protective Professional Indemnity and Liability Insurance Policy In consideration of the premium charged, it is hereby understood and agreed that Section VII. CONDITIONS, Item J. OTHER INSURANCE, is amended by adding the following: 4. Solely as respects Coverage Part C, Contractor's Pollution Liability, and only when required by written contract, this insurance shall apply as primary/non-contributory. All other terms and conditions remain. unchanged. STF-CPP-175-A CW (06/11) Page 1 of 1 Endorsement # 15 Choice of Counsel — Coverage Parts A and C ZURICH Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer Add'I Prem. Return Prem. EOC 6692743-06 11/30/2016 11/30/2017 11/30/2016 18615000 Named Insured and Mailing Address: AMERESCO, INC. 111 SPEEN STREET SUITE 410 FRAMINGHAM, MA 01701-2090 Producer: ARTHUR J. GALLAGHER RISK MANAGEMENT SERVICES, INC. 470 ATLANTIC AVE BOSTON, MA 02210-2208 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Contractor's Protective Professional Indemnity and Liability Insurance Policy In consideration of the premium charged, it is hereby understood and agreed that the following changes to the policy are made: SECTION I. INSURING AGREEMENT — COVERAGE PART A — CONTRACTOR'S PROFESSIONAL LIABILITY COVERAGE, ITEM B. DEFENSE IS DELETED IN ITS ENTIRETY AND REPLACED AS FOLLOWS: B. DEFENSE We have the right and duty to defend with counsel of our choice, any "Professional Liability Claim" seeking "Damages" to which Coverage Part A of this insurance applies. However, the "Insured" shall, subject to our consent which shall not be unreasonably withheld, have the right and the duty to designate legal counsel for the investigation, defense or settlement of a "Claim". "Professional Liability Claim Expenses" reduce the applicable Limit of Liability identified in the Declarations and as described in Section IV.A.2 SELF INSURED RETENTION. Our duty to defend all "Claims" or pay any "Claim" amounts or "Professional Liability Claim Expenses" to which this insurance applies shall end when the applicable Limit of Liability has been exhausted by the payment of "Professional Liability Claim Expenses" or "Damages". SECTION I. INSURING AGREEMENT — COVERAGE PART C — CONTRACTOR'S POLLUTION LIABILITY COVERAGE, ITEM B. DEFENSE IS DELETED IN ITS ENTIRETY AND REPLACED AS FOLLOWS: B. DEFENSE We shall have the right and duty to assume the adjustment, defense and settlement of any "Contractor's Pollution Liability Claim" to which the insurance applies. However, the "Insured" shall, subject to our consent which shall not be unreasonably withheld, have the right and the duty to designate legal counsel for the investigation, defense or settlement of a "Claim". "Contractor's Pollution Liability Claim Expense" reduces the applicable Limits of Liability set out in the Declarations as described in LIMITS OF LIABILITY section. Our duty to adjust, defend and settle all "Contractor's Pollution Liability Claims" to which this endorsement applies, pending and future, ends when the applicable Limits of Liability have been tendered into court or exhausted by payment of "Contractor's Pollution Liability Claim Expense(s)" or "Loss(es)". All other terms and conditions remain unchanged. STF-CPP-185-A CW (03/12) Page 1 of 1 Endorsement # 16 Amendment to Definition O. ZURICH Policy No Eff Cate cf Pc" Exp. Dated Pd. Eff. Date of End. Produce• Add] Prem. Reta. n Fiem. EOC ef82743-Oe 11:''t 231e 11?30.201 T 11'30i2J1e ?f0e.0000 -------- ------- Named Insured and Mailing Address: AMERESCO. INC. 111 SPEEN STREET SUITE 410 FRAMINGHAM, MA 01701-2090 Producer: WI LOAM GALLAGHER ASSOC. INSURANCE BROKERS. INC. 470 ATLANTIC AVENUE BOSTON MA 02110-2208 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided by the following: Contractor's Protective Professional Indemnity and Liability Insurance Policy In consideration of the premium charged. it is hereby understood and agreed that Section II. DEFINITIONS. O. "Professional Services" is deleted in its entirety and replaced with the following: O. "Professional Services" for purposes of Coverage Part A means those services that the "Insured". a "Design Professional", or an entity providing services under contract to a "Design Professional", are qualified to perform for others in their capacity as an architect, engineer, landscape architect. land surveyor or planner. construction manager. a LEED accredited professional. interior designer/space planner. technical or scientific consultant. energy management consultant or as specifically described by endorsement to this policy "Professional Services" includes "Technology Services" to the extent provided in conjunction with the aforementioned capacities. ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED. STF--CPP-140- A C'W 1111} Pape 1 of 1 Endorsement # 17 Amendment to Definition of Loss — Coverage Part C ZURICH Fclif tic. Eff Cate of Pol. Exp. Date d Pol. Eff. Date of End. Producer A.de I Frerr Reorn Preen. EOC a 92743-08 11,e3012018 11t30i2017 11r30;2018 93 3O3O _______ _______ Named Insured and Mailing Address: AMERESCO. INC 111 SPEEN STREET SUITE 410 FRAMINGHAM. MA 01701-2090 Producer: WILLIAM GALLAGHER ASSOC. INSURANCE BROKERS, INC. 470 ATLANTIC AVENUE BOSTON MA 02110-2208 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ ITCAREFULLY. This endorsement modifies insurance provided by the following: Contractor's Protective Professional Indemnity and Liability Insurance Policy In consideration of the premium charged. it is hereby understood and agreed that Section II DEFINITIONS_ K. "Loss{es) of the endorsement providing Coverage Part C - Contractor's Pollution Liability coverage is deleted in its entirety and replaced as follows K. "Losses" means- 1 Compensatory damages or legal obligations arising from a "Bodily Injury" including costs for medical monitoring but only when such medical monitoring is a direct result of physical injury or b. "Property Damage" including diminution in property value and stigma damage to property but only when such diminution in value or stigma damage is a direct result of physical injury to such property: 2_ and related "Contractor's Pollution Liability Claim Expense". ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED. STF CPF-140- A CW 111;'1 1y Pogo 1 of 1 Endorsement # 18 Amended Definition - "Microbial Event" ZURICH Policy tole. Eff. Date of Poi Exp. Date of Pol. Eff. Date of End Prcduce< Adel Prern. Retirn Prrnrn. E@D ee92743-3f 11 30'201e 11 0/2D17 1°'30t201e 93 3 aD ------- ------- Named Insured and Mailing Address: AMERESCO.INC. 111 SPEEN STREET SUITE 410 FRAMINGHAM MA 01701-2090 Producer: WI LLIAM GALLAGHER ASSOC. INSURANCE BROKERS. INC. 470 ATLANTIC AVENUE BOSTON. MA 02110-2208 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided by the following. Contractor's Protective Professional Indemnity and Liability Insurance Policy In consideration of the premium paid Section II. DEFINITIONS. Definition K "Microbial Event' of the endorsement providing Coverage Part C -Contractors Pollution Liability coverage is deleted in its entirety and replaced as follows: K "Microbial Event" means any "Loss" caused directly or indirectly. by 1_ any "Fungus (i)". "Spore(s)"_ or bacteria. or 2. any substance, vapor or gas produced by or arising out of any "Fungus (i)". "S pore(s)". or bacteria. For the purpose of this definition, the follcNing definitions are added: "Fungus(i)" includes. but is not limited to. a. any form or type of mold. mushroom or mildew: b. any other fungal structure; and c _ any volatile organic compounds. mycotoxins. allergenic proteins or other substances or gases produced by or arising out of any mold. mushroom. mildewy. fungal structure or "Spore(s)". 2_ "S pore(s)" means any reproductive body produced by or arising out of any "Fungus (i)". ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED. STF-CPP-140-ACWi11fl1) Page 1 of 1 Endorsement # 19 Amendment of Definition J Coverage Part C- Contractor's Pollution Liability ZURICH Policy No. Eff. Dade of Pol. Exp. Date of Pol. Eff. Date of End. Producer Add I Prem. Retijn Prem. EOC tte92743-0e 11f30'201e 11130'2D17 11,31201e 90030000 _______ _______ Named Insured and Mailing Address: AMERESCO. INC. 111 SPEEN STREET SUITE 410 FRAlv1INGHAM. MA 01701-2090 Producer. WILLIAM GALLAGHER ASSOC. INSURANCE BROKERS. INC. 470 ATLANTIC AVENUE BOSTON. MA 02110-2208 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the Contractors Protective Professional Indemnity and Liability Insurance Policy Solely as respects the endorsement adding Coverage Part C. Definition J. is deleted and replaced by the following' J "Insured" has the meaning stated in the policy and solely as to Coverage Part C shall also include the following: 1 _ Your clients or any other person or entity but only a. when required by written contract. agreement or permit executed and effective before the "Technical Activities": and b. with respect to "Technical Activities" and "Completed Operation(s)" of the "Technical Activities"; and c. for those amounts required by written contract agreement or permit not to exceed the Limits of Liability of this policy: or 2. Any other person or entity endorsed on this policy as an "Insured". All other terms and conditions remain unchanged. STF-CPP-1e7-ACw (03,11 Page 1 of 1 Endorsement # 20 Nuclear Energy Liability Exclusion - Broad Form ZURICH Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer Add'I Prem. Return Prem. EOC 6692743-06 11/30/2016 11/30/2017 11/30/2016 18615000 Named Insured and Mailing Address: AMERESCO, INC. 111 SPEEN STREET SUITE 410 FRAMINGHAM, MA 01701-2090 Producer: ARTHUR J. GALLAGHER RISK MANAGEMENT SERVICES, INC. 470 ATLANTIC AVE BOSTON, MA 02210-2208 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided by the following: Contractor's Protective Professional Indemnity and Liability Insurance Policy In consideration of the premium charged, it is agreed that this policy does not apply: A. Under any liability coverage, to "bodily injury" or "property damage"; 1. With respect to which an "insured" under the policy is also an insured under a nuclear energy liability policy issued by the Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters, Nuclear Insurance Association of Canada or any of their successors, or would be an "insured" under any such policy but for its termination upon exhaustion of its limit of liability; or 2. Resulting from the "hazardous properties" of "nuclear material" and with respect to which (i) any person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of 1954, or any law amendatory thereof, or (ii) the insured is, or had this policy not been issued would be, entitled to indemnity from the United States of America, or any agency thereof, with any person or organization. B. Under any medical payments coverage, to expenses incurred with respect to "bodily injury" resulting from the "hazardous properties" of "nuclear material" and arising out of the operation of a "nuclear facility" by any person or organization. C. Under any liability coverage, to "bodily injury" or "property damage" resulting from the "hazardous properties" of "nuclear material" if: 1. The "nuclear material" (i) is at any "nuclear facility" owned by, or operated by or on behalf of, an insured or (ii) has been discharged or dispersed there from; 2. The "nuclear material" is contained in "spent fuel" or "waste" at any time possessed, handled, used, processed, stored, transported or disposed of by or on behalf of an insured; or 3. The "bodily injury" or "property damage" arises out of the furnishing by an insured of services, materials, parts or equipment in connection with the planning, construction, maintenance, operation or use of any "nuclear facility" but if such facility is located within the United States of America, its territories or possessions or Canada, this exclusion (3) applies only to "property damage" to such a "nuclear facility" and any property thereat. D. As used in this endorsement: "Hazardous properties" include radioactive, toxic or explosive properties; "Nuclear material" means "source material", "special nuclear material" or "by-product material"; "Source material", "special nuclear material" and "by-product material" have the meanings given them in the Atomic Energy Act of 1954 or in any law amendatory thereof. STF-CPP-119-B CW (02/12) Page 1 of 2 "Spent fuel" means any fuel element or fuel component, solid or liquid, which has been used of exposed to radiation in a "nuclear reactor"; "Waste" means any waste material (1) containing "by-product material" other than the tailings or wastes produced by the extraction or concentration of uranium or thorium from any ore processed primarily for its "source material" content, and (2) resulting from the operation by any person or organization of any "nuclear facility" included under paragraphs (1) and (2) of the definition of "nuclear facility". "Nuclear facility" means: 1. Any "nuclear reactor"; 2. Any equipment or device designed or used for (i) separating the isotopes of uranium or plutonium, (ii) processing or utilizing "spent fuel" or (iii) handling, processing or packaging "waste"; 3. Any equipment or device used for the processing, fabricating or alloying of "special nuclear material" if at any time the total amount of such material in the custody of the "insured" at the premises where such equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235; 4. Any structure, basin, excavation, premises or place prepared or used for the storage or disposal of "waste"; and includes the site on which any of the foregoing is located, all operations conducted on such site and premises used for such operations; "Nuclear reactor" means any apparatus designed or used to sustain nuclear fission in a self-supporting chain reaction or to contain a critical mass of fissionable material; "Property damage" includes all forms of radioactive contamination of property. ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED. STF-CPP-119-B CW (02/12) Page 2 of 2 Endorsement # 21 Sanctions Exclusion Endorsement Policyholder: AMERESCO, INC. ZURICH® THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. The following exclusion is added to the policy to which it is attached and supersedes any existing sanctions language in the policy, whether included in an Exclusion Section or otherwise: SANCTIONS EXCLUSION Notwithstanding any other terms under this policy, we shall not provide coverage nor will we make any payments or provide any service or benefit to any insured, beneficiary, or third party who may have any rights under this policy to the extent that such cover, payment, service, benefit, or any business or activity of the insured would violate any applicable trade or economic sanctions law or regulation. The term policy may be comprised of common policy terms and conditions, the declarations, notices, schedule, coverage parts, insuring agreement, application, enrollment form, and endorsements or riders, if any, for each coverage provided. Policy may also be referred to as contract or agreement. We may be referred to as insurer, underwriter, we, us, and our, or as otherwise defined in the policy, and shall mean the company providing the coverage. Insured may be referred to as policyholder, named insured, covered person, additional insured or claimant, or as otherwise defined in the policy, and shall mean the party, person or entity having defined rights under the policy. These definitions may be found in various parts of the policy and any applicable riders or endorsements. ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED U-GU-1191-A CW (03/15) Page 1 of 1 POLICYHOLDER NOTICE Thank you for purchasing insurance from a member company of American International Group, Inc. (AIG). The AIG member companies generally pay compensation to brokers and independent agents, and may have paid compensation in connection with your policy. You can review and obtain information about the nature and range of compensation paid by AIG member companies to brokers and independent agents in the United States by visiting our website at www.aiq.com/producer-compensation or by calling 1-800-706-3102. 91222 (9/16) FORMS SCHEDULE Named Insured: AMERESCO, INC. Policy Number: BE 013791009 Effective 12:01 AM: November 30, 2016 End't. No. Form Name EXCESS LIAB DEC NAT UNION OF PA EXCESS LIAB POL FORM SCHEDULE OF UNDERLYING MA EXEMPT COMM. POLICYHLDR DISC. NOTICE POLICYHOLDER DISC - NOTICE OF TERRORISM INS COVG 1 ACT OF TERRORISM SIR 2 ADVICE OF CANCELLATION TO ENTITIES (LIMITED TO EMA 3 AMENDMENT OF CONDITIONS SECTION ENDT (CONDITION C. 4 ANTI -STACKING END - XS 5 CHANGES IN FOLLOWED POLICY ENDT. 6 CONTINUING OR PROGRESSIVE BI PD PI END 7 CRISISRESPONS AND EXCESS CASUALTY CRISISFUND 8 EXT. INSULATION AND FINISH SYST. EXCL.ENDT. 9 EMPLOYER'S LIABILITY EXCLUSION ENDORSEMENT (LIMITE 10 INDIANA AMENDATORY ENDT (DEF. OF POLLUTANTS) 11 LEAD EXCL 12 MINIMUM RETAINED LIMIT AMENDATORY ENDORSEMENT 13 NO FAULT, UNINSURED & UNDERINSURED MOTORIST EXCL 14 NOTICE OF OCCURRENCE 15 NOTIFICATION OF ACCIDENT OR OCCURRENCES ENDT 16 POLLUTION AMENDATORY ENDORSEMENT 17 UNINSURED/UNDERINSURED MOTORISTS COVERAGE ENDORSEM 18 AMENDMENT TO CANCELLATION CONDITION ENDORSEMENT 19 ELECTRONIC DATA LIMITATION ENDORSEMENT 20 EXCESS WRAP-UP LIMITATION ENDORSEMENT 21 NON -PYRAMIDING OF LIMITS/TIE IN ENDORSEMENT 22 TOTAL TERRORISM EXCLUSION ENDORSEMENT 23 VIOLATION OF COMMUNICATION OR INFORMATION LAW EXCL CIFMSC CI0226 Form Number/ Edition Date 60226 60225 UNDSCH 86777 96556 81302 107414 105854 100550 86383 100551 100552 87276 89600 115924 61718 91586 81537 62223 90693 119590 82609 MNSCPT MNSCPT MNSCPT MNSCPT MNSCPT MNSCPT (11/09) (10/04) (05/99) (10/04) (01/15) (04/06) (12/10) (07/10) (10/08) (08/04) (10/08) (10/08) (01/05) (07/10) (10/13) (12/94) (07/10) (02/03) (03/95) (07/10) (07/15) (11/09) (12/16) (12/16) (12/16) (12/16) (12/16) (12/16) AIG EXCESS LIABILITY DECLARATIONS NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. A CAPITAL STOCK COMPANY HOME OFFICE: 2595 INTERSTATE DRIVE, SUITE 103, HARRISBURG, PA 17110 ADMINISTRATIVE/MAILING ADDRESS: 175 WATER STREET, NEW YORK, NY 10038 POLICY NUMBER: BE 013791009 RENEWAL OF: 008766219 PRODUCER NAME: ARTHUR J GALLAGHER RISK MNGT SERV INC ADDRESS: 470 ATLANTIC AVE BOSTON, MA 02210 ITEM 1. NAMED INSURED: AMERESCO, INC. ITEM 2. ADDRESS: 111 SPEEN ST STE 410 FRAMINGHAM, MA 01701-2090 POLICY PERIOD: FROM: November 30, 2016 TO: November 30, 2017 AT 12:01 A.M. STANDARD TIME AT THE ADDRESS OF THE NAMED INSURED SHOWN ABOVE. ITEM 3. LIMITS OF INSURANCE: The Limits of Insurance, subject to all the terms of this policy, are: $25,000,000 $25,000,000 Each Occurrence Annual Aggregate (as defined in the First Underlying Insurance Policy) ITEM 4. SCHEDULE OF UNDERLYING INSURANCE: First Underlying Insurance Policy Insurer, Policy No. and Term Applicable Limits Other Underlying Insurance Applicable Limits ITEM 5. POLICY PREMIUM: $265,600.00 ITEM 6. ENDORSEMENTS ATTACHED: SEE ATTACHED SCHEDULE Each Occurrence Annual Aggregate (where applicable) Each Occurrence Annual Aggregate (where applicable) COUNTERSIGNED BY 60226 (11/09) D AT E AH 2694 AUTHORIZED REPRESENTATIVE EXCESS LIABILITY POLICY FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy, the words "you" and "your" refer to the Named Insured as shown in Item 1 of the Declarations. The words "we", "us" and "our" refer to the Company providing this insurance. In consideration of the payment of the premium and in reliance upon the statements in the Declarations, we agree with you to provide coverage as follows: INSURING AGREEMENTS I. Coverage A. We will pay on your behalf the Ultimate Net Loss in excess of the Underlying Insurance as shown in Item 4 of the Declarations, but only up to an amount not exceeding our Limits of Insurance as shown in Item 3 of the Declarations. Except for the terms, definitions, conditions and exclusions of this policy, the coverage provided by this policy shall follow the terms, definitions, conditions and exclusions of the First Underlying Insurance Policy as shown in Item 4 of the Declarations. B. The Limits of Insurance shown in Item 3 of the Declarations state the most we will pay regardless of the number of Insureds, claims made or suits brought or persons or organizations making claims or bringing suits. C. Maintenance of Underlying Insurance The limits of insurance of the Underlying Insurance shown in Item 4 of the Declarations shall be maintained in full effect during the period of this policy except for any reduction or exhaustion of aggregate limits contained therein solely by the payment for damages for accidents or occurrences, whichever is applicable, that take place during each annual period of this policy and that are insured by this policy. If you fail to comply with this requirement, we will only be liable to the same extent that we would had you fully complied with this requirement. II. Definitions A. Ultimate Net Loss The term "Ultimate Net Loss" means the amount payable in settlement of the liability of the Insured after making deductions for all recoveries and for other valid and collectible insurance, excepting however the Underlying Insurance shown in Item 4 of the Declarations. B. Each Annual Period The term "Each Annual Period" means each consecutive period of one year commencing from the inception date of this policy. C. Pollutants The term "Pollutants" means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste material. Waste material includes materials which are intended to be or have been recycled, reconditioned or reclaimed. 60225 (10/04) AH0038 (1) D. Hostile Fire The term "hostile fire" means one which becomes uncontrollable or breaks out from where it was intended to be. III. Conditions A. Cancellation 1. You may cancel this policy. You must mail or deliver advance written notice to us stating when the cancellation is to take effect. 2. We may cancel this policy. If we cancel because of non-payment of premium, we must mail or deliver to you not less than ten (10) days advance written notice stating when the cancellation is to take effect. If we cancel for any other reason, we must mail or deliver to you not less than thirty (30) days advance written notice stating when the cancellation is to take effect. Mailing that notice to you at your mailing address shown in Item 1 of the Declarations will be sufficient to prove notice. 3. The policy period will end on the day and hour stated in the cancellation notice. 4. If we cancel, earned premium will be calculated pro rata based on the time this policy was in force. 5. If you cancel, earned premium will be more than pro rata; it will be based on the time this policy was in force and increased by our short rate cancellation table and procedure. 6. Premium adjustment may be made at the time of cancellation or as soon as practicable thereafter but the cancellation will be effective even if we have not made or offered any refund due you. Our check or our representative's check, mailed or delivered, shall be sufficient tender of any refund due you. 7. The first Named Insured in Item 1 of the Declarations shall act on behalf of all other Insureds with respect to the giving and receiving of notice of cancellation and the receipt of any refund that may become payable under this policy. 8. Any of these provisions that conflict with a law that controls the cancellation of the insurance in this policy is changed by this statement to comply with that law. B. Changes You must promptly notify us of any coverage or limit changes made after the inception date of this policy to the First Underlying Insurance Policy as shown in Item 4 of the Declarations. C. Defense We will not be obligated to assume charge of the investigation, settlement or defense of any claim made, suit brought or proceeding instituted against the Insured. We will, however, have the right and shall be given the opportunity to participate in the defense and trial of any claims, suits or proceedings relative to any accident or occurrence which, in our opinion, may create liability on our part under the terms of this policy. If we exercise such right, we will do so at our own expense. D. Notification of Accidents or Occurrences You must see to it that we are notified as soon as practicable of any accident or occurrence which may result in any claim or suit under this policy. E. Premium The first Named Insured shown in Item 1 of the Declarations shall be responsible for payment of all premiums when due. 60225 (10/04) AH0038 (2) At the beginning of the policy period, you must pay us the Policy Premium shown in Item 5 of the Declarations. If this policy is cancelled, we will compute the earned premium for the time this policy was in force. If the earned premium is less than the Policy Premium, we will return the difference to you. F. Bankruptcy or Insolvency Your bankruptcy, insolvency or inability to pay or the bankruptcy, insolvency or inability to pay of any of your underlying insurers will not relieve us from the payment of any claim covered by this policy. But under no circumstances will such bankruptcy, insolvency or inability to pay require us to drop down and replace the Underlying Insurance or assume any obligation within the Underlying Insurance area. IV. Exclusions This insurance shall not apply to: A. 1. Ultimate Net Loss arising out of the manufacture of, mining of, use of, sale of, installation of, removal of, distribution of or exposure to asbestos, asbestos products, asbestos fibers or asbestos dust; or 2. Any obligation of the Insured to indemnify any party because of damages arising out of such Ultimate Net Loss as a result of the manufacture of, mining of, use of, sale of, installation of, removal of, distribution of or exposure to asbestos, asbestos products, asbestos fibers or asbestos dust; or 3. Any obligation to defend any suit or claim against the Insured seeking damages, if such suit or claim arises from Ultimate Net Loss as a result of the manufacture of, mining of, use of, sale of, installation of, removal of, distribution of or exposure to asbestos, asbestos products, asbestos fibers or asbestos dust. B. 1. Ultimate Net Loss arising out of the actual or threatened discharge, dispersal, seepage, migration, release or escape of pollutants anywhere in the world; 2. Any loss, cost or expense arising out of any governmental direction or request that we, the Insured or any other person or organization test for, monitor, clean-up, remove, contain, treat, detoxify, neutralize or assess the effects of pollutants; or 3. Any loss, cost, or expense, including but not limited to costs of investigation or attorney's fees, incurred by a governmental unit or any other person or organization to test for, monitor, clean-up, remove, contain, treat, detoxify or neutralize pollutants. This exclusion B. shall not apply to Ultimate Net Loss arising out of: 1. Heat, smoke or fumes from a hostile fire; 2. The upset, overturn or collision of a motor vehicle; or 3. The Products -Completed Operations Hazard. C. Ultimate Net Loss: 60225 (10/04) AH0038 1. a. with respect to which the Insured is also an Insured under a nuclear energy liability policy issued by Nuclear Energy Liability -Property Insurance Assoc., Mutual Atomic Energy Liability Underwriters or Nuclear Insurance Association of Canada, or would be an Insured under any such policy but for its termination upon exhaustion of its limit of liability; or (3) 60225 (10/04) AH0038 b. resulting from the hazardous properties of nuclear material and with respect to which (1) any person or any organization is required to maintain financial protection pursuant to the Atomic Energy Act of 1954, or any law amendatory thereof, (2) the Insured is, or had this policy not been available would be, entitled to indemnity from the United States of America or any agency thereof, under any agreement entered into by the United States of America or any agency thereof, with any person or organization. 2. Ultimate Net Loss resulting from the hazardous properties of nuclear material, if: a. the nuclear material (1) is at any nuclear facility owned by the Insured or operated by the Insured or on the Insured's behalf, or (2) has been discharged or dispensed therefrom; b. the nuclear material is contained in spent fuel or waste at any time possessed, handled, used, processed, stored, transported or disposed of by the Insured or on the Insured's behalf; or c. the Ultimate Net Loss arises out of the furnishing by the Insured of services, materials, parts or equipment in connection with the planning, construction, maintenance, operation or use of any nuclear facility, but if such facility is located within the United States of America, its territories or possessions or Canada, this exclusion c. applies only to Property Damage to such nuclear facility and any property thereat. 3. As used in this exclusion: a. "hazardous properties" includes radioactive, toxic or explosive properties; b. "nuclear material" means source material, special nuclear material or by-product material; c. "source material", "special nuclear material" and "by-product material" have the meanings given them in the Atomic Energy Act of 1954 or any law amendatory thereof; d. "spent fuel" means any fuel element or fuel component, solid or liquid, which has been used or exposed to radiation in a nuclear reactor; e. "waste" means any waste material (1) containing by-product material and (2) resulting from the operation by any person or organization of a nuclear facility included within the definition of nuclear facility below; f. "nuclear facility" means: (1) any nuclear reactor, (2) any equipment or device designed or used for (i) separating the isotopes of uranium or plutonium, (ii) processing or utilizing spent fuel, or Oil) handling, processing or packaging wastes, (3) any equipment or device used for the processing, fabricating, or alloying of special nuclear material if at any time the total amount of such material in the Insured's custody at the premises where such equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235, (4) 9• (4) any structure, basin, excavation, premises or place prepared or used for storage or disposal of waste, and includes the site on which any of the foregoing is located, all operations conducted on such site and all premises used for such operations; "nuclear reactor" means any apparatus designed or used to sustain nuclear fission in a self-supporting chain reaction or to contain a critical mass of fissionable material; h. Ultimate Net Loss includes all forms of radioactive contamination of property. IN WITNESS WHEREOF, the Insurer has caused this Policy to be signed by its President, Secretary and Authorized Representative. SECRETARY PRESIDENT This Policy shall not be valid unless signed below at the time of issuance by an authorized representative of the insurer. Authorized Representative 60225 (10/04) AH0038 (5) SCHEDULE OF UNDERLYING INSURANCE Issued to: AMERESCO, INC. By: NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. Policy Number: BE 013791009 TYPE OF POLICY OR COVERAGE GENERAL LIABILITY (AMERESCO, INC.) GENERAL LIABILITY (AMERESCO SOLAR HOLDINGS) EMPLOYEE BENEFITS LIABILITY (AMERESCO, INC.) AUTO LIABILITY (AMERESCO, INC.) UNDSCH (5/99) AH0006 INSURER, POLICY NO. AND POLICY PERIOD Zurich American Insurance Company G LO-5852388-04 11/30/16 11/30/17 Zurich American Insurance Company G LO-0111954-02 11/30/16 11/30/17 Zurich American Insurance Company G LO-5852388-04 11/30/16 11/30/17 Zurich American Insurance Company BAP-5852387-04 LIMITS $2,000,000 EACH OCCURRENCE $4,000,000 GENERAL AGGREGATE $4,000,000 PRODUCTS & COMPLETED OPS. AGGREGATE $4,000,000 DESIGNATED LOCATION(S) GENERAL AGGREGATE $4,000,000 DESIGNATED CONSTRUCTION PROJECT(S) GENERAL AGGREGATE Defense Expenses are in addition to the limit $2,000,000 EACH OCCURRENCE $4,000,000 GENERAL AGGREGATE $4,000,000 PRODUCTS & COMPLETED OPS. AGGREGATE $4,000,000 DESIGNATED CONSTRUCTION PROJECTS) GENERAL AGGREGATE $4,000,000 DESIGNATED LOCATION(S) GENERAL AGGREGATE Defense Expenses are in addition to the limit $1,000,000 EACH ACT, ERROR OR OMISSION $1,000,000 AGGREGATE LIMIT Defense Expenses are in addition to the limit $1,000,000 COMBINED SINGLE LIMIT SCHEDULE OF UNDERLYING INSURANCE Issued to: AMERESCO, INC. Policy Number: BE 013791009 By: NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. TYPE OF POLICY INSURER, POLICY NO. OR COVERAGE AND POLICY PERIOD LIMITS AUTO LIABILITY (AMERESCO SOLAR HOLDINGS) AUTO LIABILITY (AMERESCO/PACIFIC ENERGY JV) (HIRED & NON -OWNED) EMPLOYERS LIABILITY (AMERESCO, INC.) (ALL OTHER STATES) 11/30/16 11/30/17 Zurich American Insurance Company BAP-0111953-02 11/30/16 11/30/17 Zurich American Insurance Company BAP-5761829-03 11/30/16 11/30/17 Defense Expenses are in addition to the limit $1,000,000 COMBINED SINGLE LIMIT Defense Expenses are in addition to the limit $1,000,000 COMBINED SINGLE LIMIT Defense Expenses are in addition to the limit Zurich American $1,000,000 Insurance Company BODILY INJURY BY ACCIDENT WC-5953945-03 $1,000,000 11/30/16 BODILY INJURY BY DISEASE(EACH 11/30/17 EMPLOYEE) $1,000,000 BODILY INJURY BY DISEASE(POLICY LIMITS) Defense Expenses are in addition to the limit EMPLOYERS LIABILITY Zurich American STATUTORY (AMERESCO, INC.) Insurance Company BODILY INJURY BY ACCIDENT (NY AND MA) WC-5953945-03 STATUTORY 11/30/16 BODILY INJURY BY DISEASE(EACH 11/30/17 EMPLOYEE) STATUTORY BODILY INJURY BY DISEASE(POLICY LIMITS) Defense Expenses are in addition to the limit UNDSCH (5/99) AH0006 SCHEDULE OF UNDERLYING INSURANCE Issued to: AMERESCO, INC. By: NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. Policy Number: BE 013791009 TYPE OF POLICY OR COVERAGE EMPLOYERS LIABILITY (AMERESCO SOLAR HOLDINGS) (MA) EMPLOYERS LIABILITY (AMERESCO/PACIFIC ENERGY JV) (HI) FOREIGN GENERAL LIABILITY (AMERESCO, INC.) FOREIGN EMPLOYEE BENEFITS LIABILITY FOREIGN AUTOMOBILE LIABILITY UNDSCH (5/99) AH0006 INSURER, POLICY NO. AND POLICY PERIOD Zurich American Insurance Company WC-0111955-02 11/30/16 11/30/17 Zurich American Insurance Company WC-5761830-04 11/30/16 11/30/17 ACE American Insurance Company PHFD38558225 003 11/30/16 11/30/17 ACE American Insurance Company PHFD38558225 003 11/30/16 11/30/17 ACE American Insurance Company PHFD38558225 003 LIMITS STATUTORY BODILY INJURY BY ACCIDENT STATUTORY BODILY INJURY BY DISEASE(EACH EMPLOYEE) STATUTORY BODILY INJURY BY DISEASE(POLICY LIMITS) Defense Expenses are in addition to the limit $1,000,000 BODILY INJURY BY ACCIDENT $1,000,000 BODILY INJURY BY DISEASE(EACH EMPLOYEE) $1,000,000 BODILY INJURY BY DISEASE(POLICY LIMITS) Defense Expenses are in addition to the limit $4,000,000 EACH OCCURRENCE $8,000,000 GENERAL AGGREGATE $4,000,000 PRODUCTS & COMPLETED OPS. AGGREGATE Defense Expenses are in addition to the limit $1,000,000 EACH CLAIM $1,000,000 ANNUAL AGGREGATE Defense Expenses are in addition to the limit $1,000,000 COMBINED SINGLE LIMIT SCHEDULE OF UNDERLYING INSURANCE Issued to: AMERESCO, INC. Policy Number: BE 013791009 By: NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. TYPE OF POLICY INSURER, POLICY NO. OR COVERAGE AND POLICY PERIOD LIMITS FOREIGN EMPLOYERS LIABILITY UNDSCH (5/99) AH0006 11/30/16 11/30/17 Defense Expenses are in addition to the limit ACE American $1,000,000 Insurance Company BODILY INJURY BY ACCIDENT PHFD38558225 003 $1,000,000 11/30/16 BODILY INJURY BY DISEASE(EACH 11/30/17 EMPLOYEE) $1,000,000 BODILY INJURY BY DISEASE (POLICY LIMITS) Defense Expenses are in addition to the limit AUTHORIZED REPRESENTATIVE MASSACHUSETTS EXEMPT COMMERCIAL POLICYHOLDER DISCLOSURE NOTICE The policy applied for is not subject to all of the provisions of the insurance law that apply to other commercial lines products and may contain significant differences from a policy that is subject to all provisions of insurance law. Please refer to the attached quote slip for a list of applicable terms, conditions, limitations, exclusions, and endorsements. I hereby acknowledge that I have read the above disclosure notice and have received a copy of the same. Date: Insured's Signature: 86777 (10/04) AH1384 POLICYHOLDER DISCLOSURE NOTICE OF TERRORISM INSURANCE COVERAGE (COVERAGE INCLUDED) Coverage for acts of terrorism is included in your policy. You are hereby notified that under the Terrorism Risk Insurance Act, as amended in 2015, the definition of act of terrorism has changed. As defined in Section 102(1) of the Act: The term "act of terrorism" means any act that is certified by the Secretary of the Treasury -in consultation with the Secretary of Homeland Security, and the Attorney General of the United States -to be an act of terrorism; to be a violent act or an act that is dangerous to human life, property, or infrastructure; to have resulted in damage within the United States, or outside the United States in the case of certain air carriers or vessels or the premises of a United States mission; and to have been committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion. Under your coverage, any losses resulting from certified acts of terrorism may be partially reimbursed by the United States Government under a formula established by the Terrorism Risk Insurance Act, as amended. However, your policy may contain other exclusions which might affect your coverage, such as an exclusion for nuclear events. Under the formula, the United States Government generally reimburses 85% through 2015; 84% beginning on January 1, 2016; 83% beginning on January 1, 2017; 82% beginning on January 1, 2018; 81% beginning on January 1, 2019 and 80% beginning on January 1, 2020, of covered terrorism losses exceeding the statutorily established deductible paid by the insurance company providing the coverage. The Terrorism Risk Insurance Act, as amended, contains a $100 billion cap that limits U.S. Government reimbursement as well as insurers' liability for losses resulting from certified acts of terrorism when the amount of such losses exceeds $100 billion in any one calendar year. If the aggregate insured losses for all insurers exceed $100 billion, your coverage may be reduced. The portion of your annual premium that is attributable to coverage for acts of terrorism is $2,630.00, and does not include any charges for the portion of losses covered by the United States government under the Act. 96556 (1/15) 2015 National Association of Insurance Commissioners ENDORSEMENT No. 1 This endorsement, effective 12:01 AM: November 30, 2016 Forms a part of policy no: BE 013791009 Issued to: AMERESCO, INC. By: NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. Excess Liability Policy Form Act of Terrorism Self -Insured Retention Endorsement Solely with respect to any Act of Terrorism, this policy is amended as follows: ITEM 3. OF THE DECLARATIONS, LIMITS OF INSURANCE is amended to include the following Self Insured Retention: ACT OF TERRORISM SELF -INSURED RETENTION - 2,000,000 each occurrence (As respects all liability covered under this policy arising out of any Act of Terrorism.) The Act of Terrorism Self -Insured Retention will not be reduced or exhausted by Defense Expenses. ITEM 5. OF THE DECLARATIONS, POLICY PREMIUM is amended to include the following: Act of Terrorism Premium $2,630 Section I. Coverage, is amended to include the following additional provisions: The Act of Terrorism Self -Insured Retention applies whether or not there is any available Scheduled Underlying Insurance or Other Insurance providing coverage to the Insured. If there is Scheduled Underlying Insurance or Other Insurance providing coverage to the Insured, amounts received through such Scheduled Underlying Insurance or Other Insurance for payment of the Loss may be applied to reduce or exhaust the Act of Terrorism Self -Insured Retention. However, in no event will amounts received through such Scheduled Underlying Insurance or Other Insurance for the payment of Defense Expenses reduce the Act of Terrorism Self -Insured Retention. Section II. Definitions is amended to include the following additional definitions: The term "Act of Terrorism" means: 1. any act which is verified or recognized by the United States Government as an act of terrorism, including a certified "act of terrorism" defined by Section 102. Definitions., of the Terrorism Risk Insurance Act of 2002 and any revisions, amendments, or extensions thereto; or 2. the use or threatened use of force or violence against person or property, or commission of an act dangerous to human life or property, or commission of an act that interferes with or disrupts an electronic or communication system, undertaken by any person or group, whether or not acting on behalf of or in connection with any organization, government, power, authority or military force, when the effect is to intimidate, coerce or harm a government, the civilian population or any segment thereof, or to disrupt any segment of the economy. The term "Defense Expenses" means any payment allocated to a specific loss, claim or suit for its investigation, settlement or defense, including but not limited to: 81302 (4/06) AH1814 Page 1 of 2 1. Attorney's fees and all other investigation, loss adjustment and litigation expenses; 2. Premiums on bonds to release attachments; 3. Premiums on appeal bonds required by law to appeal any claim or suit; 4. Costs taxed against the Named Insured in any claim or suit; 5. Pre -judgment interest awarded against the Named Insured; and 6. Interest that accrues after entry of judgment. The term "Loss" means those sums actually paid as judgments or settlements. All other terms and conditions of this policy remain unchanged. 81302 (4/06) AH1814 Authorized Representative or Countersignature (in States Where Applicable) Page 2 of 2 ENDORSEMENT No. 2 This endorsement, effective 12:01 AM: November 30, 2016 Forms a part of policy no: BE 013791009 Issued to: AMERESCO, INC. By: NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADVICE OF CANCELLATION TO ENTITIES OTHER THAN THE NAMED INSURED LIMITED TO E-MAIL NOTIFICATION This policy is amended as follows: In the event that the Insurer cancels this policy for any reason other than non payment of premium, and 1. The cancellation effective date is prior to this policy's expiration date; 2. The First Named Insured is under an existing contractual obligation to notify a certificate holder when this policy is canceled (hereinafter, the "Certificate Holder(s)"); and has provided to the Insurer, either directly or through its broker of record, the email address of the contact at such entity, and the Insurer received this information after the First Named Insured receives notice of cancellation of this policy and prior to this policy's cancellation effective date, via an electronic spreadsheet that is acceptable to the Insurer, the Insurer will provide advice of cancellation (the "Advice") via e-mail to such Certificate Holders. Proof of the Insurer emailing the Advice, using the information provided by the First Named Insured, will serve as proof that the Insurer has fully satisfied its obligations under this endorsement. This endorsement does not affect, in any way, coverage provided under this policy or the cancellation of this policy or the effective date thereof, nor shall this endorsement invest any rights in any entity not insured under this policy. The following Definitions apply to this endorsement: 1. First Named Insured means the Named Insured shown on the Declarations Page of this policy. 2. Insurer means the insurance company shown in the header on the Declarations Page of this policy. All other terms, conditions and exclusions shall remain the same. 107414 (12/10) AH 3044 AUTHORIZED REPRESENTATIVE Page 1 of 1 ENDORSEMENT No. 3 This endorsement, effective 12:01 AM: November 30, 2016 Forms a part of policy no: BE 013791009 Issued to: AMERESCO, INC. By: NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. EXCESS LIABILITY POLICY FORM Amendment of Conditions Section (Amendment of Condition C. Defense) This policy is amended as follows: Section III. Conditions, Paragraph C. Defense is deleted in its entirety and replaced by the following: C. Defense: a. We Will have the duty to assume charge of the settlement or defense of any claim made, suit brought, or proceeding instituted against the Insured that seeks payment for Ultimate Net Loss when, and only when all Underlying Insurance Policies, shown in the DECLARATIONS have been exhausted solely by the payments for damages for accidents or occurrences, whichever is applicable, covered by this policy, that take place during each annual period of this policy. b. Prior to exhaustion of the First Underlying Insurance Policy(ies),we will not be obligated to assume charge of the investigation, settlement or defense of any claim made, suit brought or proceeding instituted against the Insured. We will, however, have the right and shall be given the opportunity to participate in the defense and trial of any claims, suits or proceedings relative to any accident or occurrence which, in our opinion, may create liability on our part under the terms of this policy. If we exercise such right, we will do so at our own expense. All other terms and conditions of this policy remain unchanged. 105854 (7/10) AH2924 Authorized Representative Page 1 of 1 ENDORSEMENT No. 4 This endorsement, effective 12:01 AM: November 30, 2016 Forms a part of policy no: BE 013791009 Issued to: AMERESCO, INC. By: NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. EXCESS LIABILITY POLICY FORM Anti -Stacking Endorsement This policy is amended as follows: Section III. Conditions is amended to include the following additional condition: Anti -Stacking If this insurance and any other insurance, provided by us or any other of our affiliated companies will apply to the same claim, suit or occurrence, the maximum limit of insurance under all insurance available will not exceed the highest applicable limit of insurance available under any one policy. However, this condition will not apply if the insurance is specifically written to be excess of this policy. All other terms and conditions of this policy remain unchanged. Authorized Representative 100550 (10/08) AH2873 ENDORSEMENT No. 5 This endorsement, effective 12:01 AM: November 30, 2016 Forms a part of policy no: BE 013791009 Issued to: AMERESCO, INC. By: NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. Excess Liability Policy Form Changes In Followed Policy Endorsement The policy is amended as follows: Section III. Conditions, Paragraph B. is deleted in its entirety and replaced by the following: Changes You must promptly notify us in writing of any coverage or limit changes made after the inception date of this policy to the First Underlying Insurance Policy as shown in Item 4 of the Declarations. Subject to the terms, definitions, conditions and exclusions of this policy, the coverage provided by this policy shall follow such changes on the effective date of the changes in the First Underlying Insurance Policy, but only if: 1. We agree to amend this policy by endorsement to reflect such changes; and 2. You agree to and pay any additional premium relating to such changes when due. All other terms and conditions of this policy remain unchanged. Authorized Representative or Countersignature (in States Where Applicable) 86383 (8/04) AH1389 ENDORSEMENT No. 6 This endorsement, effective 12:01 AM: November 30, 2016 Forms a part of policy no: BE 013791009 Issued to: AMERESCO, INC. By: NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. EXCESS LIABILITY POLICY FORM Continuing or Progressive Bodily Injury, Property Damage or Personal Injury Endorsement The policy is amended as follows: Section I. Coverage is amended to include the following additional provisions: In the event of continuing or progressive bodily injury, property damage or personal injury over any length of time, we will have no duty to defend or investigate any occurrence, offense, claim or suit unless: 1. Such bodily injury, property damage or personal injury first commenced during the policy period; and 2. The applicable limits of insurance of the Underlying Insurance shown in Item 4 of the Declarations and the limits of insurance of any other underlying insurance providing coverage to you have been exhausted by payment of claims to which this policy applies. Section II. Definitions is amended to include the following: Occurrence The term "Occurrence", under this policy, shall mean the definition given to that term, or the equivalent thereof, in the First Underlying Insurance Policy shown in Item 4 of the Declarations. However, in the event of: 1. Continuing or progressive bodily injury or property damage over any length of time, such bodily injury or property damage shall be deemed to be one Occurrence and shall be deemed to occur only when such bodily injury or property damage first commenced. 2. Continuing or progressive personal injury over any length of time, such personal injury shall be deemed to be one Occurrence or offense and shall be deemed to occur or be committed only when such personal injury first commenced. Section IV. Exclusions is amended to include the following additional exclusion: This insurance shall not apply to: Bodily injury, property damage or personal injury which is continuing or progressive and which first commenced prior to the inception date of this policy. This exclusion shall apply whether or not your legal obligation to pay damages for bodily injury, property damage or personal injury was established before the inception date of this policy. Section III. Conditions is amended to include the following additional conditions: 100551 (10/08) Page 1 of 2 AH2554 Obligations of Other Insurers Nothing herein shall be interpreted to relieve any other insurer from obligations under policies issued to you, which provide coverage for all or part of any continuing or progressive bodily injury, property damage or personal injury. Defects and Deficiencies in Buildings and Real Property With respect to any alleged defects or deficiencies in any building or real property, this endorsement applies separately to each alleged defect or deficiency. All other terms, definitions, conditions, and exclusions of this policy remain unchanged. Authorized Representative or Countersignature (Where Applicable) 100551 (10/08) Page 2 of 2 AH2554 ENDORSEMENT No. 7 This endorsement, effective 12:01 AM: November 30, 2016 Forms a part of policy no: BE 013791009 Issued to: AMERESCO, INC. By: NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. EXCESS LIABILITY POLICY FORM CrisisResponse®and Excess Casualty CrisisFund°and Schedule A - Approved Crisis Management Firms (Advancement of CrisisResponse Costs during a Crisis Management Event and Crisis Communications Management Insurance) Additional Declarations Item 1. CrisisResponse Limit of Insurance: $250,000 Each Crisis Management Event And Aggregate Item 2. Crisis Management Limit of Insurance: $50,000 Each Crisis Management Event And Aggregate Item 3. Premium: N/A This policy is amended to provide for Advancement of CrisisResponse Costs during a Crisis Management Event and Crisis Communications Management Insurance pursuant to the terms, definitions, conditions and exclusions set forth below: I. INSURING AGREEMENTS-CrisisResponse®and Excess Casualty CrisisFund® The following insuring agreements section is added to this policy for the purpose of the coverage provided by this endorsement: A. Advancement of CrisisResponse Costs during a Crisis Management Event We will advance on behalf of the Named Insured CrisisResponse Costs that may be associated with damages covered by this policy arising from a Crisis Management Event first commencing during the Policy Period, up to the amount of the CrisisResponse Limit of Insurance. We will advance CrisisResponse Costs that may be associated with damages covered by this policy directly to third parties. B. Crisis Communications Management Insurance We will pay on behalf of the Named Insured Crisis Management Loss arising from a Crisis Management Event first commencing during the Policy Period, up to the amount of the Crisis Management Limit of Insurance. C. A Crisis Management Event shall first commence at the time during the Policy Period when a Key Executive first becomes aware of an Occurrence that gives rise to a Crisis Management Event and shall end at the earliest of the time when we determine that a crisis no longer exists or when the CrisisResponse Limit of Insurance and/or the Crisis Management Limit of Insurance, whichever applies, has been exhausted. 100552 (10/08) Page 1 of 9 AH2555 D. There shall be no Self -Insured Retention applicable to CrisisResponse Costs or CrisisResponse Management Loss. We shall pay such CrisisResponse Costs or CrisisResponse Management Loss from first dollar, subject to other terms and conditions of this endorsement. II. LIMITS OF INSURANCE The following provisions are added to Section I. Coverage for the purpose of the coverage provided by this endorsement: A. The CrisisResponse Limit of Insurance is the most we will pay for all CrisisResponse Costs under this policy, regardless of the number of Crisis Management Events first commencing during the Policy Period. The CrisisResponse Limit of Insurance shall be in addition to the Limits of Insurance shown in Item 3 of the Declarations of this policy. B. The Crisis Management Limit of Insurance is the most we will pay for all Crisis Management Loss under this policy, regardless of the number of Crisis Management Events first commencing during the Policy Period. This Crisis Management Limit of Insurance shall be in addition to the Limits of Insurance shown in Item 3 of the Declarations of this policy. C. We will have no obligation to advance CrisisResponse Costs or to pay Crisis Management Loss from the earliest of the time when we determine that a Crisis Management Event has ended or when the CrisisResponse Limit of Insurance and/or the Crisis Management Limit of Insurance, whichever applies, has been exhausted. III. DEFINITIONS The following definitions are added to Section II. Definitions for the purpose of the coverage provided by this endorsement: A. Crisis Management Event means an Occurrence that in the good faith opinion of a Key Executive of the Named Insured, in the absence of Crisis Management Services, has reasonably been associated with or may be associated with: 1. damages covered by this policy that are in excess of the Underlying Insurance applicable to such damages; and 2. significant adverse regional or national news media coverage. Crisis Management Event shall include, without limitation, man-made disasters such as explosions, major crashes, multiple deaths, burns, dismemberment, traumatic brain injury, permanent paralysis, or contamination of food, drink or pharmaceuticals. B. Crisis Management Firm means any public relations firm or crisis management firm approved by us that is hired by the Named Insured to perform Crisis Management Services in connection with a Crisis Management Event. Attached to and forming a part of this endorsement is a Schedule of firms that have been pre -approved by us and may be hired by the Named Insured without further approval by us. C. Crisis Management Limit of Insurance means the Crisis Management of Limit of Insurance shown in Item 2 of the Additional Declarations of this endorsement. D. Crisis Management Loss means the following amounts incurred during a Crisis Management Event: 1. Amounts for the reasonable and necessary fees and expenses incurred by a Crisis Management Firm in the performance of Crisis Management Services for the Named Insured solely arising from a covered Crisis Management Event; and 2. Amounts for reasonable and necessary printing, advertising, mailing of materials, or travel by directors, officers, employees or agents of the Named Insured or a Crisis Management Firm incurred at the direction of a Crisis Management Firm, solely arising from a covered Crisis Management Event. 100552 (10/08) Page 2 of 9 AH2555 E. Crisis Management Services means those services performed by a Crisis Management Firm in advising the Named Insured on minimizing potential harm to the Named Insured from a covered Crisis Management Event by maintaining and restoring public confidence in the Named Insured. F. CrisisResponse Costs means the following reasonable and necessary expenses incurred during a Crisis Management Event directly caused by a Crisis Management Event, provided that such expenses have been pre -approved by us and may be associated with damages that would be covered by this policy: 1. Medical expenses; 2. Funeral expenses; 3. Psychological counseling; 4. Travel expenses; 5. Temporary living expenses; 6. Expenses to secure the scene of a Crisis Management Event; and 7. Any other expenses pre -approved by the Company. CrisisResponse Costs will not include defense costs or Crisis Management Loss. G. CrisisResponse Limit of Insurance means the CrisisResponse Limit of Insurance shown in Item 1 of the Additional Declarations of this endorsement. H. Key Executive means the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, President, General Counsel or general partner (if the Named Insured is a partnership) of the Named Insured or sole proprietor (if the Named Insured is a sole proprietorship). A Key Executive also means any other person designated as such and scheduled by written endorsement. IV. EXCLUSIONS The following exclusions are added to Section IV. Exclusions for the purpose of the coverage provided by this endorsement: This insurance will not apply to any CrisisResponse Costs or Crisis Management Loss in connection with a Crisis Management Event: A. arising out of, based upon or attributable to the acts alleged, or to the same or related acts alleged or contained, in any crisis or Claim that has been reported, or in any circumstances where notice has been given, under any policy of which this policy is a renewal or replacement or which it may succeed in time; B. arising out of, based upon or attributable to any pending or prior crisis, Claim or Suit as of the inception date of this policy. V. CONDITIONS The following conditions are added to Section III. Conditions for the purpose of the coverage provided by this endorsement: A. You must report any Crisis Management Event to us within twenty-four (24) hours of the time that a Key Executive first becomes aware of an Occurrence that gives rise to a Crisis Management Event to be eligible for the advancement of CrisisResponse Costs and the payment of Crisis Management Loss. 100552 (10/08) Page 3 of 9 AH2555 Notice of a Crisis Management Event may be given by calling 1-877-AIG-3100. If notice is given by telephone, written notice shall be given as soon as practicable thereafter. Written notice should include: 1. how, when and where the Crisis Management Event is taking or took place; 2. the names and addresses of any injured persons and any witnesses; and 3. the nature and location of any injury or damage arising out of the Crisis Management Event. Written notice should be mailed, emailed or delivered to: AIG Domestic Claims, Inc. Excess Casualty Claims Department Segmentation Unit 175 Water Street, 22nd Floor New York, NY 10038 Fax: (866) 743-4376 Email: excessfnol@aiq.com B. There shall be no requirement that you obtain prior written approval from us before incurring any Crisis Management Loss, provided that the Crisis Management Firm selected by you to perform the Crisis Management Services has been approved by us. If you choose to retain a firm that does not appear in the Schedule attached to and forming a part of this endorsement, you must obtain our consent, which shall remain in our sole discretion, prior to retaining the services of such firm. C. Any payments for Crisis Management Loss or advancement of CrisisResponse Costs that we make under this endorsement: 1. will not be deemed to be a determination of Insured's liability with respect to any Claim or Suit that results from a Crisis Management Event; and 2. will not create any duty to defend any Suit or to investigate any Claim arising from a Crisis Management Event, nor any coverage obligations under this policy. D. If the Crisis Communications Management Insurance provided by this endorsement and any other insurance issued to the Named Insured by us or any of our affiliated companies shall apply to the same crisis or Claim, the maximum limit of insurance under all insurance available will not exceed the highest applicable limit of insurance available under any one policy or endorsement. This condition does not apply to any other insurance issued by us or any of our affiliated companies specifically to apply as excess insurance over this endorsement. E. In the event of a dispute between the Named Insured and us as to whether a Crisis Management Event has occurred, the Named Insured may, at its own cost, retain the services of an approved Crisis Management Firm and/or advance CrisisResponse Costs. Provided, however, if the Named Insured elects to retain an approved Crisis Management Firm or to advance CrisisResponse Costs, we shall have no obligation to reimburse under this endorsement the Named Insured for such costs or expenses. The right to reimbursement shall be arbitrated pursuant to the rules of the American Arbitration Association in New York, New York or in the state indicated in Item 1 of the Declarations of this policy as the Named Insured's principal place of business. All other terms and conditions of this policy remain unchanged. Authorized Representative 100552 (10/08) Page 4 of 9 AH2555 Schedule A Approved Crisis Management Firms The following firms are approved Crisis Mangement Firms: FIRM ADDRESS CONTACT INFORMATION EMERGENCY SERVICES TELEPHONE OFFERED The Abernathy MacGregor Group 501 Madison Avenue New York, NY 10022 611 West Sixth Street, Suite 1880 Los Angeles, CA 90017 James T. MacGregor (212) 371-5999 Office (646) 236-3271 Cell (212) 752-0723 Fax (212) 343-0818 Home jtm@abmac.com Rhonda Barnat (212) 371-5999 Office (917) 912-6378 Cell (212) 752-0723 Fax (646) 478-8740 Home rb@abmac.com Ian D. Campbell (213) 630-6550 Office (213) 489-3443 Cell (213) 489-3443 Fax (818) 957-5650 Home (818) 541-0954 Home Fax idc@abmac.com (917) 449-9964 (818) 750-4392 (917) 940-3476 Public Relations and Crisis Management Bright Light Marketing Group (Hawaii Only) 1001 Bishop Street, Suite 900 Honolulu, Hawaii 96813-3429 Charlene Lo Chan (808) 275-3007 Direct (808) 524-6441 Office (808) 781-7733 Cell (808) 524-8115 Fax charlene@brightlightmarketing.com Public Relations and Crisis Management Edelman Public Relations Worldwide 200 East Randolph Street, 63'd Floor Chicago, IL 60601 1500 Broadway, 26' Floor New York, NY Bill Keegan (312) 240-2624 Direct (312) 240-3000 Office (312) 927-8424 Cell (312) 240-2900 Fax bill.keegan@edelman.com Chris Deri (212) 704-4526 Office (212) 391-6389 Fax (917) 783-6771 Cell chris.deri@edelman.com 100552 (10/08) Page 5 of 9 AH2555 International Public Relations and Crisis Management Edward Howard and Company 1100 Superior Avenue, Suite 1600 Cleveland, OH 44114-2518 Wayne Hill (216) 781-2400 Office (216) 408-1211 Cell whill@edwardhoward.com Public Relations and Crisis Management Fleishman -Hilliard, Inc. John Hancock Center 875 N. Michigan Avenue, Suite 3300 Chicago, IL 60611-1901 1615 L Street NW, Suite 1000 Washington, D.C. 20036-5610 David Saltz (312) 751-3530 Direct (312) 751-8878 Office (312) 203-2114 Cell (312) 751-8191 Fax david.saltz@fleishman.com Benjamin (Ben) Kincannon (617) 692-0501 Office (508) 314-4154 Cell (617) 267-5905 Fax ben.kincannon@fleishman.com Public Relations and Crisis Management Hill and Knowlton, Inc. 909 Third Avenue New York, NY 10022 55 Metcalfe Street, Suite 1100 Ottawa, Canada K1P 6L5 Christopher R. Gidez (212) 885-0480 Direct (212) 885-0300 Office (914) 319-6582 Cell (212) 885-0524 Fax chris.gidez@hillandknovviton.com Richard (Dick) C. Hyde (212) 885-0372 Direct (212) 885-0300 Office (917) 816-2208 Cell (212) 855-0570 Fax dhyde@hillandknovvlton.com Jo -Anne Polak (613) 786-9954 Direct (613) 238-4371 Office (613) 761-2684 Cell (613) 238-8642 Fax jpolak@hillandknowlton.com (888) 264-5193 Public Relations and Crisis Management Lexicon Communications Corp. 520 Bellmore Way Pasadena, CA 91103 Steven B. Fink (626) 683-9333 Direct (626) 683-9200 Ext. 225 Office (626) 253-1519 Cell (626) 449-7659 Fax sfink@lexiconcorp.com Daryn Teague (661) 297-5292 Direct (805) 358-3058 Cell 100552 (10/08) Page 6 of 9 AH2555 (626) 683-9333 Public Relations and Crisis Management Robinson Lerer & Montgomery 1345 Avenue of the Americas, 4th Floor New York, NY 10105 Michael Gross (646) 805-2003 Direct (646) 805-2000 Office (917) 853-0620 Cell (646) 557-0002 Fax (718) 788-5281 Home mgross@rlmnet.com Patrick S. Gallagher (646) 805-2007 Direct (646) 805-2000 Office (917) 328-9333 Cell (646) 805-2829 Fax (914) 232-4256 Home pgallagher@rlmnet.com (646) 805-2000 Public Relations and Crisis Management Sard Verbinnen & Co. 630 Third Avenue, 9th Floor New York, NY 10017 190 S. LaSalle Street, Suite 1600 Chicago, IL 60603 275 Battery Street, Suite 480 San Francisco, CA 94111 George Sard (212) 687-8080 Office (212 687-8344 Fax gsard@sardverb.com Paul Verbinnen (212) 687-8080 Office (212) 687-8344 Fax pv@sardverb.com Brad Wilks (312) 895-4740 Direct (312) 895-4700 Office (312) 895-4747 Fax bwilks@sardverb.com Paul Kranhold (415) 618-8750 Office (415) 568-9580 Fax pkranhold@sardverb.com (917) 750-4392 Public Relations and Crisis Management Sitrick and Company, Inc. 655 Third Avenue, 22 nd Floor New York, NY 10017 1840 Century Park East, Suite 800 Los Angeles, CA 90067 Jeffrey S. Lloyd (212) 660-6393 Direct (212) 573-6100 Office (310) 963-2850 Cell (212) 573-6165 Fax jeff lloyd@sitrick.com Michael S. Sitrick (310) 788-2850 Direct (310) 788-2855 Fax mike sitrick@sitrick.com 100552 (10/08) Page 7 of 9 AH2555 (310) 358-1011 Public Relations and Crisis Management The Torrenzano Group The Lincoln Building 60 East 42"d Street, Suite 2112 New York, NY 10165-2112 Richard Torrenzano (212) 681-1700 Ext. 111 Direct (212) 681-6961 Fax richard@torrenzano.com Edward A. Orgon (212) 681-1700 Ext. 102 Direct (917) 539-4000 Cell (212) 681-6961 Fax ed@torrenzano.com Public Relation and Crisis Management Zeno Group The Foundry Building 10555 Thomas Jefferson Street NW Washington, D.C. 20007 Phillip Armstrong (202) 965-7801 Direct (202) 669-9926 Cell phil.armstronq@zenogroup.com Public Relations and Crisis Management THE FOLLOWING NON-PUBLIC RELATIONS FIRMS ARE APPROVED CRISIS RESPONSE FIRMS: FIRM ADDRESS CONTACT INFORMATION EMERGENCY SERVICES TELEPHONE OFFERED Coventry Health Care, Inc. 3200 Highland Avenue Downers Grove, IL 60515 Nicole Bennet -Denson (212) 283-7183 Fax (646) 284-8835 Cell nxbennettden@cvty.com Anthony Nastasi (914) 874-4727 Cell (845) 265-5086 Fax atnastasi@cvty.com (800) 552-5378 Crisis Response (888) 736-3272 Case Management Psychological Counseling, Medical Case Management, Medical Cost Projection and Containment. D.A.R., Inc. 4 Iris Drive Scarborough, Maine 04074 David W. Hunt (207) 415-0735 Direct (207) 883-0493 Home (207) 883-2436 Fax dhunt12348@aol.com 100552 (10/08) Page 8 of 9 AH2555 Crisis Management, Global Investigative Services, Access to Local, State and Federal Police Authorities, National & International Intelligence Agencies, Crisis Management Training, Threat and Vulnerability Assessment. GAB Robbins North America, Inc. 560 Peoples Plaza, Suite 215 Newark, Delaware 19702 Gail Oliver (302) 838-1684 Direct (302) 521-4985 Cell (302) 838-1685 Fax oliverq@gabrobbins.com Claims Investigative Services, Appraisal Services, Emergency Claims Services and Loss Call Center Operations. Marsh, Inc. (Reputational Risk & (Formerly Kroll Associates) Crisis Management Group) 1166 Avenue of the Americas New York, NY 10036 1255 23rd Street NW Washington, D.C. 20037 100552 (10/08) AH2555 Ilene Merdinger (212) 345-1690 Direct (914) 924-1040 Cell (212) 948-8638 Fax ilene.merdinger@marsh.com Larry Walsh (212) 345-2765 Direct (917) 841-8839 Cell (212) 948-8638 Fax larry.walsh@marsh.com Robert Wilkerson (202) 263-7920 Direct (202) 256-4931 Cell (202) 263-7900 Fax robert.wilkerson@marsh.com Page 9 of 9 Crisis Management and Investigative Services ENDORSEMENT No. 8 This endorsement, effective 12:01 AM: November 30, 2016 Forms a part of policy no: BE 013791009 Issued to: AMERESCO, INC. By: NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. EXCESS LIABILITY POLICY FORM Exterior Insulation and Finish System (EIFS) Exclusion Endorsement This policy is amended as follows: Section IV. Exclusions is amended to include the following additional exclusion: This insurance shall not apply to: Ultimate Net Loss arising in whole or in part out of the design, manufacture, construction, fabrication, preparation, installation, application, maintenance or repair, including remodeling, service, correction, or replacement of an Exterior Insulation and Finish System (EIFS), synthetic stucco, or any similar product or any part thereof, including the application or use of paints, conditioners, primers, accessories, flashings, coatings, caulkings or sealants in connection with such a product. All other terms and conditions of this policy remain unchanged. Authorized Representative or Countersignature (in States Where Applicable) 87276 (1/05) AH1447 ENDORSEMENT No. 9 This endorsement, effective 12:01 AM: November 30, 2016 Forms a part of policy no: BE 013791009 Issued to: AMERESCO, INC. By: NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. EXCESS LIABILITY POLICY FORM Employers' Liability Exclusion Endorsement (Limited Applicability) This policy is amended as follows: Section IV. Exclusions is amended to include the following additional exclusion: This insurance shall not apply to: Any liability arising out of bodily injury to an employee in the course of employment, where the obligation of any underlying insurer or self-insurance mechanism providing employer's liability coverage for the Insured is by law unlimited. All other terms and conditions of this policy remain unchanged. 89600 (7/10) AH2930 Authorized Representative Page 1 of 1 ENDORSEMENT No. 10 This endorsement, effective 12:01 AM: November 30, 2016 Forms a part of policy no.: BE 013791009 Issued to: AMERESCO, INC. By: NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. INDIANA AMENDATORY ENDORSEMENT (Definition of Pollutants) When a claim or Suit is brought against an Insured in the state of Indiana and/or Indiana law is amended as follows: The definition of Pollutants in this policy or in any endorsement to this policy is deleted replaced with the following: applies, this policy in its entirety and Pollutants means any solid, liquid, gaseous, bacterial, fungal, electromagnetic, thermal or other substance that can be toxic or hazardous, cause irritation to animals or persons and/or cause contamination to property and the environment including smoke, vapor, soot, fumes, acids, alkalis, chemicals, and waste. Specific examples identified as pollutants include, but are not limited to, diesel, kerosene, and other fuel oils, gasoline, butane, propane, natural gas, and other fuels, brake fluid, transmission fluid, and other hydraulic fluids, ethylene glycol, methyltertbutylether (MTBE), methanol, ethanol, isopropyl alcohol, and propylene glycol, and other fuel and antifreeze additives, grease, tar, petroleum distillates, and other petroleum products and petroleum hydrocarbons, carbon monoxide, and other exhaust gases, stoddard solvent, mineral spirits, and other solvents, chromium compounds, emulsions/emulsifiers, naphtha tetrachloroethylene (PCE), perchloroethylene (PERC), trichloroethylene (TCE), methylene chloroform, and other dry cleaning chemicals, methyl isobytyl ketone, methyl ethal ketone, n-butyl acetate, 2-butoxyethanol, hexylene glycol, peroxides, freon, polychlorinated biphenyl (PCB), CFC113, chlorofluorocarbons, chlorinated hydrocarbons, adhesives, pesticides, insecticides, barium, 1,2-Dichloroethylene, ethylene dichloride, dichloromethane, methylene chloride, ethylbenzene, lead, Mercury, Selenium, sulfate, xylene, silica, sewage, and industrial waste materials, and all substances, constituents, derivatives or degradative byproducts, or additives specifically listed, identified, or described by one or more of the following references: 115924 (10/13) AH3286 Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA) Priority List Hazardous Substances (1997 and all subsequent editions); ii. Agency for Toxic Substances And Disease Registry ToxFAQs'M; iii. Clean Air Act's List of 188 Air Toxics And Diesel Particulate Matter; iv. U.S. Environmental Protection Agency EMCI Chemical References Complete Index; v. U.S. Environmental Protection Agency Persistent, Bioaccumulative, and Toxic Chemicals List; vi. Indiana Department of Environmental Management, Remediation Closure Guide, March 22, 2012 edition, Table A-6 Screening Level Summary Table - 2012; and vii. Indiana Department of Environmental Management, Risk Integrated System of Closure Technical Guide, Default Closure Tables, January 31, 2006 Appendix 1 (Revised May 1, 2009) Page 1 of 2 Substances identified as examples above or by the referenced lists also include materials or substances to be discarded, recycled, reconditioned or reclaimed. This definition of Pollutants applies whether or not such solid, liquid, gaseous, bacterial,fungal, electromagnetic or thermal irritant or contaminant or substance is your product or products used by you or for you, and/or is an integral part of or incidental to your business, operations, premises, site or locations or has any function in your business, operations, premises, site or locations. For the purpose of this endorsement, Suit, Insured and Pollutants shall have the applicable meaning, in accordance with the terms of this policy, whether or not such term is in quotation marks or bolded. All other terms, definitions, conditions, and exclusions of this policy remain unchanged. 115924 (10/13) AH3286 Authorized Representative or Countersignature (Where Applicable) Page 2 of 2 ENDORSEMENT No. 11 This endorsement, effective 12:01 AM: November 30, 2016 Forms a part of policy no.: BE 013791009 Issued to: AMERESCO, INC. By: NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. LEAD EXCLUSION This insurance does not apply to Bodily Injury, Property Damage, Personal Injury, Advertising Injury or any other loss, cost or expense arising out of the presence, ingestion, inhalation or absorption of or exposure to lead in any form or products containing lead. All other terms and conditions of this policy remain unchanged. AUTHORIZED REPRESENTATIVE 61718 (12/94) AH0261 ENDORSEMENT No. 12 This endorsement, effective 12:01 AM: November 30, 2016 Forms a part of policy no.: BE 013791009 Issued to: AMERESCO, INC. By: NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. EXCESS LIABILITY POLICY FORM Minimum Retained Limit Amendatory Endorsement This policy is amended as follows: Section I. Coverage, Paragraph B. is amended to include the following additional provision: The applicable amounts shown on the schedule of underlying insurance or Declarations shall constitute the minimum retained limit for this policy. Under no circumstance will this policy apply until the applicable minimum retained limit is properly exhausted. Any sublimit of insurance or lower underlying limit which is part of any underlying policy but is not depicted on the schedule of underlying insurance or DECLARATIONS shall not alter our minimum retained limit. All other terms and conditions of this policy remain unchanged. Authorized Representative 91586 (7/10) AH2937 Page 1 of 1 ENDORSEMENT No. 13 This endorsement, effective 12:01 AM: November 30, 2016 Forms a part of policy no: BE 013791009 Issued to: AMERESCO, INC. By: NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. EXCESS LIABILITY POLICY FORM No Fault, Uninsured Motorist and Underinsured Motorist Exclusion Endorsement This policy is amended as follows: Section IV. Exclusions is amended to include the following additional exclusion: This insurance shall not apply to: Ultimate Net Loss arising out of any obligation of the Insured under any "No Fault," "Uninsured Motorist" or "Underinsured Motorist" law. All other terms and conditions of this policy remain unchanged. Authorized Representative 81537 (02/03) AH5282 ENDORSEMENT No. 14 This endorsement, effective 12:01 AM: November 30, 2016 Forms a part of policy no.: BE 013791009 Issued to: AMERESCO, INC. By: NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. NOTICE OF OCCURRENCE ENDORSEMENT Your failure to give first report of a claim to us shall not invalidate coverage under this policy if the loss was inadvertently reported to another Insurer. However, you shall report any such Occurrence to us within a reasonable time once you become aware of such error. All other terms, conditions and exclusions remain the same. AUTHORIZED REPRESENTATIVE 62223 (3/95) AH0274 ENDORSEMENT No. 15 This endorsement, effective 12:01 AM: November 30, 2016 Forms a part of policy no.: BE 013791009 Issued to: AMERESCO, INC. By: NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. EXCESS LIABILITY POLICY Notification of Accidents or Occurrences Endorsement This policy is amended as follows: Section III. Conditions, Paragraph D. Notification of Accidents or Occurrences is deleted in its entirety and replaced by the following: D. Notification of Accidents or Occurrences You must see to it that we are notified as soon as practicable of any accident or occurrence which may result in any claim or suit under this policy. Notice should be sent to: AIG Claims, Inc. nd 175 Water Street, 22 Floor New York, NY 10038 Email: excessfnol@AIG.com Fax to computer: 866-743-4376 All other terms and conditions of this policy remain unchanged. Authorized Representative 90693 (7/10) AH2938 Page 1 of 1 ENDORSEMENT # 16 This endorsement, effective 12:01 AM: November 30, 2016 Forms a part of policy no: BE 013791009 Issued to: AMERESCO, INC. By: NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. EXCESS LIABILITY POLICY FORM Pollution Amendatory Endorsement This policy is amended as follows: Section IV. Exclusions, Paragraph B. is deleted in its entirety. Section II. Definitions, Paragraphs C. and D., are deleted in their entirety. All other terms, definitions, conditions, and exclusions of this policy remain unchanged. Authorized Representative 119590 (07/15) AH3345 ENDORSEMENT No. 17 This endorsement, effective 12:01 AM: November 30, 2016 Forms a part of policy no: BE 013791009 Issued to: AMERESCO, INC. By: NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. EXCESS LIABILITY POLICY FORM Uninsured/Underinsured Motorists Coverage Endorsement THIS ENDORSEMENT APPLIES TO A COVERED AUTO REGISTERED OR PRINCIPALLY GARAGED IN THE FOLLOWING STATE(S) (where indicated by an "X") The Declarations ITEM 3. LIMITS OF INSURANCE is amended to include the following additional provisions: Applicable Uninsured/Underinsured Each Occurrence Limit(s) VERMONT $ Bodily Injury and Property Damage Combined Single Limit And, if Uninsured/Underinsured Motorist Coverage has been selected under this policy: Applicable Uninsured/Underinsured Each Occurrence Limit(s) FLORIDA $ Bodily Injury WEST VIRGINIA $ Bodily Injury and Property Damage Combined Single Limit And, if Uninsured/Underinsured Motorist Coverage has not been rejected under this policy: Applicable Uninsured/Underinsured Each Occurrence Limit(s) LOUISIANA $ Bodily Injury Limit X NEW HAMPSHIRE $25,000,000 Bodily Injury Limit WISCONSIN $ Bodily Injury and Property Damage Combined Single Limit Uninsured/Underinsured Motorists Retained Limit $1,000,000 COVERAGE Section I. Coverage is amended to include the following additional provisions: 1. We will pay on your behalf the Ultimate Net Loss in excess of the Uninsured/Underinsured Motorists Retained Limit the Insured is legally entitled to recover as compensatory damages from the owner or operator of: a. An Uninsured Motor Vehicle as defined in Definition 8.a., 8.b. and 8.c. of this endorsement because of Bodily Injury sustained by the Insured, or Property Damage and caused by an Occurrence, and b. An Uninsured Motor Vehicle as defined in Definition of 8.d. of this endorsement because of Bodily Injury sustained by any Insured, or Property Damage. 82609 (11/09) AH2823 Includes copyrighted material of the Insurance Services Office, Inc., with its permission. Copyright, Insurance Services Office, Inc., 2000 Page 1 of 7 The owner's or operator's liability for these damages must result from the ownership, maintenance or use of the Uninsured Motor Vehicle. 2. We will pay under this coverage only if a., b., or c. below applies: a. The limits of any applicable liability bonds or policies of the Uninsured Motor Vehicle have been exhausted by judgments or payments (Not applicable where the Uninsured/Underinsured Motorists laws of Louisiana apply); b. The submission of claims exceeds the limits of liability under any applicable Bodily Injury bonds or policies (Applicable only where the Uninsured/Underinsured Motorist laws of Louisiana apply); or c. A tentative settlement has been made between an Insured and the insurer of the vehicle described in paragraph b. of the definition of Uninsured Motor Vehicle of this endorsement and we: 1) Have been given prompt written notice of such settlement; and 2) Advance payment to the Insured in an amount equal to the tentative settlement within 90 days (30 days where the Uninsured/Underinsured Motorist laws of Florida apply; 60 days where the Uninsured/Underinsured Motorist laws of West Virginia apply; as soon as practicable where the Uninsured/Underinsured Motorist laws of Louisiana apply) after receipt of notification. 3. Any judgment for damages arising out of a Suit brought without our written consent is not binding upon us (Not applicable where the Uninsured/Underinsured laws of Louisiana apply). LIMITS OF INSURANCE Solely for the purpose of Uninsured/Underinsured Motorist Coverage provided by this endorsement, Section I. Coverage, Paragraph B. is amended to include the following additional provisions: 1. Regardless of the number of covered Autos, Insureds, premiums paid, claims made or vehicles involved in the Occurrence, the most we will pay for all damages resulting from any one Occurrence are the Limits of Insurance shown in Item 3. of the Declarations (as amended in this endorsement). 2. With respect to coverage provided under Paragraph 8.b. of the definition of Uninsured Motor Vehicle, the Limit of Insurance shall be reduced by all sums paid for Bodily Injury or Property Damage by or on behalf of anyone who is legally responsible. 3. Retained Limit We will be liable only for that portion of damages in excess of the Uninsured/Underinsured Motorists Retained Limit and then up to an amount not exceeding the Uninsured/Underinsured Motorists Each Occurrence Limit as stated in the Declarations (as amended in this endorsement), subject to the provisions stated in 1. and 2. above. The Uninsured/Underinsured Motorists Retained Limit shall not be reduced or exhausted by Defense Expenses. Where the Uninsured/Underinsured laws of the state of West Virginia apply, this Uninsured/Underinsured Motorists Retained Limit applies excess of the statutory minimum amount of Uninsured Motorists Coverage provided by an underlying insurer. EXCLUSIONS Solely for the purpose of Uninsured/Underinsured Motorist Coverage provided by this endorsement, Section IV. Exclusions, is amended to include the following additional exclusions: This insurance shall not apply to: 1. Any obligation of the Insured under a "No Fault" law. 82609 (11/09) AH2823 Includes copyrighted material of the Insurance Services Office, Inc., with its permission. Copyright, Insurance Services Office, Inc., 2000 Page 2 of 7 2. Any claim settled without our consent. However, this exclusion does not apply to a settlement made with the insurer of a vehicle which is an Uninsured Motor Vehicle. 3. The direct or indirect benefit of any insurer or self -insurer under any workers' compensation, disability benefits or similar law. 4. Any Insured using a vehicle without the expressed or implied permission of the owner or lessee. 5. Bodily Injury or Property Damage sustained by: a. An individual Named Insured while Occupying or when struck by any vehicle owned by that Named Insured that is not a covered Auto for Uninsured Motorists Coverage under this endorsement; b. Any Family Member while Occupying or when struck by any vehicle owned by that Family Member that is not a covered Auto for Uninsured Motorists Coverage under this endorsement; or c. Any Family Member while Occupying or when struck by any vehicle owned by the Named Insured that is insured for Uninsured Motorists Coverage under any other policy. 6. Punitive or exemplary damages. 7. Property Damage to an Auto or to property contained in an Auto owned by the Named Insured which is not a covered Auto. 8. Property Damage for which the Insured has been or is entitled to be compensated by other property or physical damage insurance. DEFINITIONS Solely for the purpose of Uninsured/Underinsured Motorist Coverage provided by this endorsement, Section II. Definitions is amended to include the following additional definitions: 1. Bodily Injury The term "Bodily Injury" means bodily injury, sickness, disability or disease. Bodily Injury shall also mean mental injury, mental anguish, humiliation, shock or death if directly resulting from bodily injury, sickness, disability or disease. 2. Defense Expenses The term "Defense Expenses" means a payment allocated to a specific loss, claim or Suit for its investigation, settlement or defense, including but not limited to: a. Attorneys' fees and all other investigation, loss adjustment and litigation expenses; b. Premiums on bonds to release attachments; c. Premiums on appeal bonds required by law to appeal any claim or Suit; d. Costs taxed against the Insured in any claim or Suit; e. Pre -judgment interest awarded against the Insured; and f. Interest that accrues after entry of judgment. 3. Family Member The term "Family Member" means a person related to an individual Named Insured by blood, marriage (Including civil union where the Uninsured/Underinsured Motorists laws of New Hampshire and Vermont apply) or adoption who is a resident of such Named Insured's household, including a ward or foster child. 82609 (11/09) AH2823 Includes copyrighted material of the Insurance Services Office, Inc., with its permission. Copyright, Insurance Services Office, Inc., 2000 Page 3 of 7 4. Insured The term "Insured" means: If the Named Insured is designated in the Declarations as: a. An individual, then only the following are Insureds: 1) The Named Insured and any Family Members. 2) Anyone else occupying a covered Auto or a temporary substitute for a covered Auto. The covered Auto must be out of service because of its breakdown, repair, servicing, loss or destruction. 3) Anyone for damages he or she is entitled to recover because of Bodily Injury sustained by another Insured. b. A partnership, limited liability company, corporation or any other form of organization, then the following are Insureds: 1) Anyone occupying a covered Auto or a temporary substitute for a covered Auto. The covered Auto must be out of service because of its breakdown, repair, servicing, loss or destruction; 2) Anyone for damages he or she is entitled to recover because of Bodily Injury sustained by another Insured. 5. Occupying and/or Occupied The term "Occupying and/or Occupied" means in, upon, getting in, on, out or off. 6. Occurrence The term "Occurrence" means as respects Bodily Injury or Property Damage, an accident, including continuous or repeated exposure to substantially the same general harmful conditions. All such exposure to substantially the same general harmful conditions will be deemed to arise out of one Occurrence. 7. Property Damage The term "Property Damage" means: Physical Injury or destruction of: a. A covered Auto; or b. Property contained in the covered Auto. 8. Uninsured Motor Vehicle The term "Uninsured Motor Vehicle" means a land motor vehicle or trailer: a. For which no liability bond or policy at the time of an Occurrence provides at least the amounts required by the applicable law where a covered Auto is principally garaged; b. Which is an Underinsured Motor Vehicle. An Underinsured Motor Vehicle means a land motor vehicle or trailer for which the sum of all liability bonds or policies applicable at the time of an Occurrence provides at least the amounts required by the applicable law where a covered Auto is principally garaged but their limits are less than the Limit of Insurance of this coverage (Not Applicable where the Uninsured/Underinsured Motorists laws of West Virginia apply); c. For which an insuring or bonding company denies coverage or is or becomes insolvent; or d. That is a hit-and-run vehicle and neither the operator nor owner can be identified. The vehicle must either: 82609 (11/09) AH2823 Includes copyrighted material of the Insurance Services Office, Inc., with its permission. Copyright, Insurance Services Office, Inc., 2000 Page 4 of 7 1) Hit an Insured, a covered Auto or a vehicle an Insured is Occupying; or 2) Cause Bodily Injury to an Insured without hitting an Insured, a covered Auto or a vehicle an Insured is Occupying. The facts of the Occurrence or intentional act must be proved by independent corroborative evidence, other than the testimony of the Insured making a claim under this or similar coverage, unless such testimony is supported by additional evidence (Not applicable where the Uninsured/Underinsured Motorists laws of Vermont apply) The facts of the Occurrence or intentional act must be supported by sworn statements from the Insured, reporting to the police, and proof of claim by the preponderance of the evidence (Applicable only where the Uninsured/Underinsured Motorists laws of Vermont apply). However, Uninsured Motor Vehicle does not include any vehicle: a. Owned or operated by a self -insurer under any applicable motor vehicle law, except a self -insurer who is or becomes insolvent and cannot provide the amounts required by that motor vehicle law. However, where the Uninsured/Underinsured laws of the state of Florida apply, Uninsured Motor vehicle includes any vehicle owned or operated by a self -insurer under any applicable motor vehicle law; b. Designed for use mainly off public roads while not on public roads; c. Owned by or furnished or available for the Named Insured's regular use or that of any Family Member, if the Named Insured is an individual; or d. Owned by any governmental unit or agency, unless the owner or operator of the Uninsured Motor Vehicle has: 1) An immunity under applicable tort liability law; or 2) A diplomatic immunity. 9. Underinsured Motor Vehicle The term "Underinsured Motor Vehicle" means a land motor vehicle or trailer to which a liability bond or policy applies at the time of the Occurrence but the amount paid for Bodily Injury or Property Damage to an Insured under that bond or policy is not enough to pay the full amount the Insured is legally entitled to recover as damages. However Underinsured Motor Vehicle does not include any vehicle or trailer: a. Owned or operated by a self -insurer under any applicable motor vehicle law, b. Owned by a governmental unit or agency; or c. Designed for use mainly off public roads while not on public roads. (Definition 9. above only applicable where the Uninsured/Underinsured Motorists laws of West Virginia apply) 10. Uninsured/Underinsured Motorists Retained Limit The term "Uninsured/Underinsured Motorists Retained Limit" means the Auto liability limit as provided by a policy listed in the Schedule of Underlying Insurance. CONDITIONS Solely for the purpose of Uninsured/Underinsured Motorist Coverage provided by this endorsement, Condition D. Notification of Accidents or Occurrences under Section III. Conditions is amended to include the following 82609 (11/09) AH2823 Includes copyrighted material of the Insurance Services Office, Inc., with its permission. Copyright, Insurance Services Office, Inc., 2000 Page 5 of 7 additional provisions: Specifically as respects to any Occurrence which may result in a Uninsured/Underinsured Motorist claim for coverage under this policy: a. You must promptly notify the police if a hit-and-run driver is involved, and b. You must promptly send us copies of the legal papers if a Suit is brought. c. A person seeking Uninsured/Underinsured Motorists Coverage must also promptly notify us in writing of a tentative settlement between the Insured and the insurer of the vehicle described in Paragraph 8.b. of the definition of Uninsured Motor Vehicle and allow us 90 days (30 days where the Uninsured/ Underinsured Motorist laws of Florida apply; 60 days where the Uninsured/Underinsured Motorist laws of West Virginia apply; as soon as practicable where the Uninsured/Underinsured Motorist laws of Louisiana apply) to advance payment to that Insured in an amount equal to the tentative settlement to preserve our rights against the insurer, owner or operator of such vehicle described in Paragraph 8.b. of the definition of Uninsured Motor Vehicle. Solely for the purpose of Uninsured/Underinsured Motorist Coverage provided by this endorsement, Section Ill. Conditions is amended to include the following additional conditions: Other Insurance Any insurance we provide under this endorsement will be excess to the total limits of any other insurance paid or available for payment to an Insured, except other applicable Uninsured/Underinsured Motorist Coverage written to be excess of this policy. If there is other applicable Uninsured/Underinsured Motorist Coverage under any other policy issued to the Named Insured by us, the maximum recovery for damages may equal but not exceed the highest applicable limit of insurance under any one policy. If there is other applicable excess Uninsured/Underinsured Motorist Coverage available under more than one policy, then the following priorities of coverage apply: 1. A policy covering as excess, umbrella, or similar insurance, a motor vehicle Occupied by the injured person or a policy covering, as excess, umbrella, or similar insurance, a pedestrian as a Named Insured. 2. A policy covering as excess, umbrella, or similar insurance, a motor vehicle Occupied by the injured person or a policy covering, as excess, umbrella, or similar insurance, a pedestrian as an Insured other than as a Named Insured. 3. A policy not covering a motor vehicle Occupied by the injured person but covering, as excess, umbrella, or similar insurance, the injured person as a Named Insured. 4. A policy not covering a motor vehicle Occupied by the injured person but covering, as excess, umbrella, or similar insurance, the injured person as an Insured other than as a Named Insured. We will pay only our share of the loss that must be paid under insurance providing umbrella or excess coverage. Our share is the proportion that our limit of liability bears to the total of all applicable limits of all the policies applicable on the same level of priority. Transfer of Your Rights and Duties If we make any payment and the Insured recovers from another party, the Insured shall hold the proceeds in trust for us and pay us back the amount we have paid. However, where the Uninsured/Underinsured laws of the state of Louisiana apply, if we make any payment under this policy and the person to or for whom payment is made has a right to recover damages from another, we shall be subrogated to that right. However, our right to recover is subordinate to the right of the 82609 (11/09) AH2823 Includes copyrighted material of the Insurance Services Office, Inc., with its permission. Copyright, Insurance Services Office, Inc., 2000 Page 6 of 7 Insured to be fully compensated. Our rights do not apply under this provision with respect to Uninsured/Underinsured Motorists Coverage if we: a. Have been given prompt written notice of a tentative settlement between an Insured and the insurer of a vehicle described in Paragraph 8.b. of the definition of Uninsured Motor Vehicle; and b. Fail to advance payment to the Insured in an amount equal to the tentative settlement within 90 days (30 days where the Uninsured/Underinsured Motorist laws of Florida apply; 60 days where the Uninsured/Underinsured Motorist laws of Louisiana apply; as soon as practicable where the Uninsured/Underinsured Motorist laws of Louisiana apply) after receipt of notification. If we advance payment to the Insured in an amount equal to the tentative settlement within 90 days (30 days where the Uninsured/Underinsured Motorist laws of Florida apply; 60 days where the Uninsured/Underinsured Motorist laws of West Virginia apply; as soon as practicable where the Uninsured/Underinsured Motorist laws of Louisiana apply) after receipt of notification: a. That payment will be separate from any amount the Insured is entitled to recover under the provisions of Uninsured/Underinsured Motorists Coverage; and b. We also have a right to recover the advanced payment. Arbitration (Not applicable where the Uninsured/Underinsured laws of West Virginia or Louisiana apply) 1. If we and an Insured disagree whether the Insured is legally entitled to recover damages from the owner or driver of an Uninsured Motor Vehicle or do not agree as to the amount of damages that are recoverable by that Insured, then the matter may be arbitrated. However, disputes concerning coverage under this endorsement may not be arbitrated. Both parties must agree to the arbitration. If so agreed, each party will select an arbitrator. The two arbitrators will select a third. If they cannot agree within 30 days, either may request that selection be made by a judge of a court having jurisdiction. Each party will pay the expenses it incurs and bear the expenses of the third arbitrator equally. 2. Unless both parties agree otherwise, arbitration will take place in the county in which the Insured lives. Local rules of law as to arbitration procedures and evidence will apply. A decision agreed to by two of the arbitrators will be binding. Conformance to "Uninsured Motorist" and/or "Underinsured Motorist" Law To the extent any term of this policy conflicts with any applicable Uninsured/Underinsured law, the term shall be deemed amended so as to conform to minimum requirements of that law. However, under no such circumstance shall any term be amended to be broader than the minimum requirements of that law. All other terms and conditions of this policy remain unchanged. Authorized Representative 82609 (11/09) AH2823 Includes copyrighted material of the Insurance Services Office, Inc., with its permission. Copyright, Insurance Services Office, Inc., 2000 Page 7 of 7 ENDORSEMENT NO.18 This endorsement, effective 12:01 AM: November 30, 2016 Forms a part of policy no.: BE 013791009 Issued to: AMERESCO, INC. By: NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. EXCESS LIABILITY POLICY FORM° Amendment to Cancellation Condition Endorsement (Amendment of Condition A. 2 - Limited Applicability) Solely with respect to the Dormitory Authority State of New York, This policy is amended as follows: Section III. CONDITIONS, Paragraph A., 2. is deleted in its entirety and replaced by the following: 2. We may cancel this policy. If we cancel because of non-payment of premium, we must mail or deliver to the above named at the address shown below, not less than ten (10) days advance written notice stating when the cancellation is to take effect. If we cancel for any other reason, we must mail or deliver to the above named at the address shown below, not less than thirty (30) days advance written notice stating when the cancellation is to take effect. Dormitory Authority State of New York Attention: Procurement Unit 515 Broadway Albany, NY 12207 Section III. CONDITIONS, Paragraph A., 2. is deleted in its entirety and replaced by the following: 2. We may cancel this policy. If we cancel because of non-payment of premium, we must mail or deliver to the above named at the address shown below, not less than ten (10) days advance written notice stating when the cancellation is to take effect. If we cancel for any other reason, we must mail or deliver to the above named at the address shown below, not less than thirty (30) days advance written notice stating when the cancellation is to take effect. Dormitory Authority State of New York Attention: Procurement Unit 515 Broadway Albany, NY 12207 All other terms, conditions and exclusions of the policy remain unchanged. Authorized Representative or countersignature (where required by law) ENDORSEMENT NO.19 This endorsement, effective 12:01 AM: November 30, 2016 Forms a part of policy no.: BE 013791009 Issued to: AMERESCO, INC. By: NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. EXCESS LIABILITY POLICY FORM ELECTRONIC DATA LIMITATION ENDORSEMENT (Sublimit of Insurance) This policy is amended as follows: Section IV. Exclusions is amended to include the following additional exclusion: This insurance does not apply to Ultimate Net Loss for any liability arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate electronic data. However, if insurance for electronic data liability is provided by the First Underlying Insurance: 1. This exclusion shall not apply; and 2. Coverage under this policy for such liability will follow the terms, definitions, conditions and exclusions of First Underlying Insurance, subject to the Policy Period, Limits of Insurance as amended herein, premium and all other terms, definitions, conditions and exclusions of this policy. Provided, however, that coverage provided by this policy will be no broader than the coverage provided by First Underlying Insurance. The DECLARATIONS ITEM 3. LIMITS OF INSURANCE, is amended to include the following additional provision: Amount Sub -limit of Insurance $5,000,000 Electronic Data Liability Section I. Coverage, paragraph B. is amended to include the following additional provision: The Electronic Data Liability Sub -limit of Insurance shown in ITEM 3. of the DECLARATIONS (as amended above) is the most we will pay for all damages under this policy with respect to Insured's Electronic Data Liability. This sub -limit is part of and not in addition to the Each Occurrence, General Aggregate or Products Completed Operations Hazard Limits shown on the Declarations. All other terms, conditions and exclusions of the policy remain unchanged. Authorized Representative or countersignature (where required by law) ENDORSEMENT NO.20 This endorsement, effective 12:01 AM: November 30, 2016 Forms a part of policy no.: BE 013791009 Issued to: AMERESCO, INC. By: NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. EXCESS LIABILITY POLICY FORM Excess Wrap -Up Limitation Endorsement This policy is amended as follows: Section I. Coverage is amended to include the following additional provisions: The coverage otherwise provided under the terms and conditions of this policy will apply to the Named Insured's liability arising out of wrap up projects, subject to the following terms and conditions: 1. Coverage for Ultimate Net Loss arising out of wrap up projects applies only to the liability of the Named Insured and does not apply to any other wrap-up participants; and 2. All other valid and collectible insurance apply on a primary basis regardless of whether it was purchased specifically to insure the wrap up. However, this provision shall not apply to insurance which expressly lists this policy as underlying insurance; and 3. Coverage under this endorsement for the Named Insured's liability arising out of wrap-ups will follow the terms, definitions, conditions and exclusions of First Underlying Insurance Policy, subject to the Policy Period, Limits of Insurance, premium and all other terms, definitions, conditions, and exclusions of this policy. Provided, however, that coverage provided by this endorsement will not be broader than the coverage provided by First Underlying Insurance Policy. 4. If this insurance, any Wrap -Up insurance coverage or any Other Insurance provided by us or any of our affiliated companies will apply to the same claim, Suit or Occurrence, the maximum limit of insurance under all applicable policies of insurance combined will not exceed $50,000,000. All other terms, conditions and exclusions of the policy remain unchanged. Authorized Representative or countersignature (where required by law) ENDORSEMENT NO.21 This endorsement, effective 12:01 AM: November 30, 2016 Forms a part of policy no.: BE 013791009 Issued to: AMERESCO, INC. By: NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. Non -Pyramiding of Limits/Tie in Endorsement This policy is amended as follows: In consideration of the premium charged, it is hereby understood and agreed that the maximum combined Limits of Insurance of this policy and Policy Number 019452243 (hereinafter "Other Policy") issued by AIG Insurance Company of Canada shall not exceed: $25,000,000 Each Occurrence $25,000,000 General Aggregate Limit (where applicable) Additionally, the Limits of Insurance for loss and all amounts payable under this policy shall be reduced by loss and all amounts payable under the Other Policy because the Limits of Insurance under such other Other Policy are now part of and not in addition to the Limits of Insurance of this policy as set forth in the Declarations of this policy. Nothing in this endorsement shall be construed to increase either: 1) the Limits of Insurance set forth in the Declarations of such Other Policy which shall remain the maximum liability of the respective insurer for all claims under such other Other Policy, or 2) the Insurer's Limits of Insurance under this policy as set forth in the Declarations of this policy which shall remain the maximum liability of the Insurer for all Loss in the aggregate under this policy. All other terms, conditions and exclusions of the policy remain unchanged. Authorized Representative or countersignature (where required by law) ENDORSEMENT NO.22 This endorsement, effective 12:01 AM: November 30, 2016 Forms a part of policy no.: BE 013791009 Issued to: AMERESCO, INC. By: NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. Excess Liability Policy Form Total Terrorism Exclusion Endorsement (Applicable To Specified Countries) This policy is amended as follows: Section IV. Exclusions is amended to include the following additional exclusion: Terrorism This insurance does not apply to Loss, injury, damage, claim or Suit, arising directly or indirectly as a result of or in connection with Terrorism that occurs in the following countries: Afghanistan, Algeria, Iraq, Mali, Pakistan, Philippines, Somalia, Syria, Yemen, and Brazil. It is understood that to the extent any coverage may otherwise be provided for these above listed countries under this policy or any of its endorsements, the provisions of this exclusion will supersede. Section II. Definitions is a amended to include the following additional definition: Terrorism means the use or threatened use of force or violence against person or property, or commission of an act dangerous to human life or property, or commission of an act that interferes with or disrupts an electronic or communication system, undertaken by any person or group, whether or not acting on behalf of or in any connection with any organization, government, power, authority or military force, when the when the effect is to: 1. intimidate, coerce or harm: a. a government; or b. the civilian population of a country, state or community; or 2. disrupt the economy of a country, state or community. All other terms, conditions and exclusions of the policy remain unchanged. Authorized Representative or countersignature (where required by law) ENDORSEMENT NO.23 This endorsement, effective 12:01 AM: November 30, 2016 Forms a part of policy no.: BE 013791009 Issued to: AMERESCO, INC. By: NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. EXCESS LIABILITY POLICY FORM Violation of Communication or Information Law Exclusion Endorsement This policy is amended as follows: Section IV. Exclusions is amended to include the following additional exclusion: This insurance shall not apply to: Ultimate Net Loss arising out of any act that violates any statute, ordinance or regulation of any federal, state or local government, including any amendment of or addition to such laws, which addresses, prohibits or limits the printing, dissemination, disposal, collecting, recording, sending, transmitting, communicating or distribution of material or information. It is understood that to the extent any coverage may otherwise be available under this policy or any of its endorsements, the provisions of this exclusion will supercede. All other terms, conditions and exclusions of the policy remain unchanged. Authorized Representative or countersignature (where required by law) Insured Name: Policy Number: Effective Date: ZURICH THIS DISCLOSURE IS ATTACHED TO AND MADE PART OF YOUR POLICY. DISCLOSURE OF IMPORTANT INFORMATION RELATING TO TERRORISM RISK INSURANCE ACT SCHEDULE* Premium attributable to risk of loss from certified acts of terrorism for lines of insurance subject to TRIA: General Liability $2,868.00 *Any information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Disclosure of Premium In accordance with the federal Terrorism Risk Insurance Act ("TRIA"), as amended, we are required to provide you with a notice disclosing the portion of your premium, if any, attributable to the risk of loss from terrorist acts certified under that Act for lines subject to TRIA. That portion of premium attributable is shown in the Schedule above. The premium shown in the Schedule above is subject to adjustment upon premium audit, if applicable. B. Disclosure of Federal Participation in Payment of Terrorism Losses The United States Government may pay a share of insured losses resulting from an act of terrorism. The federal share will decrease by 5% from 85% to 80% over a five year period while the insurer share increases by the same amount during the same period. The schedule below illustrates the decrease in the federal share: Januaryl, 2015 — December 31, 2015 federal share: 85% Januaryl, 2016 — December 31, 2016 federal share: 84% Januaryl, 2017 — December 31, 2017 federal share: 83% Januaryl, 2018 — December 31, 2018 federal share: 82% Januaryl, 2019 — December 31, 2019 federal share: 81% Januaryl, 2020 — December 31, 2020 federal share: 80% C. Disclosure of $100 Billion Cap on All Insurer and Federal Obligations If aggregate insured losses attributable to terrorist acts certified under TRIA exceed $100 billion in a calendar year (January 1 through December 31) and an insurer has met its deductible under the program, that insurer shall not be liable for the payment of any portion of the amount of such losses that exceeds $100 billion, and in such case insured losses up to that amount are subject to pro rata allocation in accordance with procedures established by the Secretary of Treasury. D. Availability As required by TRIA, we have made available to you for lines subject to TRIA coverage for losses resulting from acts of terrorism certified under TRIA with terms, amounts and limitations that do not differ materially from those for losses arising from events other than acts of terrorism. U-GU-630-D CW (01/15) Copyright © 2015 Zurich American Insurance Company Page 1 of 2 Includes copyrighted material of Insurance Services Office, Inc., with its permission. E. Definition of Act of Terrorism under TRIA TRIA defines "act of terrorism" as any act that is certified by the Secretary of the Treasury, in accordance with the provisions of the federal Terrorism Risk Insurance Act ("TRIA"), to be an act of terrorism. The Terrorism Risk Insurance Act provides that the Secretary of Treasury shall certify an act of terrorism: 1. To be an act of terrorism; 2. To be a violent act or an act that is dangerous to human life, property or infrastructure; 3. To have resulted in damage within the United States, or outside of the United States in the case of an air carrier (as defined in section 40102 of Title 49, United States Code) or a United States flag vessel (or a vessel based principally in the United States, on which United States income tax is paid and whose insurance coverage is subject to regulation in the United States), or the premises of a United States mission; and 4. To have been committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion. No act may be certified as an act of terrorism if the act is committed as part of the course of a war declared by Congress (except for workers' compensation) or if losses resulting from the act, in the aggregate for insurance subject to TRIA, do not exceed $5,000,000. U-GU-630-D CW (01/15) Copyright © 2015 Zurich American Insurance Company Page 2 of 2 Includes copyrighted material of Insurance Services Office, Inc., with its permission. SANCTIONS EXCLUSION ZURICH ENDORSEMENT THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY The following exclusion is added to the policy to which it is attached and supersedes any existing sanctions language in the policy, whether included in an Exclusion Section or otherwise: SANCTIONS EXCLUSION Notwithstanding any other terms under this policy, we shall not provide coverage nor will we make any payments or provide any service or benefit to any insured, beneficiary, or third party who may have any rights under this policy to the extent that such cover, payment, service, benefit, or any business or activity of the insured would violate any applicable trade or economic sanctions law or regulation. The term policy may be comprised of common policy terms and conditions, the declarations, notices, schedule, coverage parts, insuring agreement, application, enrollment form, and endorsements or riders, if any, for each coverage provided. Policy may also be referred to as contract or agreement. We may be referred to as insurer, underwriter, we, us, and our, or as otherwise defined in the policy, and shall mean the company providing the coverage. Insured may be referred to as policyholder, named insured, covered person, additional insured or claimant, or as otherwise defined in the policy, and shall mean the party, person or entity having defined rights under the policy. These definitions may be found in various parts of the policy and any applicable riders or endorsements. ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED U-GU-1 I91-A CW (03/15) Page 1 of 1 ZURICH CAP ON LOSSES FROM CERTIFIED ACTS OF TERRORISM Insureds Name Policy Number Effective Endorsement Date Number THIS ENDORSEMENT CHANGES YOUR POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies your insurance: A. Cap on Losses From Certified Terrorism Losses "Certified act of terrorism" means an act that is certified by the Secretary of the Treasury, in accordance with provisions of the federal Terrorism Risk Insurance Act ("TRIA"), to be an act of terrorism. The Terrorism Risk Insurance Act provides that the Secretary of Treasury shall certify an act of terrorism: 1. To be an act of terrorism; 2. To be a violent act or an act that is dangerous to human life, property or infrastructure; 3. To have resulted in damage within the United States, or outside of the United States in the case of an air carrier (as defined in section 40102 of Title 49, United States Code) or a United States flag vessel (or a vessel based principally in the United States, on which United States income tax is paid and whose insurance coverage is subject to regulation in the United States), or the premises of a United States mission; and 4. To have been committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion. No act may be certified as an act of terrorism if the act is committed as part of the course of a war declared by Congress (except for workers' compensation) or if losses resulting from the act, in the aggregate for insurance subject to TRIA, do not exceed $5,000,000. If aggregate insured losses attributable to one or more "certified acts of terrorism" exceed $100 billion in a calendar year (January 1 through December 31) and we have met our insurer deductible under the Terrorism Risk Insurance Act, we shall not be liable for the payment of any portion of the amount of such losses that exceeds $100 billion, and in such case insured losses up to that amount are subject to pro rata allocation in accordance with procedures established by the Secretary of Treasury. B. Application of Other Exclusions The terms and limitations of a terrorism exclusion or any other exclusion, or the inapplicability or omission of a terrorism exclusion or any other exclusion, do not serve to create coverage which would otherwise be excluded, limited or restricted under this policy. Copyright ©2015 Zurich American Insurance Company U-GU-767-B CW (01/15) Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 1 Disclosure Statement It is our pleasure to present the enclosed policy to you for presentation to your customer. 9 ZURICH® INSTRUCTION TO AGENT OR BROKER: WE REQUIRE THAT YOU TRANSMIT THE ATTACHED/ENCLOSED DISCLOSURE STATEMENT TO THE CUSTOMER WITH THE POLICY. Once again, thank you for your interest, and we look forward to meeting your needs and those of your customers. U-GU-873-A CW (06/ 11) Page 1 of 1 Disclosure Statement NOTICE OF DISCLOSURE FOR AGENT & BROKER COMPENSATION 9 ZURICH e If you want to learn more about the compensation Zurich pays agents and brokers visit: http://www.zurichnaproducercompensation.com or call the following toll -free number: (866) 903-1192. This Notice is provided on behalf of Zurich American Insurance Company and its underwriting subsidiaries. U-GU-874-A CW (06/11) Page 1 of 1 COMMERCIAL INSURANCE ZURICH Policy Number GLO 5852388-04 Named Insured and Mailing Address AMERESCO, INC. (SEE NAMED INSURED ENDT) 111 SPEEN ST FRAMINGHAM MA 01701-2000 COMMON POLICY DECLARATIONS Renewal of Number GLO 5852388-03 Producer and Mailing Address ARTHUR J. GALLAGHER RISK MGMT 470 ATLANTIC AVE BOSTON MA 02210-2208 Producer Code 18615-000 Policy Period: Coverage begins 11-30-2016 at 12:01 A.M.; Coverage ends 11-30-2017 The name insured is ❑ Individual ❑ Partnership ❑X Corporation ❑ Other: at 12:01 A.M. This insurance is provided by one or more of the stock insurance companies which are members of the Zurich -American Insurance Group. The company that provides coverage is designated on each Coverage Part Common Declarations. The company or companies providing this insurance may be referred to in this policy as "The Company", we, us, or our. The address of the companies of the Zurich- i American Insurance Group are rovded on then t p ex page. THIS POLICY CONSISTS OF THE FOLLOWING COVERAGE(S): GENERAL LIABILITY COVERAGE PREMIUM $ 289,175.00 issued by ZURICH AMERICAN INSURANCE COMPANY KY -INSURANCE PREMIUM SURCHARGE $ 127.04 KY -MUNICIPAL TAX $ 526.00 NJ-PLIGA SURCHARGE $ 42.00 VA -BIRTH -RELATED NEURO INJURY COMP FUND $ 17.65 WA -REGULATORY SURCHARGE $ 8.82 THIS PREMIUM MAY BE SUBJECT TO AUDIT. TOTAL $ 289,175.00 This premium does not include Taxes and Surcharges. SEE INSTALLMENT SCHEDULE Taxes and Surcharges TOTAL $ 721.51 SEE INSTALLMENT SCHEDULE The Form(s) and Endorsements) made a part of this policy at the time of issue are listed on the SCHEDULE of FORMS and ENDORSEMENTS. Countersigned this day of Authorized Representative THESE DECLARATIONS TOGETHER WITH THE COMMON POLICY CONDITIONS, COVERAGE PART DECLARATIONS, COVERAGE PART FORM(S), FORMS AND ENDORSEMENTS, IF ANY, ISSUED TO FORM A PART THEREOF, COMPLETE THE ABOVE NUMBERED POLICY. U-GU-D-310-A (01 /93) Page 1 of 1 Policy Number GLO 5852388-04 KENTUCKY MUNICIPAL TAX SCHEDULE ZURICH AMERICAN INSURANCE COMPANY Named Insured AMERESCO, INC. Agent Name ARTHUR J. GALLAGHER RISK MGMT Effective Date: 11- 3 0 -16 12:01 A.M., Standard Time Agent No. 18615-000 TAX JURISDICTION TAX AMOUNT Frankfort $ 526.00 The amount displayed includes tax and collection fees. KY -TAX -FORM (12/08) Policy Number GLO 5852388-04 SCHEDULE OF FORMS AND ENDORSEMENTS Zurich American Insurance Company Named Insured AMERESCO, INC. Agent Name ARTHUR J. GALLAGHER RISK MGMT Effective Date: 11- 3 0 -16 12:01 A.M., Standard Time Agent No. 18615-000 COMMON POLICY FORMS AND ENDORSEMENTS U-GU-630-D CW U-GU-1191-A CW U-GU-767-B CW U-GU-D-310-A ZITAXFORM U-GU-619-A CW U-GU-319-F U-GU-621-A CW U-GU-406-A U-GU-618-A CW U-GU-1016-A CW IL 00 17 IL 00 21 IL 02 77 IL 00 03 U-GU-D-639-A CW GENERAL LIABILITY U-GL-1446-A CW U-GL-1517-B CW U-GL-1518-A CW U-GL-851-B CW U-GL-915-C CW U-GL-917-B CW U-GL-917-C CW U-GL-923-B CW U-GL-925-B CW U-GL-D-1120-A CW U-GL-D-851-B CW U-GL-D-1115-B CW U-GL-1113-A CW CG 00 01 U-GL-1058-B CW U-GL-1016-B CW U-GL-1060-E CW UGL1171ACW U-GL-1175-F CW U-GL-1275-A CW U-GL-1294-A CW U-GL-1298-C CW U-GL-1326-B MA U-GL-1336-C CW U-GL-1342-A CW U-GL-1178ACW U-GL-872-B CW CG 01 13 CG 01 79 CG 02 20 CG 33 89 U-GL-852-A CW CG 02 24 CG 04 37 U-GU-619-A CW (10/02) 01-15 DISCLOSURE OF INFO RELATING TO TRIA 03-15 SANCTIONS EXCLUSION ENDORSEMENT 01-15 CAP ON LOSS FROM CERTIFIED ACTS OF TERR 01-93 COMMON POLICY DECLARATIONS 12-08 KENTUCKY MUNICIPAL TAX SCHEDULE 10-02 SCHEDULE OF FORMS AND ENDORSEMENTS 01-09 IMPORTANT NOTICE - IN WITNESS CLAUSE 10-02 SCHEDULE OF NAMED INSURED(S) 07-94 INSTALLMENT PREMIUM SCHEDULE 10-02 SCHEDULE OF LOCATIONS 06-10 KNOWLEDGE BY POSITION OR DEPARTMENT 11-98 COMMON POLICY CONDITIONS 09-08 NUCLEAR ENERGY LIABILITY EXCLUSION ENDT 03-12 LOUISIANA CHANGES-CANC & NONRENL 09-08 CALCULATION OF PREMIUM 07-07 COMBINED AGGREGATE DEDUCTIBLE SCHEDULE FORMS AND ENDORSEMENTS 05-10 NOTIFICATION TO OTHERS OF CANCELLATION 04-13 RECORD OR DISTRB OF MATRL OR INFO EXCL 04-13 BROADENED NAMED INSURED 06-04 EMPLOYEE BENEFITS LIAB (OCCURRENCE) COV 08-04 FELLOW EMPLOYEE COVERAGE ENDORSEMENT 12-01 INCIDENTAL MEDICAL MALPRACTICE COV ENDT 08-04 INCIDENTAL MEDICAL MALPRACTICE COV ENDT 06-04 SILICA OR SILICA MIXED DUST EXCLUSION 12-01 WAIVER OF SUBROGATION (BLANKET) ENDT. 04-06 ABUSIVE ACT LIAB COVERAGE FORM DEC 09-04 EMPLOYEE BENEFITS LIAB (OCCURRENCE) COV 09-04 COMMERCIAL GL COVERAGE PART DECLARATIONS 10-02 COMM GENERAL LIABILITY COVERAGE SCHEDULE 04-13 COMMERCIAL GENERAL LIABILITY COV FORM 03-09 LIMITED COVERAGE/SPECIFIED WRAP-UP 05-04 LEAD LIABILITY EXCLUSION 04-13 CONTRACTORS LIABILITY ENDORSEMENT 07-03 FUNGI OR BACTERIA EXCLUSION 04-13 ADDL INSD-AUTO-OWNERS LESSEES CONTRACTR 04-06 ABUSIVE ACT LIABILITY COVERAGE FORM 10-06 LIMITED OPERATIONS -CONSOLIDATED WRAP-UP 08-08 EARLIER NOTICE OF CANCEL OR NON -RENEWAL 09-08 DEDUCTIBLE 10-07 COMBINED AGGREGATE DEDUCTIBLE 10-07 LEAD LIABILITY EXCLUSION 07-03 ASBESTOS EXCLUSION ENDORSEMENT 04-09 PREMIUM & REPORTS AGREEMENT -COMP 12-04 TX CHANGES -EXPERIENCE RATING MOD 07-10 VIRGINIA CHANGES 03-12 FL CHANGES - CANCELLATION & NONRENEWAL 05-13 KY CHGS-YOUR RIGHT TO CLAIM INFORMATION 07-96 EMPL BENEFITS LIAB (OCCURRENCE) DED ENDT 10-93 EARLIER NOTICE OF CANC PROVIDED BY US 04-13 ELECTRONIC DATA LIABILITY ENDORSEMENT RATED Named Insured AMERESCO, Agent Name ARTHUR J. Policy Number GLO 5852388-04 SCHEDULE OF FORMS AND ENDORSEMENTS Zurich American Insurance Company INC . Effective Date: 11-30-16 12:01 A.M., Standard Time GALLAGHER RISK MGMT Agent No. 18615-000 CG CG CG CG CG CG CG CG CG CG CG CG CG CG 21 06 05-14 EXCL-ACC/DISCL OF CONFI OR PERSONAL INFO 21 08 05-14 EXCL-ACC/DISCL OF CONFI OR PERSONAL INFO 21 47 12-07 EMPLOYMENT -RELATED PRACTICES EXCLUSION 21 49 09-99 TOTAL POLLUTION EXCL ENDT 21 55 09-99 TOTAL POLLUTION EXCL. WITH HOSTILE FIRE 21 86 12-04 EXCL-EXTERIOR INSULATION & FINISH SYSTEM 22 34 04-13 EXCL-CONSTRUCTION MANAGEMENT ERR & OMISS 22 43 04-13 EXCL-ENGINEERS, ARCH OR SURV (PROF LIAB) 22 50 04-13 EXCL-FAILURE TO SUPPLY 22 79 07-98 EXCL-CONTRACTORS-PROF LIAB 24 17 10-01 CONTRACTUAL LIABILITY - RAILROADS 25 03 05-09 DESIGNATED CONSTRUCTION PROJECTS GENERAL 25 04 05-09 DESIGNATED LOCATIONS GENERAL AGGREGATE 26 97 03-06 ALASKA WAR LIABILITY EXCLUSION U-GU-619-A CW (10/02) Important Notice — In Witness Clause ZUR[CHm In return for the payment of premium, and subject to the terms of this policy, coverage is provided as stated in this policy. IN WITNESS WHEREOF, this Company has executed and attested these presents and, where required by law, has caused this policy to be countersigned by its duly Authorized Representative(s). President Corporate Secretary QUESTIONS ABOUT YOUR INSURANCE? Your agent or broker is best equipped to provide information about your insurance. Should you require additional information or assistance in resolving a complaint, call or write to the following (please have your policy or claim number ready): Zurich in North America Customer Inquiry Center 1299 Zurich Way Schaumburg, Illinois 60196-1056 1-800-382-2150 (Business Hours: 8am - 4pm [CT]) Email: info.source@zurichna.com U-GU-319-F (01/09) Page 1 of 1 Policy Number G LO 5852388-04 SCHEDULE OF NAMED INSURED(S) ZURICH AMERICAN INSURANCE COMPANY Named Insured AMERESCO, INC . Agent Name ARTHUR J. GALLAGHER RISK MGMT Effective Date: 11-30-16 12:01 A.M., Standard Time Agent No. 18615-000 NAMED INSURED AMERESCO, INC. AMERESCO MCCARTY ENERGY LLC AMERESCO NORTHAMPTON LLC CITIZENS CONSERVATION SERVICES, INC. SC TIRE PROCESSING LLC SOLUTIONS HOLDINGS, LLC HEC/TOBYHANNA ENERGY PROJECT, INC. HEC/CJTS ENERGY CENTER LLC AMERESCO COMMERCIAL SOLUTIONS A DIVISION OF AMERESCO, INC. SELDERA LLC AMERESCO SOLAR LLC CHURCH STREET SOLAR LLC IVORY STREET SOLAR LLC MA SOLAR HIGHWAY LLC MONTEVUE LANE SOLAR LLC ENERGY SOLUTIONS & SECURITY, LLC ARLINGTON MUNICIPAL SOLAR PROJECTS 2015 LLC WEST NEWBURY MAIN ST. SOLAR LLC AMERESCOSOLUTIONS, INC. AMERESCO ENERTECH, INC. SIERRA ENERGY COMPANY D/B/A AMERESCO E.THREE E.THREE CUSTOM ENERGY SOLUTIONS, LLC AMERESCO PLANERGY HOUSING, INC. AMERESCO FEDERAL SOLUTIONS, INC. AMERESCO ALTERNATE FUELS LLC AMERESCO SELECT, INC. ERI/HEC EFA—MED, LLC AMERESCO QUANTUM, INC. APPLIED ENERGY GROUP, INC. AMERESCO SOUTHWEST, INC. AMERESCO SOLAR — PRODUCTS LLC AMERESCO SOLAR — SOLUTIONS LLC AMERESCO SOLAR — TECHNOLOGIES LLC AMERESCO CHICOPEE ENERGY LLC AMERESCO JANESVILLE LLC AMERESCO LFG — I, INC. D/B/A AMERESCO GOSHEN AMERESCO HALF MOON BAY LLC AMERESCO SANTA CRUZ ENERGY LLC AMERESCO JEFFERSON CITY LLC AMERESCO KELLER CANYON LLC AMERESCO SANTA CLARA LLC AMERESCO BUTTE COUNTY LLC AMERESCO CHIQUITA ENERGY LLC AMERESCO DALLAS LLC AMERESCO FORWARD LLC AMERESCO JOHNSON CANYON LLC AMERESCO SAN ANTONIO LLC AMERESCO SAN JOAQUIN LLC AMERESCO SOLAR BRIDGEWATER LLC AMERESCO SOLAR CANTON LLC AMERESCO SOLAR ENGLEWOOD LLC AMERESCO SOLAR FALL RIVER LLC AMERESCO SOLAR LOGAN LLC AMERESCO SOLAR LOWELL LLC U-GU-621-A CW (10/02) Policy Number GLO 5852388-04 SCHEDULE OF NAMED INSURED(S) ZURICH AMERICAN INSURANCE COMPANY Named Insured AMERESCO, INC . Agent Name ARTHUR J. GALLAGHER RISK MGMT Effective Date: 11— 3 0 —16 12:01 A.M., Standard Time Agent No. 18615-000 NAMED INSURED AMERESCO SOLAR MILTON LLC AMERESCO SOLAR NATICK LLC AMERESCO SOLAR WALTHAM LLC AMERESCO SOLAR WORCESTER LLC AMERESCO VASCO ROAD LLC BRAINTREE SCHOOLS SOLAR PV 2015 LLC DOWNING PARKWAY SOLAR LLC GROTON LANDFILL SOLAR LLC HIGHLAND STREET NATICK SOLAR LLC LEXINGTON MUNICIPAL SOLAR LLC AMERESCO GEORGIA LLC AMERESCO ARS LLC 399 REVOLUTION DRIVE SOLAR LLC 515 MAIN SAUGUS LLC AMERESCO ASSET SUSTAINABILITY GROUP LLC AMERESCO CT LLC AMERESCO DELAWARE ENERGY LLC AMERESCO DMHS LLC AMERESCO AMERESCO AMERESCO AMERESCO AMERESCO AMERESCO AMERESCO AMERESCO AMERESCO AMERESCO DR LLC EVANSVILLE LLC HAWAII LLC LAKE HAVASU LLC NAVY YARD PEAKER LLC PALMETTO LLC POTTER ROAD LLC RANCHLAND LLC RENEWABLE LLC RENEWABLE ENERGY LLC AMERESCO SAN JOAQUIN SOLAR LLC AMERESCO SKUNK CREEK LLC AMERESCO SOLAR NATCIK II LLC AMERESCO SOLAR NEWBURYPORT LLC AMERESCO STAFFORD LLC AMERESCO/PACIFIC ENERGY JV ASHLAND HIGH SCOOL SOLAR LLC ASHLAND HOWE ST. SOLAR LLC ASHLAND MIDDLE SCOOL SOLAR LLC BWC ORIGINATION 8, LLC BRIDGEPORT, CT FUEL CELL LLC CANDLEWOOD SOLAR LLC CLARK INSTITUTE SOLAR LLC EASTON SCHOOLS SOLAR LLC FALL RIVER SOLAR PHASE 2 LLC GLENDALE ROAD SOLAR PV LLC GROVE STREET SOLAR LLC HAMPDEN LANDFILL SOLAR LLC LENOX WILLOW CREEK SOLAR LLC NECK ROAD SOLAR LLC LOOP ROAD SOLAR PV LV MA SOLAR HIGHWAY PHASE 1B LLC MEADOW ROAD SOLAR LLC MEMORIAL FOOTBALL FIELD SOLAR LLC MN CSG 1 LLC MN CSG 2 LLC U-GU-621-A CW (10/02) Policy Number GLO 5852388-04 SCHEDULE OF NAMED INSURED(S) ZURICH AMERICAN INSURANCE COMPANY Named Insured AMERESCO, INC. Agent Name ARTHUR J. GALLAGHER RISK MGMT Effective Date: 11— 3 0 —16 12:01 A.M., Standard Time Agent No. 18615-000 NAMED INSURED MN CSG 3 LLC MN CSG 4 LLC MN CSG 5 LLC MN CSG 6 LLC MN CSG 7 LLC MN CSG 8 LLC MN CSG 9 LLC MN CSG 10 LLC MOODUS FARM SOALAR LLC NATICK HIGH SCHOOL SOLAR LLC NATICK SENIOR CENTER SOLAR LLC NEWTON MUNICIPAL SOLAR LLC NORTH PARISH ROAD SOLAR PV LLC SOLAR FLAGSTAFF ONE LLC NINETY—FIRST AVENUE RENEWABLE BIOGAS LLC READINGTON SOLAR PV LLC RUMFORD AVENUE SOALR LLC SIMSBURY LANDFILL SOLAR LLC SOLAR REVERE ONE LLC SOLAR SHOW LOW ONE LLC STOCKBRIDGE LANDFILL SOLAR PV LLC SYMPAUG SOLAR LLC WAYLAND MUNICIPAL SOLAR LLC WEST COAST MPPA LLC WESTFIELD AIRPORT ROAD SOALR LLC WESTWOOD SCHOOLS SOLAR 1 LLC WOODBRIDGE AVENUE SOLAR LLC U-GU-621-A CW (10/02) INSTALLMENT PREMIUM SCHEDULE The total premium shown in the Declarations of this policy is made payable in installments, on the dates and in the amount shown below. NAMED INSURED AMERESCO, INC. POLICY NUMBER GLO 5852388-04 PAYMENT DUE STANDARD PREMIUM TAXES PREPAID TOTAL PREMIUM 11/30/16 $ 82,942.00 $ 721.51 $ 83,663.51 12/30/16 $ 34,373.00 $ 34,373.00 01/30/17 $ 34,372.00 $ 34,372.00 02/28/17 $ 34,372.00 $ 34,372.00 03/30/17 $ 34,372.00 $ 34,372.00 04/30/17 $ 34,372.00 $ 34,372.00 05/30/17 $ 34,372.00 $ 34,372.00 TOTAL $ 289,175.00 $ 721.51 $ 289,896.51 Failure to pay the Installment Premium by the Date Due shown shall constitute non-payment of premium for which we may cancel this policy. U-GU-406-A (07/94) PAGE 1 OF 1 Policy Number GLO 5852388-04 SCHEDULE OF LOCATIONS Zurich American Insurance Company Named Insured AMERESCO, INC. Effective Date: 11-30-16 12:01 A.M., Standard Time Agent Name ARTHUR J. GALLAGHER RISK MGMT Agent No. 18615-000 Loc. No. Bldg. No. Designated Locations (Address, City, State, Zip Code) Occupancy 001 001 NO SPECIFIC ADDRESS MONTGOMERY, AL 36101 002 000 NO SPECIFIC ADDRESS JUNEAU, AK 99801 003 000 NO SPECIFIC ADDRESS LITTLE ROCK, AR 72201 004 000 NO SPECIFIC ADDRESS PHOENIX, AZ 85001 005 000 NO SPECIFIC ADDRESS SACRAMENTO, CA 94203 006 000 NO SPECIFIC ADDRESS DENVER, CO 80012 007 000 NO SPECIFIC ADDRESS HARTFORD, CT 06101 008 000 NO SPECIFIC ADDRESS DOVER, DE 19901 009 000 NO SPECIFIC ADDRESS WASHINGTON, DC 20001 010 000 NO SPECIFIC ADDRESS TALLAHASSEE, FL 32301 011 000 NO SPECIFIC ADDRESS ATLANTA, GA 30301 012 000 NO SPECIFIC ADDRESS HONOLULU, HI 96801 013 000 NO SPECIFIC ADDRESS SPRINGFIELD, IL 62701 U-GU-618-A CW (10/02) Policy Number GLO 5852388-04 SCHEDULE OF LOCATIONS Zurich American Insurance Company Named Insured AMERESCO, INC. Effective Date: 11-30-16 12:01 A.M., Standard Time Agent Name ARTHUR J . GALLAGHER RISK MGMT Agent No. 18 615— 0 0 0 Loc. No. Bldg. No. Designated Locations (Address, City, State, Zip Code) Occupancy 014 000 NO SPECIFIC ADDRESS _ INDIANAPOLIS, IN 46201 015 000 NO SPECIFIC ADDRESS TOPEKA, KS 66601 016 000 NO SPECIFIC ADDRESS FRANKFORT, KY 40601 017 000 NO SPECIFIC ADDRESS AUGUSTA, ME 04330 018 000 NO SPECIFIC ADDRESS ANNAPOLIS, MD 21401 019 000 NO SPECIFIC ADDRESS BOSTON, MA 02108 020 000 NO SPECIFIC ADDRESS LANSING, MI 48901 021 000 NO SPECIFIC ADDRESS SAINT PAUL, MN 55101 022 000 NO SPECIFIC ADDRESS JEFFERSON CITY, MO 65101 023 000 NO SPECIFIC ADDRESS HELENA, MT 59601 024 000 NO SPECIFIC ADDRESS CARSON CITY, NV 89701 025 000 NO SPECIFIC ADDRESS CONCORD, NH 03301 026 000 NO SPECIFIC ADDRESS TRENTON, NJ 08601 U-GU-618-A CW (10/02) Policy Number GLO 5852388-04 SCHEDULE OF LOCATIONS Zurich American Insurance Company Named Insured AMERESCO, INC. Effective Date: 11-30-16 12:01 A.M., Standard Time Agent Name ARTHUR J. GALLAGHER RISK MGMT Agent No. 18615-000 Loc. No. Bldg. No. Designated Locations (Address, City, State, Zip Code) Occupancy 027 000 NO SPECIFIC ADDRESS NEW YORK, NY 10001 028 000 NO SPECIFIC ADDRESS RALEIGH, NC 27601 029 000 NO SPECIFIC ADDRESS OKLAHOMA CITY, OK 73101 030 000 NO SPECIFIC ADDRESS HARRISBURG, PA 17101 031 000 NO SPECIFIC ADDRESS COLUMBIA, SC 29201 032 000 NO SPECIFIC ADDRESS NASHVILLE, TN 37201 033 000 NO SPECIFIC ADDRESS AUSTIN, TX 73301 034 000 NO SPECIFIC ADDRESS SALT LAKE CITY, UT 84101 035 000 NO SPECIFIC ADDRESS RICH M ON D, VA 23173 036 000 NO SPECIFIC ADDRESS MADISON, WI 53701 037 001 NO FIXED ADDRESS BATON ROUGE, LA 70801 038 001 NO FIXED ADDRESS OREGON CITY, OR 97045 039 001 NO SPECIIC ADDRESS JACKSON, MS 39201 U-GU-618-A CW (10/02) Policy Number GLO 5852388-04 SCHEDULE OF LOCATIONS Zurich American Insurance Company Named Insured AMERESCO, INC. Effective Date: 11-30-16 12:01 A.M., Standard Time Agent Name ARTHUR J. GALLAGHER RISK MGMT Agent No. 18615-000 Loc. No. Bldg. No. Designated Locations (Address, City, State, Zip Code) Occupancy 040 001 NO SPECIFIC ADDRESS AGUA FRIA, NM 87501 041 001 NO SPECIFIC ADDRESS BERLIN, VT 05602 042 001 NO SPECIFIC LOCATION OMAHA, NE 68101 043 001 NO SPECIFIC ADDRESS DES MOINES, IA 50301 044 001 NO SPECIFIC ADDRESS DAYTON, OH 45401 045 001 NO SPECIFIC ADDRESS PROVIDENCE, RI 02901 046 001 NO SPECIFIC LOCATION SEATTLE, WA 98101 047 001 NO SPECIFIC ADDRESS BOISE, ID 83701 U-GU-618-A CW (10/02) Knowledge by Position or Department ZURIC H® Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer No. Add'I. Prem Return Prem. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Business Auto Coverage Part Commercial General Liability Coverage Part Liquor Liability Coverage Part Products/Completed Operations Liability Coverage Part Railroad Protective Liability Coverage Part SCHEDULE Position or Department: SAFETY MANAGER The following Condition is added: Knowledge By Your Employee 1 Knowledge of an "accident", "occurrence", offense, "injury", claim, "suit" or loss by your employee will not in and of itself be considered your knowledge of the "accident", "occurrence", offense, "injury", claim, "suit" or loss unless an employee who: a. Holds a position; or b. Is a member of a department; shown in the Schedule of this endorsement receives such knowledge. 2. This endorsement does not apply unless the Schedule of this endorsement indicates at least one Position or Department. All other terms and conditions of this policy remain unchanged. Includes copyrighted material of Insurance Services Office, Inc., with its permission. U-GU-1016-A CW (06/10) Page 1 of 1 COMMON POLICY CONDITIONS All Coverage Parts included in this policy are subject to the following conditions. A. Cancellation 1. The first Named Insured shown in the Declara- tions may cancel this policy by mailing or de- livering to us advance written notice of cancel- lation. 2. We may cancel this policy by mailing or deliv- ering to the first Named Insured written notice of cancellation at least: a. 10 days before the effective date of cancel- lation if we cancel for nonpayment of pre- mium; or b. 30 days before the effective date of cancel- lation if we cancel for any other reason. 3. We will mail or deliver our notice to the first Named Insured's last mailing address known to us. 4. Notice of cancellation will state the effective date of cancellation. The policy period will end on that date. 5. If this policy is cancelled, we will send the first Named Insured any premium refund due. If we cancel, the refund will be pro rata. If the first Named Insured cancels, the refund may be less than pro rata. The cancellation will be effective even if we have not made or offered a refund. 6. If notice is mailed, proof of mailing will be suf- ficient proof of notice. B. Changes This policy contains all the agreements between you and us concerning the insurance afforded. The first Named Insured shown in the Declarations is authorized to make changes in the terms of this policy with our consent. This policy's terms can be amended or waived only by endorsement issued by us and made a part of this policy. C. Examination Of Your Books And Records We may examine and audit your books and records as they relate to this policy at any time during the policy period and up to three years afterward. D. Inspections And Surveys 1. We have the right to: a. Make inspections and surveys at any time; IL00171198 IL00171198 b. Give you reports on the conditions we find; and c. Recommend changes. 2. We are not obligated to make any inspections, surveys, reports or recommendations and any such actions we do undertake relate only to in- surability and the premiums to be charged. We do not make safety inspections. We do not un- dertake to perform the duty of any person or organization to provide for the health or safety of workers or the public. And we do not war- rant that conditions: a. Are safe or healthful; or b. Comply with laws, regulations, codes or standards. 3. Paragraphs 1. and 2. of this condition apply not only to us, but also to any rating, advisory, rate service or similar organization which makes in- surance inspections, surveys, reports or recom- mendations. 4. Paragraph 2. of this condition does not apply to any inspections, surveys, reports or recommen- dations we may make relative to certification, under state or municipal statutes, ordinances or regulations, of boilers, pressure vessels or ele- vators. E. Premiums The first Named Insured shown in the Declarations: 1. Is responsible for the payment of all premiums; and 2. Will be the payee for any return premiums we pay. F. Transfer Of Your Rights And Duties Under This Policy Your rights and duties under this policy may not be transferred without our written consent except in the case of death of an individual named insured. If you die, your rights and duties will be transferred to your legal representative but only while acting within the scope of duties as your legal representa- tive. Until your legal representative is appointed, anyone having proper temporary custody of your property will have your rights and duties but only with respect to that property. Copyright, Insurance Services Office, Inc., 1998 Page 1 of 1 0 IL 00 21 09 08 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NUCLEAR ENERGY LIABILITY EXCLUSION ENDORSEMENT (Broad Form) This endorsement modifies insurance provided under the following: COMMERCIAL AUTOMOBILE COVERAGE PART COMMERCIAL GENERAL LIABILITY COVERAGE PART FARM COVERAGE PART LIQUOR LIABILITY COVERAGE PART MEDICAL PROFESSIONAL LIABILITY COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART UNDERGROUND STORAGE TANK POLICY 1. The insurance does not apply: A. Under any Liability Coverage, to "bodily injury" or "property damage": (1) With respect to which an "insured" under the policy is also an insured under a nu- clear energy liability policy issued by Nu- clear Energy Liability Insurance Association, Mutual Atomic Energy Liability Underwrit- ers, Nuclear Insurance Association of Can- ada or any of their successors, or would be an insured under any such policy but for its termination upon exhaustion of its limit of li- ability; or (2) Resulting from the "hazardous properties" of "nuclear material" and with respect to which (a) any person or organization is re- quired to maintain financial protection pur- suant to the Atomic Energy Act of 1954, or any law amendatory thereof, or (b) the "in- sured" is, or had this policy not been issued would be, entitled to indemnity from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof, with any person or organi- zation. B. Under any Medical Payments coverage, to expenses incurred with respect to "bodily in- jury" resulting from the "hazardous properties" of "nuclear material" and arising out of the op- eration of a "nuclear facility" by any person or organization. IL00210908 C. Under any Liability Coverage, to "bodily injury" or "property damage" resulting from "hazardous properties" of "nuclear material", if: (1) The "nuclear material" (a) is at any "nuclear facility" owned by, or operated by or on be- half of, an 'insured" or (b) has been dis- charged or dispersed therefrom; (2) The "nuclear material" is contained in "spent fuel" or "waste" at any time possessed, han- dled, used, processed, stored, transported or disposed of, by or on behalf of an "in- sured"; or The "bodily injury" or "property damage" arises out of the furnishing by an "insured" of services, materials, parts or equipment in connection with the planning, construction, maintenance, operation or use of any "nu- clear facility", but if such facility is located within the United States of America, its terri- tories or possessions or Canada, this ex- clusion (3) applies only to "property dam- age" to such "nuclear facility" and any property thereat. 2. As used in this endorsement: "Hazardous properties" includes radioactive, toxic or explosive properties. "Nuclear material" means "source material", "special nuclear material" or "by-product material". (3) © ISO Properties, Inc., 2007 Page 1 of 2 0 "Source material", "special nuclear material", and "by-product material" have the meanings given them in the Atomic Energy Act of 1954 or in any law amendatory thereof. "Spent fuel" means any fuel element or fuel com- ponent, solid or liquid, which has been used or exposed to radiation in a "nuclear reactor". 'Waste" means any waste material (a) containing "by-product material" other than the tailings or wastes produced by the extraction or concentra- tion of uranium or thorium from any ore processed primarily for its "source material" content, and (b) resulting from the operation by any person or or- ganization of any "nuclear facility" included under the first two paragraphs of the definition of "nu- clear facility". "Nuclear facility" means: (a) Any "nuclear reactor"; (b) Any equipment or device designed or used for (1) separating the isotopes of uranium or plutonium, (2) processing or utilizing "spent fuel", or (3) handling, processing or packaging "waste"; (c) Any equipment or device used for the proc- essing, fabricating or alloying of "special nuclear material" if at any time the total amount of such material in the custody of the "insured" at the premises where such equipment or device is located consists of or contains more than 25 grams of pluto- nium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235; (d) Any structure, basin, excavation, premises or place prepared or used for the storage or disposal of "waste"; and includes the site on which any of the forego- ing is located, all operations conducted on such site and all premises used for such operations. "Nuclear reactor" means any apparatus designed or used to sustain nuclear fission in a self- supporting chain reaction or to contain a critical mass of fissionable material. "Property damage" includes all forms of radioactive contamination of property. Page 2 of 2 © ISO Properties, Inc., 2007 IL 00 21 09 08 0 IL 02 77 03 12 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. LOUISIANA CHANGES - CANCELLATION AND NONRENEWAL This endorsement modifies insurance provided under the following: CAPITAL ASSETS PROGRAM (OUTPUT POLICY) COVERAGE PART COMMERCIAL AUTOMOBILE COVERAGE PART COMMERCIAL GENERAL LIABILITY COVERAGE PART COMMERCIAL INLAND MARINE COVERAGE PART COMMERCIAL LIABILITY UMBRELLA COVERAGE PART COMMERCIAL PROPERTY COVERAGE PART CRIME AND FIDELITY COVERAGE PART EMPLOYMENT -RELATED PRACTICES LIABILITY COVERAGE PART EQUIPMENT BREAKDOWN COVERAGE PART FARM COVERAGE PART LIQUOR LIABILITY COVERAGE PART MEDICAL PROFESSIONAL LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART STANDARD PROPERTY POLICY A. Paragraph 2. of the Cancellation Common Policy Condition is replaced by the following, which applies unless Paragraph B. of this endorsement applies: 2. Notice Of Cancellation a. Cancellation Of Policies In Effect For Fewer Than 60 Days Which Are Not Renewals If this policy has been in effect for fewer than 60 days and is not a renewal of a policy we issued, we may cancel this policy for any reason, subject to the following: (1) Cancellation for nonpayment of premium: We may cancel this policy by mailing or delivering to the first Named Insured written notice of cancellation at least 10 days before the effective date of cancellation. (2) Cancellation for any other reason: We may cancel this policy by mailing or delivering to the first Named Insured written notice of cancellation at least 60 days before the effective date of cancellation. b. Cancellation Of Renewal Policies And New Policies In Effect For 60 Days Or More If this policy has been in effect for 60 days or more, or is a renewal of a policy we issued, we may cancel only for one or more of the following reasons: (1) Nonpayment of premium; (2) Fraud or material misrepresentation made by you or with your knowledge with the intent to deceive in obtaining the policy, continuing the policy, or in presenting a claim under the policy; Activities or omissions by you which change or increase any hazard insured against; (4) Change in the risk which increases the risk of loss after we issued or renewed this policy, including an increase in exposure due to regulation, legislation, or court decision; Determination by the Commissioner of Insurance that the continuation of this policy would jeopardize our solvency or would place us in violation of the insurance laws of this or any other state; (3) (5) IL 02 77 0312 © Insurance Services Office, Inc., 2011 Page 1 of 3 El (6) The insured's violation or breach of any policy terms or conditions; or (7) Any other reasons that are approved by the Commissioner of Insurance. We will mail or deliver written notice of cancellation under Paragraph A.2.b. to the first Named Insured at least: (a) 10 days before the effective date of cancellation if we cancel for nonpayment of premium; or (b) 30 days before the effective date of cancellation if we cancel for a reason described in Paragraphs A.2.b.(2) through (7) above. B. Paragraph 2. of the Cancellation Common Policy Condition is replaced by the following, which applies with respect to premium payments due on new and renewal policies, including installment payments: 2. Notice Of Cancellation a. If your premium payment check or other negotiable instrument is returned to us or our agent or a premium finance company because it is uncollectible for any reason, we may cancel the policy subject to Paragraphs B.2.b. and B.2.c. b. We may cancel the policy effective from the date the premium payment was due, by sending you written notice by certified mail, or by delivering such notice to you within 10 days of the date that we receive notice of the returned check or negotiable instrument. c. The cancellation notice will also advise you that the policy will be reinstated effective from the date the premium payment was due, if you present to us a cashier's check or money order for the full amount of the returned check or other negotiable instrument within 10 days of the date that the cancellation notice was mailed. C. With respect to the Coverage Parts and Policies to which this endorsement applies, except the Equipment Breakdown Coverage Part, Paragraph 5. of the Cancellation Common Policy Condition is replaced by the following: 5. Premium Refund If this policy is cancelled, we will return any premium refund due, subject to Paragraphs C.5.a., C.5.b., C.5.c., C.5.d., C.5.e. and C.5.f. The cancellation will be effective even if we have not made or offered a refund. a. If we cancel, the refund will be pro rata. b. If the first Named Insured cancels, the refund will not be less than 90% of the pro rata unearned premium, rounded to the next higher whole dollar. The refund will be returned within 30 days after the effective date of cancellation. c. We will send the refund to the first Named Insured unless Paragraph C.5.d. or C.5.e. applies. d. If we cancel based on Paragraph B.2. of this endorsement, we will return the premium due, if any, within 10 days after the expiration of the 10-day period referred to in B.2.c. If the policy was financed by a premium finance company, or if payment was advanced by the insurance agent, we will send the return premium directly to such payor. e. With respect to any cancellation of the Commercial Auto Coverage Part, we will send the return premium, if any, to the premium finance company if the premium was financed by such company. f. When return premium payment is sent to the premium finance company or the agent of the insured, we will provide notice to you, at the time of cancellation, that a return of unearned premium may be generated by the cancellation. D. With respect to the Equipment Breakdown Coverage Part, Paragraph 5. of the Cancellation Common Policy Condition is replaced by the following: 5. Premium Refund If this policy is cancelled, we will return any premium refund due, subject to Paragraphs D.5.a., D.5.b., D.5.c., D.5.d. and D.5.e. The cancellation will be effective even if we have not made or offered a refund. a. If we cancel, the refund will be pro rata. b. If the first Named Insured cancels, the refund will not be less than 75% of the pro rata unearned premium, rounded to the next higher whole dollar. The refund will be returned within 30 days after the effective date of cancellation. c. We will send the refund to the first Named Insured unless Paragraph D.5.d. applies. Page 2 of 3 © Insurance Services Office, Inc., 2011 IL 02 77 03 12 ❑ d. If we cancel based on Paragraph B.2. of this endorsement, we will return the premium due, if any, within 10 days after the expiration of the 10-day period referred to in B.2.c. If the policy was financed by a premium finance company, or if payment was advanced by the insurance agent, we will send the return premium directly to such payor. e. When return premium payment is sent to the premium finance company or the agent of the insured, we will provide notice to you, at the time of cancellation, that a return of unearned premium may be generated by the cancellation. E. The Premiums Common Policy Condition is replaced by the following: Premiums 1. The first Named Insured shown in the Declarations is responsible for the payment of all premiums. 2. We will pay return premiums, if any, to the first Named Insured, unless another person or entity is entitled to be the payee in accordance with Paragraph C. or D. of this endorsement. F. Paragraph f. of the Mortgageholders Condition in the Commercial Property Coverage Part, Standard Property Policy and the Capital Assets Program (Output Policy) Coverage Part, and Paragraph 4.f. of the Mortgageholders Condition in the Farm Coverage Part are replaced by the following: If we cancel a policy that has been in effect for fewer than 60 days and is not a renewal of a policy we issued, we will give written notice to the mortgageholder, pledgee or other known person shown in the policy to have an insurable interest in any loss, at least: (1) 10 days before the effective date of cancellation, if we cancel for nonpayment of premium; or (2) 60 days before the effective date of cancellation, if we cancel for any other reason. IL 02 77 03 12 If we cancel a policy that has been in effect for 60 days or more, or is a renewal of a policy we issued, we will give written notice to the mortgageholder, pledgee or other known person shown in the policy to have an insurable interest in any loss, at least: (1) 10 days before the effective date of cancellation, if we cancel for nonpayment of premium; or (2) 30 days before the effective date of cancellation, if we cancel for any other reason. G. The following is added and supersedes any other provision to the contrary: Nonrenewal 1. If we decide not to renew this policy, we will mail or deliver written notice of nonrenewal to the first Named Insured, mortgageholder, pledgee or other known person shown in the policy to have an insurable interest in any loss, at least 60 days before its expiration date, or its anniversary date if it is a policy written for a term of more than one year or with no fixed expiration date. 2. We need not mail or deliver this notice if: a. We or another company within our insurance group have offered to issue a renewal policy; or b. You have obtained replacement coverage or have agreed in writing to obtain replacement coverage. 3. Any notice of nonrenewal will be mailed or delivered to the first Named Insured, mortgageholder, pledgee or other known person shown in the policy to have an insurable interest in any loss, at the last mailing address known to us. If notice is mailed, proof of mailing will be sufficient proof of notice. 4. Such notice to the insured shall include the insured's loss run information for the period the policy has been in force within, but not to exceed, the last three years of coverage. © Insurance Services Office, Inc., 2011 Page 3 of 3 D IL 00 03 09 08 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CALCULATION OF PREMIUM This endorsement modifies insurance provided under the following: CAPITAL ASSETS PROGRAM (OUTPUT POLICY) COVERAGE PART COMMERCIAL AUTOMOBILE COVERAGE PART COMMERCIAL GENERAL LIABILITY COVERAGE PART COMMERCIAL INLAND MARINE COVERAGE PART COMMERCIAL PROPERTY COVERAGE PART CRIME AND FIDELITY COVERAGE PART EMPLOYMENT -RELATED PRACTICES LIABILITY COVERAGE PART EQUIPMENT BREAKDOWN COVERAGE PART FARM COVERAGE PART LIQUOR LIABILITY COVERAGE PART MEDICAL PROFESSIONAL LIABILITY COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART The following is added: The premium shown in the Declarations was com- puted based on rates in effect at the time the policy was issued. On each renewal, continuation, or anni- versary of the effective date of this policy, we will compute the premium in accordance with our rates and rules then in effect. IL 00 03 09 08 © ISO Properties, Inc., 2007 Page 1 of 1 0 Combined Aggregate Deductible Schedule Policy No. Eff. Date of Pol. Exp. Date of Pol. GLO 5852388-04 11-30-2016 11-30-2017 ZURICH THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement provides supplementary information to be used with the following: Business Auto Coverage Form Commercial General Liability Coverage Part Employee Benefits Liability Coverage Part Garage Coverage Form Liquor Liability Coverage Part Motor Carrier Coverage Form Stop Gap — Employers Liability Coverage Part Truckers Coverage Form Workers Compensation and Employers Liability Policy The Combined Aggregate Deductible is adjustable and determined as the sum of the rate(s) multiplied by the final audited Exposure(s). Estimated Exposure Rate Per Of (Exposure Basis) 1.853 The Deductible Amounts for the policies listed here will be combined with this policy for the application of the Combined Aggregate Deductible Amount. Policy Number(s): Combined Aggregate Deductible Amount Minimum Combined Aggregate Deductible Amount 1,675,000 U-GU-D-639-A CW (7/07) Page 1 of 1 Notice to Indiana Policyholders Regarding Filing Complaints with the Department of Insurance Questions regarding your policy or coverage should be directed to: Customer Inquiry Center Zurich North America 1299 Zurich Way Schaumburg, IL 60196 800-382-2150 ZURICHf If you (a) need the assistance of the governmental agency that regulates insurance; or (b) have a complaint you have been unable to resolve with your insurer you may contact the Department of Insurance by mail, telephone or email: State of Indiana Department of Insurance Consumer Services Division 311 West Washington Street, Suite 300 Indianapolis, Indiana 46204 Consumer Hotline: (800) 622-4461; (317) 232-2395 Complaints can be filed electronically at www.in.gov/idoi. U-GU-102-C (09/09) Page 1 of 1 Important Notice to Florida Policyholders 9 ZURICHr In the event you need to contact someone about this policy, for any reason, please contact your agent. If you have additional questions, you may contact the Zurich U.S. office at the following address and telephone number: Customer Inquiry Center Zurich North America 1299 Zurich Way Schaumburg, IL 60196 800-382-2150 If you have been unable to contact or obtain satisfaction from your agent or company, you may contact the Florida Office of Insurance Regulation at: Office of Insurance Regulation 200 East Gaines Street Tallahassee, Florida 32399 850-413-3140 ATTACH THIS NOTICE TO YOUR POLICY: This notice is for information only and does not become a part or condition of the attached document. U-GU-395-D (07/09) Page 1 of 1 0 ZURICH Important Notice Texas Safety Consultation Services Zurich in North America has loss control services available at no additional charge. If you would like additional information regarding these services, please contact us or visit our website. If you would like to request services, please complete the information on this form and mail it to the address listed below. Zurich Services Corporation Risk Engineering 1299 Zurich Way Schaumburg, Illinois 60196-1056 1-800-982-5964 http://www.zurichna.com/riskengineering I request additional safety and health services Company name Contact name Address City Telephone number State Policy number Zip code LC-373-C TX (01 / 12) Page 1 of 1 Illinois Civil Union Act Policyholder Notice 9 ZURICH9 On June 1, 2011, Public Act 96-1513, the Religious Freedom Protection and Civil Union Act ("the Act") became effective. Under the Act, both same -sex and opposite -sex couples may enter into a civil union. A party to a civil union is entitled to the same legal obligations, responsibilities, protections, and benefits as are afforded or recognized by the law of Illinois a spouse; whether they derive from statute, administrative rule, common law, or any other source of civil or criminal law. A marriage between persons of the same sex, a civil union, or a substantially similar legal relationship other than common law marriage, legally entered into in another jurisdiction, shall be legally recognized in Illinois as a civil union. CAUTION: FEDERAL LAW RIGHTS MAY OR MAY NOT BE AVAILABLE: Illinois law grants parties to a civil union the same benefits, protections and responsibilities that flow from marriage under state law. However, some or all of the benefits, protections and responsibilities related to health insurance that are available to married persons under federal law may not be available to parties to a civil union. For example, the Employee Retirement Income Security Act of 1974, a federal law known as "ERISA" controls the employer/employee relationship with regard to determining eligibility for enrollment in private employer health benefit plans. Because of ERISA, Act 91 does not state requirements pertaining to a private employer's enrollment of a party to a civil union in an ERISA employee welfare benefit plan. However, governmental employers (not federal government) are required to provide health benefits to the dependents of a party to a civil union if the public employer provides health benefits to the dependents of married persons. Federal law also controls group health insurance continuation rights under "COBRA" for employers with 20 or more employees as well as the Internal Revenue Code treatment of health insurance premiums. As a result, parties to a civil union and their families may or may not have access to certain benefits under this policy, contract, certificate, rider or endorsement that derive from federal law. You are advised to seek expert advice to determine your rights. U-GU-1110-B IL (10/11) Page 1 of 1 Notification to Others of Cancellation ZURICHC Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer No. Add'I. Prem Return Prem. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part Liquor Liability Coverage Part Products/Completed Operations Liability Coverage Part A. If we cancel this Coverage Part(s) by written notice to the first Named Insured for any reason other than nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation: 1. To the name and address corresponding to each person or organization shown in the Schedule below; and 2. At least 10 days prior to the effective date of the cancellation, as advised in our notice to the first Named Insured, or the longer number of days notice if indicated in the Schedule below. B. If we cancel this Coverage Part(s) by written notice to the first Named Insured for nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation to the name and address corresponding to each person or organization shown in the Schedule below at least 10 days prior to the effective date of such cancellation. C. If notice as described in Paragraphs A. or B. of this endorsement is mailed, proof of mailing will be sufficient proof of such notice. SCHEDULE Name and Address of Other Person(s) / Organization(s): Number of Days Notice: DORMITORY AUTHORITY — STATE OF NEW YORK 30 515 BROADWAY ALBANY, NY 12207-2964 All other terms and conditions of this policy remain unchanged. U-GL-1446-A CW (05/10) Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Notification to Others of Cancellation ZURICH Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer No. Add'I. Prem Return Prem. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part Liquor Liability Coverage Part Products/Completed Operations Liability Coverage Part A. If we cancel this Coverage Part(s) by written notice to the first Named Insured for any reason other than nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation: 1. To the name and address corresponding to each person or organization shown in the Schedule below; and 2. At least 10 days prior to the effective date of the cancellation, as advised in our notice to the first Named Insured, or the longer number of days notice if indicated in the Schedule below. B. If we cancel this Coverage Part(s) by written notice to the first Named Insured for nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation to the name and address corresponding to each person or organization shown in the Schedule below at least 10 days prior to the effective date of such cancellation. C. If notice as described in Paragraphs A. or B. of this endorsement is mailed, proof of mailing will be sufficient proof of such notice. SCHEDULE Name and Address of Other Person(s) / Organization(s): Number of Days Notice: PG&E CORPORATION 30 ONE MARKET SPEAR TOWER SAN FRANCISCO, CA 94105 All other terms and conditions of this policy remain unchanged. Includes copyrighted material of Insurance Services Office, Inc., with its permission. U-GL-1446-A CW (05/10) Page 1 of 1 Notification to Others of Cancellation ZURICH° Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer No. Add'I. Prem Return Prem. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part Liquor Liability Coverage Part Products/Completed Operations Liability Coverage Part A. If we cancel this Coverage Part(s) by written notice to the first Named Insured for any reason other than nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation: 1. To the name and address corresponding to each person or organization shown in the Schedule below; and 2. At least 10 days prior to the effective date of the cancellation, as advised in our notice to the first Named Insured, or the longer number of days notice if indicated in the Schedule below. B. If we cancel this Coverage Part(s) by written notice to the first Named Insured for nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation to the name and address corresponding to each person or organization shown in the Schedule below at least 10 days prior to the effective date of such cancellation. C. If notice as described in Paragraphs A. or B. of this endorsement is mailed, proof of mailing will be sufficient proof of such notice. SCHEDULE Name and Address of Other Person(s) / Organization(s): Number of Days Notice: UNION BANK, N.A. 30 MAIL CODE V01-492 P.O. BOX 30115 LOS ANGELES, CA 90030 All other terms and conditions of this policy remain unchanged. Includes copyrighted material of Insurance Services Office, Inc., with its permission. U-GL-1446-A CW (05/10) Page 1 of 1 Notification to Others of Cancellation 9 ZURIC H6) Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer No. Add'I. Prem Return Prem. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part Liquor Liability Coverage Part Products/Completed Operations Liability Coverage Part A. If we cancel this Coverage Part(s) by written notice to the first Named Insured for any reason other than nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation: 1. To the name and address corresponding to each person or organization shown in the Schedule below; and 2. At least 10 days prior to the effective date of the cancellation, as advised in our notice to the first Named Insured, or the longer number of days notice if indicated in the Schedule below. B. If we cancel this Coverage Part(s) by written notice to the first Named Insured for nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation to the name and address corresponding to each person or organization shown in the Schedule below at least 10 days prior to the effective date of such cancellation. C. If notice as described in Paragraphs A. or B. of this endorsement is mailed, proof of mailing will be sufficient proof of such notice. SCHEDULE Name and Address of Other Person(s) / Organization(s): Number of Days Notice: ICF CONSULTING SERVICES, LLC 30 9300 LEE HIGHWAY FAIRFAX, VA 22031 All other terms and conditions of this policy remain unchanged. Includes copyrighted material of Insurance Services Office, Inc., with its permission. U-GL-1446-A CW (05/10) Page 1 of 1 Notification to Others of Cancellation ZURICH Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer No. Add'I. Prem Return Prem. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part Liquor Liability Coverage Part Products/Completed Operations Liability Coverage Part A. If we cancel this Coverage Part(s) by written notice to the first Named Insured for any reason other than nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation: 1. To the name and address corresponding to each person or organization shown in the Schedule below; and 2. At least 10 days prior to the effective date of the cancellation, as advised in our notice to the first Named Insured, or the longer number of days notice if indicated in the Schedule below. B. If we cancel this Coverage Part(s) by written notice to the first Named Insured for nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation to the name and address corresponding to each person or organization shown in the Schedule below at least 10 days prior to the effective date of such cancellation. C. If notice as described in Paragraphs A. or B. of this endorsement is mailed, proof of mailing will be sufficient proof of such notice. SCHEDULE Name and Address of Other Person(s) / Organization(s): Number of Days Notice: CITY OF DALLAS 30 OFFICE OF RISK MANAGEMENT CITY HALL 1500 MARILLA ST DALLAS, TX 75201 All other terms and conditions of this policy remain unchanged. U-GL-1446-A CW (05/10) Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Notification to Others of Cancellation ZURICHr Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer No. Add'I. Prem Return Prem. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part Liquor Liability Coverage Part Products/Completed Operations Liability Coverage Part A. If we cancel this Coverage Part(s) by written notice to the first Named Insured for any reason other than nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation: 1. To the name and address corresponding to each person or organization shown in the Schedule below; and 2. At least 10 days prior to the effective date of the cancellation, as advised in our notice to the first Named Insured, or the longer number of days notice if indicated in the Schedule below. B. If we cancel this Coverage Part(s) by written notice to the first Named Insured for nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation to the name and address corresponding to each person or organization shown in the Schedule below at least 10 days prior to the effective date of such cancellation. C. If notice as described in Paragraphs A. or B. of this endorsement is mailed, proof of mailing will be sufficient proof of such notice. SCHEDULE Name and Address of Other Person(s) / Organization(s): Number of Days Notice: CITY OF RENO 30 1 EAST FIRST STREET PO BOX 1900 RENO NV 89505 USA All other terms and conditions of this policy remain unchanged. Includes copyrighted material of Insurance Services Office, Inc., with its permission. U-GL-1446-A CW (05/10) Page 1 of 1 Notification to Others of Cancellation ZURICH- Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer No. Add'I. Prem Return Prem. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part Liquor Liability Coverage Part Products/Completed Operations Liability Coverage Part A. If we cancel this Coverage Part(s) by written notice to the first Named Insured for any reason other than nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation: 1. To the name and address corresponding to each person or organization shown in the Schedule below; and 2. At least 10 days prior to the effective date of the cancellation, as advised in our notice to the first Named Insured, or the longer number of days notice if indicated in the Schedule below. B. If we cancel this Coverage Part(s) by written notice to the first Named Insured for nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation to the name and address corresponding to each person or organization shown in the Schedule below at least 10 days prior to the effective date of such cancellation. C. If notice as described in Paragraphs A. or B. of this endorsement is mailed, proof of mailing will be sufficient proof of such notice. SCHEDULE Name and Address of Other Person(s) / Organization(s): Number of Days Notice: CITY OF SPARKS 30 431 PRATER WAY SPARKS NV 89431 USA All other terms and conditions of this policy remain unchanged. Includes copyrighted material of Insurance Services Office, Inc., with its permission. U-GL-1446-A CW (05/10) Page 1 of 1 Notification to Others of Cancellation ZURICHO Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer No. Add'I. Prem Return Prem. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part Liquor Liability Coverage Part Products/Completed Operations Liability Coverage Part A. If we cancel this Coverage Part(s) by written notice to the first Named Insured for any reason other than nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation: 1. To the name and address corresponding to each person or organization shown in the Schedule below; and 2. At least 10 days prior to the effective date of the cancellation, as advised in our notice to the first Named Insured, or the longer number of days notice if indicated in the Schedule below. B. If we cancel this Coverage Part(s) by written notice to the first Named Insured for nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation to the name and address corresponding to each person or organization shown in the Schedule below at least 10 days prior to the effective date of such cancellation. C. If notice as described in Paragraphs A. or B. of this endorsement is mailed, proof of mailing will be sufficient proof of such notice. SCHEDULE Name and Address of Other Person(s) / Organization(s): Number of Days Notice: 5301 PROPERTIES, LLC 30 3403 LANCASTER PIKE WILMINGTON, DE 19805 All other terms and conditions of this policy remain unchanged. U-GL-1446-A CW (05/10) Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Notification to Others of Cancellation ZURICH Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer No. Add'I. Prem Return Prem. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part Liquor Liability Coverage Part Products/Completed Operations Liability Coverage Part A. If we cancel this Coverage Part(s) by written notice to the first Named Insured for any reason other than nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation: 1. To the name and address corresponding to each person or organization shown in the Schedule below; and 2. At least 10 days prior to the effective date of the cancellation, as advised in our notice to the first Named Insured, or the longer number of days notice if indicated in the Schedule below. B. If we cancel this Coverage Part(s) by written notice to the first Named Insured for nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation to the name and address corresponding to each person or organization shown in the Schedule below at least 10 days prior to the effective date of such cancellation. C. If notice as described in Paragraphs A. or B. of this endorsement is mailed, proof of mailing will be sufficient proof of such notice. SCHEDULE Name and Address of Other Person(s) / Organization(s): Number of Days Notice: SOUTHERN CALIFORNIA EDISON COMPANY C/O INSURANCE 30 TRACKING SERVICES, INC. (ITS) CONTRACT #WTD221 — SGIA P.O. BOX 21919 LONG BEACH, CA 90801 All other terms and conditions of this policy remain unchanged. U-GL-1446-A CW (05/10) Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Notification to Others of Cancellation ZURICH9 Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer No. Add'I. Prem Return Prem. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part Liquor Liability Coverage Part Products/Completed Operations Liability Coverage Part A. If we cancel this Coverage Part(s) by written notice to the first Named Insured for any reason other than nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation: 1. To the name and address corresponding to each person or organization shown in the Schedule below; and 2. At least 10 days prior to the effective date of the cancellation, as advised in our notice to the first Named Insured, or the longer number of days notice if indicated in the Schedule below. B. If we cancel this Coverage Part(s) by written notice to the first Named Insured for nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation to the name and address corresponding to each person or organization shown in the Schedule below at least 10 days prior to the effective date of such cancellation. C. If notice as described in Paragraphs A. or B. of this endorsement is mailed, proof of mailing will be sufficient proof of such notice. SCHEDULE Name and Address of Other Person(s) / Organization(s): Number of Days Notice: CITY OF DALLAS, SANITATION SERVICES, PROJECT NUMBER: 30 132181, C/O CERTFOCUS PO BOX 140528 KANSAS CITY, MO 64114 All other terms and conditions of this policy remain unchanged. Includes copyrighted material of Insurance Services Office, Inc., with its permission. U-GL-1446-A CW (05/10) Page 1 of 1 Notification to Others of Cancellation ZURICH Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer No. Add 'I. Prem Return Prem. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part Liquor Liability Coverage Part Products/Completed Operations Liability Coverage Part A. If we cancel this Coverage Part(s) by written notice to the first Named Insured for any reason other than nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation: 1. To the name and address corresponding to each person or organization shown in the Schedule below; and 2. At least 10 days prior to the effective date of the cancellation, as advised in our notice to the first Named Insured, or the longer number of days notice if indicated in the Schedule below. B. If we cancel this Coverage Part(s) by written notice to the first Named Insured for nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation to the name and address corresponding to each person or organization shown in the Schedule below at least 10 days prior to the effective date of such cancellation. C. If notice as described in Paragraphs A. or B. of this endorsement is mailed, proof of mailing will be sufficient proof of such notice. SCHEDULE Name and Address of Other Person(s) / Organization(s): Number of Days Notice: SOUTHERN CALIFORNIA EDISON MANAGER, 30 GRID CONTRACTORS ADMINISTRATION & BILLING GO1, QUAD 4C, 2244 WALNUT GROVE AVENUE ROSEMEAD, CA 91770 All other terms and conditions of this policy remain unchanged. Includes copyrighted material of Insurance Services Office, Inc., with its permission. U-GL-1446-A CW (05/10) Page 1 of 1 Notification to Others of Cancellation ZURICH® Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer No. Add'I. Prem Return Prem. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part Liquor Liability Coverage Part Products/Completed Operations Liability Coverage Part A. If we cancel this Coverage Part(s) by written notice to the first Named Insured for any reason other than nonpayment of premium, we will mail or deliver a copy of such written notice. of cancellation: 1. To the name and address corresponding to each person or organization shown in the Schedule below; and 2. At least 10 days prior to the effective date of the cancellation, as advised in our notice to the first Named Insured, or the longer number of days notice if indicated in the Schedule below. B. If we cancel this Coverage Part(s) by written notice to the first Named Insured for nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation to the name and address corresponding to each person or organization shown in the Schedule below at least 10 days prior to the effective date of such cancellation. C. If notice as described in Paragraphs A. or B. of this endorsement is mailed, proof of mailing will be sufficient proof of such notice. SCHEDULE Name and Address of Other Person(s) / Organization(s): Number of Days Notice: KAISER FOUNDATION HOSPITALS 30 1800 HARRISON STREET, 22ND FLOOR OAKLAND, CA 96412 All other terms and conditions of this policy remain unchanged. U-GL-1446-A CW (05/10) Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Notification to Others of Cancellation ZURICH` Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer No. Add'I. Prem Return Prem. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part Liquor Liability Coverage Part Products/ Completed Operations Liability Coverage Part A. If we cancel this Coverage Part(s) by written notice to the first Named Insured for any reason other than nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation: 1. To the name and address corresponding to each person or organization shown in the Schedule below; and 2. At least 10 days prior to the effective date of the cancellation, as advised in our notice to the first Named Insured, or the longer number of days notice if indicated in the Schedule below. B. If we cancel this Coverage Part(s) by written notice to the first Named Insured for nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation to the name and address corresponding to each person or organization shown in the Schedule below at least 10 days prior to the effective date of such cancellation. C. If notice as described in Paragraphs A. or B. of this endorsement is mailed, proof of mailing will be sufficient proof of such notice. SCHEDULE Name and Address of Other Person(s) / Organization(s): Number of Days Notice: MIDAMERICAN ENERGY COMPANY, ATTN: INSURANCE SERVICES 30 P.O. BOX 657 DES MOINES, IA 50306-0657 All other terms and conditions of this policy remain unchanged. U-GL-1446-A CW (05/ 10) Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Notification to Others of Cancellation 0 ZURICHr Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer No. Add 'I. Prem Return Prem. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part Liquor Liability Coverage Part Products/Completed Operations Liability Coverage Part A. If we cancel this Coverage Part(s) by written notice to the first Named Insured for any reason other than nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation: 1. To the name and address corresponding to each person or organization shown in the Schedule below; and 2. At least 10 days prior to the effective date of the cancellation, as advised in our notice to the first Named Insured, or the longer number of days notice if indicated in the Schedule below. B. If we cancel this Coverage Part(s) by written notice to the first Named Insured for nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation to the name and address corresponding to each person or organization shown in the Schedule below at least 10 days prior to the effective date of such cancellation. C. If notice as described in Paragraphs A. or B. of this endorsement is mailed, proof of mailing will be sufficient proof of such notice. SCHEDULE Name and Address of Other Person(s) / Organization(s): Number of Days Notice: FIRSTAR DEVELOPMENT LLC, C/O TRAXLER & TONG INC. 30 PO BOX 279 SAN ANSELMO, CA 94979 All other terms and conditions of this policy remain unchanged. Includes copyrighted material of Insurance Services Office, Inc., with its permission. U-GL-1446-A CW {05/ 10) Page 1 of 1 Notification to Others of Cancellation ZURICH® Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer No. Add'I. Prem Return Prem. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part Liquor Liability Coverage Part Products/ Completed Operations Liability Coverage Part A. If we cancel this Coverage Part(s) by written notice to the first Named Insured for any reason other than nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation: 1. To the name and address corresponding to each person or organization shown in the Schedule below; and 2. At least 10 days prior to the effective date of the cancellation, as advised in our notice to the first Named Insured, or the longer number of days notice if indicated in the Schedule below. B. If we cancel this Coverage Part(s) by written notice to the first Named Insured for nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation to the name and address corresponding to each person or organization shown in the Schedule below at least 10 days prior to the effective date of such cancellation. C. If notice as described in Paragraphs A. or B. of this endorsement is mailed, proof of mailing will be sufficient proof of such notice. SCHEDULE Name and Address of Other Person(s) / Organization(s): Number of Days Notice: KEYBANK NATIONAL ASSOCIATION 30 127 PUBLIC SQUARE CLEVELAND, OH 44114 All other terms and conditions of this policy remain unchanged. U-GL-1446-A CW (05/10) Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Notification to Others of Cancellation ZURICH Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer No. Add'I. Prem Return Prem. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part Liquor Liability Coverage Part Products/Completed Operations Liability Coverage Part A. If we cancel this Coverage Part(s) by written notice to the first Named Insured for any reason other than nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation: 1. To the name and address corresponding to each person or organization shown in the Schedule below; and 2. At least 10 days prior to the effective date of the cancellation, as advised in our notice to the first Named Insured, or the longer number of days notice if indicated in the Schedule below. B. If we cancel this Coverage Part(s) by written notice to the first Named Insured for nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation to the name and address corresponding to each person or organization shown in the Schedule below at least 10 days prior to the effective date of such cancellation. C. If notice as described in Paragraphs A. or B. of this endorsement is mailed, proof of mailing will be sufficient proof of such notice. SCHEDULE Name and Address of Other Person(s) / Organization(s): Number of Days Notice: DEFENSE LOGISTICS AGENCY ENERGY, ATTN: CHELSEY HAYES, 30 DLA CONTRACTING SPECIALIST 8725 JOHN J. KINGMAN ROAD FORT BELVOIR, VA 22060-6222 All other terms and conditions of this policy remain unchanged. Includes copyrighted material of Insurance Services Office, Inc., with its permission. U-GL-1446-A CW (05/10) Page 1 of 1 Notification to Others of Cancellation ZURICHry Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer No. Add'I. Prem Return Prem. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part Liquor Liability Coverage Part Products/Completed Operations Liability Coverage Part A. If we cancel this Coverage Part(s) by written notice to the first Named Insured for any reason other than nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation: 1. To the name and address corresponding to each person or organization shown in the Schedule below; and 2. At least 10 days prior to the effective date of the cancellation, as advised in our notice to the first Named Insured, or the longer number of days notice if indicated in the Schedule below. B. If we cancel this Coverage Part(s) by written notice to the first Named Insured for nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation to the name and address corresponding to each person or organization shown in the Schedule below at least 10 days prior to the effective date of such cancellation. C. If notice as described in Paragraphs A. or B. of this endorsement is mailed, proof of mailing will be sufficient proof of such notice. SCHEDULE Name and Address of Other Person(s) / Organization(s): Number of Days Notice: CITY OF DALLAS, WATER UTILITIES 30 PROJECT NUMBER: 132180, C/O CERTFOCUS PO BOX 140528 KANSAS CITY, MO 64114 All other terms and conditions of this policy remain unchanged. U-GL-1446-A CW (05/10) Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Notification to Others of Cancellation ZURICH, Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer No. Add'I. Prem Return Prem. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part Liquor Liability Coverage Part Products/Completed Operations Liability Coverage Part A. If we cancel this Coverage Part(s) by written notice to the first Named Insured for any reason other than nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation: 1. To the name and address corresponding to each person or organization shown in the Schedule below; and 2. At least 10 days prior to the effective date of the cancellation, as advised in our notice to the first Named Insured, or the longer number of days notice if indicated in the Schedule below. B. If we cancel this Coverage Part(s) by written notice to the first Named Insured for nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation to the name and address corresponding to each person or organization shown in the Schedule below at least 10 days prior to the effective date of such cancellation. C. If notice as described in Paragraphs A. or B. of this endorsement is mailed, proof of mailing will be sufficient proof of such notice. SCHEDULE Name and Address of Other Person(s) / Organization(s): Number of Days Notice: HOOSIER ENERGY RURAL ELECTRIC COOPERATIVE, INC 30 250I S. COOPERATIVE WAY, BLOOMINGTON, IN 47403 All other terms and conditions of this policy remain unchanged. Includes copyrighted material of Insurance Services Office, Inc., with its permission. U-GL-1446-A CW (05/10) Page 1 of 1 Notification to Others of Cancellation ZURICH Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer No. Add'I. Prem Return Prem. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part Liquor Liability Coverage Part Products/Completed Operations Liability Coverage Part A. If we cancel this Coverage Part(s) by written notice to the first Named Insured for any reason other than nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation: 1. To the name and address corresponding to each person or organization shown in the Schedule below; and 2. At least 10 days prior to the effective date of the cancellation, as advised in our notice to the first Named Insured, or the longer number of days notice if indicated in the Schedule below. B. If we cancel this Coverage Part(s) by written notice to the first Named Insured for nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation to the name and address corresponding to each person or organization shown in the Schedule below at least 10 days prior to the effective date of such cancellation. C. If notice as described in Paragraphs A. or B. of this endorsement is mailed, proof of mailing will be sufficient proof of such notice. SCHEDULE Name and Address of Other Person(s) / Organization(s): Number of Days Notice: PARTNERS HEALTHCARE SYSTEM, C/O WILLIS WRAP UP DEPT. 30 THREE COPLEY PLACE, SUITE 300 BOSTON, MA 02116 All other terms and conditions of this policy remain unchanged. U-GL-1446-A CW (05/10) Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Notification to Others of Cancellation ZURICH Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer No. Add'I. Prem Return Prem. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part Liquor Liability Coverage Part Products/Completed Operations Liability Coverage Part A. If we cancel this Coverage Part(s) by written notice to the first Named Insured for any reason other than nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation: 1. To the name and address corresponding to each person or organization shown in the Schedule below; and 2. At least 10 days prior to the effective date of the cancellation, as advised in our notice to the first Named Insured, or the longer number of days notice if indicated in the Schedule below. B. If we cancel this Coverage Part(s) by written notice to the first Named Insured for nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation to the name and address corresponding to each person or organization shown in the Schedule below at least 10 days prior to the effective date of such cancellation. C. If notice as described in Paragraphs A. or B. of this endorsement is mailed, proof of mailing will be sufficient proof of such notice. SCHEDULE Name and Address of Other Person(s) / Organization(s): Number of Days Notice: CITY OF SANTA CLARA OFFICE OF CITY CLERK, 30 ATTN: STREET DEPARTMENT 1500 WARBURTON AVENUE SANTA CLARA, CA 95050 All other terms and conditions of this policy remain unchanged. Includes copyrighted material of Insurance Services Office, Inc., with its permission. U-GL-1446-A CW (05/10) Page 1 of 1 Notification to Others of Cancellation ZURICH Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer No. Add 'I. Prem Return Prem. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part Liquor Liability Coverage Part Products/Completed Operations Liability Coverage Part A. If we cancel this Coverage Part(s) by written notice to the first Named Insured for any reason other than nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation: 1. To the name and address corresponding to each person or organization shown in the Schedule below; and 2. At least 10 days prior to the effective date of the cancellation, as advised in our notice to the first Named Insured, or the longer number of days notice if indicated in the Schedule below. B. If we cancel this Coverage Part(s) by written notice to the first Named Insured for nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation to the name and address corresponding to each person or organization shown in the Schedule below at least 10 days prior to the effective date of such cancellation. C. If notice as described in Paragraphs A. or B. of this endorsement is mailed, proof of mailing will be sufficient proof of such notice. SCHEDULE Name and Address of Other Person(s) / Organization(s): Number of Days Notice: 5301 PROPERTIES, LLC 30 3403 LANCASTER PIKE WILMINGTON, DE 19805 All other terms and conditions of this policy remain unchanged. U-GL-1446-A CW (05/10) Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Notification to Others of Cancellation ZURICH Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer No. Add'I. Prem Return Prem. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part Liquor Liability Coverage Part Products/ Completed Operations Liability Coverage Part A. If we cancel this Coverage Part(s) by written notice to the first Named Insured for any reason other than nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation: 1. To the name and address corresponding to each person or organization shown in the Schedule below; and 2. At least 10 days prior to the effective date of the cancellation, as advised in our notice to the first Named Insured, or the longer number of days notice if indicated in the Schedule below. B. If we cancel this Coverage Part(s) by written notice to the first Named Insured for nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation to the name and address corresponding to each person or organization shown in the Schedule below at least 10 days prior to the effective date of such cancellation. C. If notice as described in Paragraphs A. or B. of this endorsement is mailed, proof of mailing will be sufficient proof of such notice. SCHEDULE Name and Address of Other Person(s) / Organization(s): Number of Days Notice: SOUTH JERSEY INDUSTRIES, INC. C/O INSURANCE DEPARTMENT 30 ONE SOUTH JERSEY PLAZA, ROUTE 54 FOLSOM, NJ 08037 All other terms and conditions of this policy remain unchanged. Includes copyrighted material of Insurance Services Office, Inc., with its permission. U-GL-1446-A CW (05/10) Page 1 of 1 Notification to Others of Cancellation ZURICH Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer No. Add'I. Prem Return Prem. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part Liquor Liability Coverage Part Products/Completed Operations Liability Coverage Part A. If we cancel this Coverage Part(s) by written notice to the first Named Insured for any reason other than nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation: 1. To the name and address corresponding to each person or organization shown in the Schedule below; and 2. At least 10 days prior to the effective date of the cancellation, as advised in our notice to the first Named Insured, or the longer number of days notice if indicated in the Schedule below. B. If we cancel this Coverage Part(s) by written notice to the first Named Insured for nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation to the name and address corresponding to each person or organization shown in the Schedule below at least 10 days prior to the effective date of such cancellation. C. If notice as described in Paragraphs A. or B. of this endorsement is mailed, proof of mailing will be sufficient proof of such notice. SCHEDULE Name and Address of Other Person(s) / Organization(s): Number of Days Notice: SIGMA ENTERPRISES, INC. & COASTLINE EQUITY, INC. 30 24564 HAWTHORNE BLVD, #201 TORRANCE, CA 90505 All other terms and conditions of this policy remain unchanged. U-GL-1446-A CW (05/10) Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Notification to Others of Cancellation ZURICH Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer No. Add'I. Prem Return Prem. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part Liquor Liability Coverage Part Products/Completed Operations Liability Coverage Part A. If we cancel this Coverage Part(s) by written notice to the first Named Insured for any reason other than nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation: 1. To the name and address corresponding to each person or organization shown in the Schedule below; and 2. At least 10 days prior to the effective date of the cancellation, as advised in our notice to the first Named Insured, or the longer number of days notice if indicated in the Schedule below. B. If we cancel this Coverage Part(s) by written notice to the first Named Insured for nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation to the name and address corresponding to each person or organization shown in the Schedule below at least 10 days prior to the effective date of such cancellation. C. If notice as described in Paragraphs A. or B. of this endorsement is mailed, proof of mailing will be sufficient proof of such notice. SCHEDULE Name and Address of Other Person(s) / Organization(s): Number of Days Notice: EVERSOURCE ENERGY, INSURANCE COMPLIANCE 30 PO BOX 12010—N2 HEMET, CA 92546-8010 All other terms and conditions of this policy remain unchanged. Includes copyrighted material of Insurance Services Office, Inc., with its permission. U-GL-1446-A CW (05/10) Page 1 of 1 Notification to Others of Cancellation ZURICHrt Policy No. Eft. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer No. Add'I. Prem Return Prem. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part Liquor Liability Coverage Part Products/Completed Operations Liability Coverage Part A. If we cancel this Coverage Part(s) by written notice to the first Named Insured for any reason other than nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation: 1. To the name and address corresponding to each person or organization shown in the Schedule below; and 2. At least 10 days prior to the effective date of the cancellation, as advised in our notice to the first Named Insured, or the longer number of days notice if indicated in the Schedule below. B. If we cancel this Coverage Part(s) by written notice to the first Named Insured for nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation to the name and address corresponding to each person or organization shown in the Schedule below at least 10 days prior to the effective date of such cancellation. C. If notice as described in Paragraphs A. or B. of this endorsement is mailed, proof of mailing will be sufficient proof of such notice. SCHEDULE Name and Address of Other Person(s) / Organization(s): Number of Days Notice: JOSEPH CITY UNIFIED SCHOOL DISTRICT NO. 2 30 8176 N. WESTOVER STREET JOSEPH CITY, AZ 86032 All other terms and conditions of this policy remain unchanged. U-GL-1446-A CW (05/10) Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Notification to Others of Cancellation ZURICH° Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer No. Add'I. Prem Return Prem. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part Liquor Liability Coverage Part Products/ Completed Operations Liability Coverage Part A. If we cancel this Coverage Part(s) by written notice to the first Named Insured for any reason other than nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation: 1. To the name and address corresponding to each person or organization shown in the Schedule below; and 2. At least 10 days prior to the effective date of the cancellation, as advised in our notice to the first Named Insured, or the longer number of days notice if indicated in the Schedule below. B. If we cancel this Coverage Part(s) by written notice to the first Named Insured for nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation to the name and address corresponding to each person or organization shown in the Schedule below at least 10 days prior to the effective date of such cancellation. C. If notice as described in Paragraphs A. or B. of this endorsement is mailed, proof of mailing will be sufficient proof of such notice. SCHEDULE Name and Address of Other Person(s) / Organization(s): Number of Days Notice: THE ARIZONA BOARD OF REGENTS & STATE 30 OF ARIZONA ON BEHALF OF ARIZONA STATE UNIVERSITY P.O. BOX 875512 TEMPE AZ, 85287-5512 All other terms and conditions of this policy remain unchanged. Includes copyrighted material of Insurance Services Office, Inc., with its permission. U-GL-1446-A CW (05/10) Page 1 of 1 Notification to Others of Cancellation ZURICHS Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer No. Add 'I. Prem Return Prem. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part Liquor Liability Coverage Part Products/ Completed Operations Liability Coverage Part A. If we cancel this Coverage Part(s) by written notice to the first Named Insured for any reason other than nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation: 1. To the name and address corresponding to each person or organization shown in the Schedule below; and 2. At least 10 days prior to the effective date of the cancellation, as advised in our notice to the first Named Insured, or the longer number of days notice if indicated in the Schedule below. B. If we cancel this Coverage Part(s) by written notice to the first Named Insured for nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation to the name and address corresponding to each person or organization shown in the Schedule below at least 10 days prior to the effective date of such cancellation. C. If notice as described in Paragraphs A. or B. of this endorsement is mailed, proof of mailing will be sufficient proof of such notice. SCHEDULE Name and Address of Other Person(s) / Organization(s): Number r of Days Notice: SAN PATRICIO COUNTY, TX 30 SAN PATRICIO COUNTY COURTHOUSE 400 W. SINTON STREET, ROOM 109 SINTON, TX 78387 All other terms and conditions of this policy remain unchanged. U-GL-1446-A CW (05/10) Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Notification to Others of Cancellation Z U RI C H Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer No. Add'I. Prem Return Prem. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part Liquor Liability Coverage Part Products/Completed Operations Liability Coverage Part A. If we cancel this Coverage Part(s) by written notice to the first Named Insured for any reason other than nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation: 1. To the name and address corresponding to each person or organization shown in the Schedule below; and 2. At least 10 days prior to the effective date of the cancellation, as advised in our notice to the first Named Insured, or the longer number of days notice if indicated in the Schedule below. B. If we cancel this Coverage Part(s) by written notice to the first Named Insured for nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation to the name and address corresponding to each person or organization shown in the Schedule below at least 10 days prior to the effective date of such cancellation. C. If notice as described in Paragraphs A. or B. of this endorsement is mailed, proof of mailing will be sufficient proof of such notice. SCHEDULE Name and Address of Other Person(s) / Organization(s): Number of TOWN OF BARRINGTON, RI 30 283 COUNTY ROAD BARRINGTON, RI 02806 All other terms and conditions of this policy remain unchanged. Includes copyrighted material of Insurance Services Office, Inc., with its permission. U-GL-1446-A CW (05/10) Page 1 of 1 Notification to Others of Cancellation ZURICH Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer No. Add'I. Prem Return Prem. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part Liquor Liability Coverage Part Products/Completed Operations Liability Coverage Part A. If we cancel this Coverage Part(s) by written notice to the first Named Insured for any reason other than nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation: 1. To the name and address corresponding to each person or organization shown in the Schedule below; and 2. At least 10 days prior to the effective date of the cancellation, as advised in our notice to the first Named Insured, or the longer number of days notice if indicated in the Schedule below. B. If we cancel this Coverage Part(s) by written notice to the first Named Insured for nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation to the name and address corresponding to each person or organization shown in the Schedule below at least 10 days prior to the effective date of such cancellation. C. If notice as described in Paragraphs A. or B. of this endorsement is mailed, proof of mailing will be sufficient proof of such notice. SCHEDULE Name and Address of Other Person(s) / Organization(s): Number of Days Notice: CHIEF, REAL ESTATE DIVISION 60 U.S. ARMY CORPS OF ENGINEERS, BALTIMORE DISTRICT P.O. BOX 1715 BALTIMORE, MD 21203-1715 All other terms and conditions of this policy remain unchanged. U-GL-1446-A CW (05/10) Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Notification to Others of Cancellation ZURICHa Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer No. Add'I. Prem Return Prem. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part Liquor Liability Coverage Part Products/Completed Operations Liability Coverage Part A. If we cancel this Coverage Part(s) by written notice to the first Named Insured for any reason other than nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation: 1. To the name and address corresponding to each person or organization shown in the Schedule below; and 2. At least 10 days prior to the effective date of the cancellation, as advised in our notice to the first Named Insured, or the longer number of days notice if indicated in the Schedule below. B. If we cancel this Coverage Part(s) by written notice to the first Named Insured for nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation to the name and address corresponding to each person or organization shown in the Schedule below at least 10 days prior to the effective date of such cancellation. C. If notice as described in Paragraphs A. or B. of this endorsement is mailed, proof of mailing will be sufficient proof of such notice. SCHEDULE Name and Address of Other Person(s) / Organization(s): Number of Days Notice: CHICAGO TRANSIT AUTHORITY, DEPT OF RISK MANAGEMENT 60 567 WEST LAKE STREET CHICAGO, IL 60661-1465 All other terms and conditions of this policy remain unchanged. Includes copyrighted material of Insurance Services Office, Inc., with its permission. U-GL-1446-A CW (05/10) Page 1 of 1 Recording And Distribution Of Material Or ZURICH Information In Violation Of Law Exclusion Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer No. Add'I. Prem Return Prem. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part A. Exclusion q. Recording And Distribution Of Material Or Information In Violation Of Law of Paragraph 2. Exclusions of Section I —Coverage A — Bodily Injury And Property Damage Liability is replaced by the following: 2. Exclusions This insurance does not apply to: q. Recording And Distribution Of Material Or Information In Violation Of Law "Bodily injury" or "property damage" directly or indirectly arising out of or based upon any action or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; (3) The Fair Credit Reporting Act (FCRA), and any amendment of or addition to such law, including the Fair and Accurate Credit Transaction Act (FACTA); or (4) Any federal, state or local statute, ordinance or regulation, other than the TCPA, CAN-SPAM Act of 2003 or FCRA and their amendments and additions, or any other legal liability, at common law or otherwise, that addresses, prohibits, or limits the printing, dissemination, disposal, monitoring, collecting, recording, use of, sending, transmitting, communicating or distribution of material or information. B. Exclusion p. Recording And Distribution Of Material Or Information In Violation Of Law of Paragraph 2. Exclusions of Section I — Coverage B — Personal And Advertising Injury Liability is replaced by the following: 2. Exclusions This insurance does not apply to: p. Recording And Distribution Of Material Or Information In Violation Of Law "Personal and advertising injury" directly or indirectly arising out of or based upon any action or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; (3) The Fair Credit Reporting Act (FCRA), and any amendment of or addition to such law, including the Fair and Accurate Credit Transaction Act (FACTA); or U-GL-1517-B CW (04/13) Page 1 of 2 Includes copyrighted material of Insurance Services Office, Inc., with its permission. (4) Any federal, state or local statute, ordinance or regulation, other than the TCPA, CAN-SPAM Act of 2003 or FCRA and their amendments and additions, or any other legal liability, at common law or otherwise, that addresses, prohibits, or limits the printing, dissemination, disposal, monitoring, collecting, recording, use of, sending, transmitting, communicating or distribution of material or information. All other terms and conditions of this policy remain unchanged. U-GL-1517-B CW (04/13) Page 2 of 2 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Broadened Named Insured ZURICH Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer No. Add'I. Prem Return Prem. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part A. The following is added to Section II —Who Is An Insured: 1. Any current organization of yours, other than a partnership, joint venture or limited liability company, which is not shown in the Declarations, will qualify as a Named insured if: a. Such entity has been incorporated or organized prior to the effective date of this policy, under the laws of the United States of America (including its territories and possessions), Puerto Rico or Canada; and b. You maintain ownership or majority interest in such organization as of the effective date of this Coverage Part. Coverage is afforded only until the 180th day after inception of our policy or the end of the policy period, whichever is earlier, unless you notify and provide information to us before the end of this timeframe as to the nature and operations of such organization. 2. With regard to any terminated partnership or joint venture not shown in the Declarations, you are an insured as respects the "products -completed operations hazard" only, for "bodily injury" or "property damage" arising out of such terminated partnership or joint venture. The insurance provided by this provision will not inure to the benefit of any party except you. 3. To the extent only that coverage is provided in Paragraph A.2. above for organizations not shown in the Declarations, the last sentence under Section II —Who Is An Insured does not apply. B. Paragraph 3. of Section II —Who Is An Insured is replaced by the following: 3. Any organization you newly acquire or form during the policy period, other than a partnership, joint venture or limited liability company, and over which you maintain ownership or majority interest in such organization, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. C. Solely with respect to Paragraphs A. and B. of this endorsement, the following is added to Paragraph b. Excess Insurance of Paragraph 4. Other Insurance under Section IV —Commercial General Liability Conditions after Paragraphs (a)(i) through (a)(iv): b. Excess Insurance (1) This insurance is excess over: (a) Any of the other insurance, whether primary, excess, contingent or on any other basis: (v) That is or was purchased to insure: U-GL-1518-A CW (04/13) Page 1 of 2 Includes copyrighted material of Insurance Services Office, Inc., with its permission. (aa) Your participation in a partnership or joint venture which terminated or ended prior to the effective date of this policy; or (bb) An organization not shown as a Named Insured at inception of our policy, to the extent such organization is an insured as described in Paragraphs A. and B. of this endorsement. All other terms and conditions of this policy remain unchanged. U-GL-1518-A Cw (04! 13) Page 2 of 2 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Employee Benefits Liability - Occurrence Coverage Form ZURICH o This Coverage Form provides occurrence coverage. Please read the entire form carefully. Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties, and what is and is not covered. Throughout this policy, the words 'you" and 'your" refer to the Named Insured shown in the Declara- tions. The words' we", "us'; and "our" refer to the Company providing this insurance. Other words and phrases that appear in quotes have special meaning. Refer to the Definitions Section. Section I. Coverage - Employee Benefit Liability 1. Insuring Agreement A. We will pay those sums that the "insured" becomes legally obligated to pay as damages because of any act, error, or omission of the "insured" in the "ad- ministration" of the "insured's" "employee benefit programs". We will have the right and duty to de- fend the "insured" against any suit seeking those damages. However, we will have no duty to defend the "insured" against any "suit" seeking damages for any act, error, or omission for which this insurance does not apply. We may, at our discretion, investi- gate any claim and settle any "suit" that may result; but: 1. The amount we pay for damages is limited as described in Section II. - Limits of Insurance of this Coverage Part; and 2. Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments or settlements un- der this Employee Benefit Liability coverage. No other obligation or liability to pay sums or per- form acts or services is covered unless explicitly provided for under Supplementary Payments of this Coverage Part. B. This insurance applies to an act, error or omission only if: 1. The act, error, or omission takes place in the "coverage territory"; 2. The "insured" had no knowledge of and could not have reasonably foreseen any circum- stances which might result in a claim or "suit"; and 3. The act, error, or omission occurs during the policy period. 2. Exclusions This insurance does not apply to any: A. "Bodily injury", "property damage" or "personal and advertising injury"; B. Any "claim" or "suit" arising out of any dishon- est, fraudulent, criminal or malicious act; C. Any "claim" or "suit" arising out of discrimina- tion or humiliation; D. Any "claim" or "suit" arising out of an insurer's or other provider's failure to perform its con- tract; E. Any "claim" or "suit" arising out of your failure to comply with any workers compensation, un- employment insurance, social security, or dis- ability benefits law; F. Any "claim" or "suit" arising out of the failure of any of your "employee benefit plans" to meet obligations due to insufficient funds; G. Any "claim' or "suit" arising out of: a. Advice given to any person to participate or not participate in a plan or program in- cluded in "employee benefit programs"; b. The appointment of, or failure to appoint, any investment manager, administrator, trustee, actuary, advisor, counsel, account- ant, custodian, or consultant; c. Any investment activity, including the man- agement, administration, or disposition of assets of your "employee benefit pro- grams"; or d. Failure of any investment to perform as represented by any "insured". H. Any "claim or "suit" arising out of an "Insured's" liability as a fiduciary under: U-GL-851-B CW (6/ 04) Page 1of4 a. The Employee Retirement Income Secu- rity Act of 1974 (PL93-406) and its amendments; or b. The Internal Revenue Code of 1986 (in- cluding the Internal Revenue Code of 1954) and its amendments. 3. Supplementary Payments We will pay, in addition to the applicable Limits of Insurance, with respect to any claim we investigate or settle or "suit" we defend: A. All expenses incurred by us, all costs taxed against the "insured" in any "suit" defended by us, and all interest on the full amount of any judgment which accrues after entry of the judg- ment and before we have paid or tendered or deposited in court, that part of the judgment which does not exceed the limit of our liability. B. Premiums on appeal bonds required and on bonds to release attachments in any "suit". We do not have to furnish these bonds. C. All reasonable expenses incurred by the "in- sured" at our request to assist us in the investi- gation or defense of the claim or "suit", includ- ing actual loss of earnings up to $250 a day be- cause of time off from work. D. Prejudgment interest awarded against the "in- sured" on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment in- terest based on that period of time after the of- fer. II. Limits of Insurance A. The Limits of Insurance shown in the Declarations and the rules below establish the most we will pay regardless of the number of: (1) "Insureds"; (2) Claims made or "suits" brought; or (3) "Employees" or dependents or beneficiaries of "employees" making claims or bringing "suits". B. The Aggregate Limit is the most we will pay for all damages because of all "claims" or "suits" arising from the "administration" of your "employee benefit programs" during the policy period. C. Subject to the Aggregate Limit provisions in B. above, the Each Act, Error, or Omission Limit is the most we will pay for all damages sustained by any one "employee", including the "employee's" de- pendents and beneficiaries, because of acts, errors, or omissions committed in the "administration" of your "employee benefit progra ms". D. The limits of this Coverage Part apply separately to each consecutive annual period and to any remain- U-GL-851-B CW (6/ 04) Page 2 of 4 ing period of less than 12 months starting with the beginning of the policy period shown in the Decla- rations, unless the policy period is extended after is- suance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for pur- poses of determining the Limits of Insurance. In. Conditions A. Bankruptcy Bankruptcy or insolvency of the "insured" or the "in- sured's" estate will not relieve us of our obligations. B. Duties in the Event of an Act, Error, Omission, Claim or Suit (1) Regardless of whether the loss exceeds any ap- plicable deductible amount, you must see to it that we are notified as soon as practicable of any act, error, or omission which may result in a claim. To the extent possible, notice should include: a. How, when, and where the act, error, or omission took place; b. The names and addresses of any injured "employee", dependents, or beneficiaries of any "employee" and witnesses. (2) If a claim is received by any "insured", you must: (3) a. Immediately record the specifics of the claim and the date received; and b. Notify us as soon as practicable. You must see to it that we receive written no- tice of the claim as soon as practicable. You and any other involved "insured" must: a. Immediately send us copies of any de- mands, notices, summonses, or legal papers received in connection with the claim or "suit"; b. Authorize us to obtain records and other information; c. Cooperate with us in the investigation, set- tlement, or defense of the claim or "suit"; and d. Assist us, upon our request, in the en- forcement of any right against any person or organization which may be liable to the "insured" because of injury to which this in- surance may also apply. (4) No insureds will, except at their own cost, vol- untarily make a payment, assume any obliga- tion, or incur any expense without our consent. C. Legal Action Against Us No person or organization has a right: (1) To join us as a party or otherwise bring us into a "suit" asking for damages from an "insured"; or (2) To sue us on this Coverage Part unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an "insured" obtained after an actual trial, but we will not be liable for damages that are not payable under the terms of this Coverage Part or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the "insured", and the claimant or the claimant's legal representative. D. Other Insurance (1) This Coverage Part is primary insurance, ex- cept when stated, to apply in excess of or con- tingent upon the absence of other insurance. When this insurance is primary and the insured has other insurance which applies to the loss on an excess or contingent basis, the amount of our liability under this Coverage Part shall not be reduced because of such other insurance. (2) When both this insurance and other insurance apply to the loss on the same basis, whether primary, excess, or contingent, we shall not be liable for a greater proportion of the loss than that stated in the applicable contribution provi- sion below: a. Contribution by Equal Shares If all of the other insurance permits contri- bution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. b. Contribution by Limits If any of the other insurance does not per- mit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insur- ers. E. Separation of Insureds Except with respect to the Limits of Insurance and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this in- surance applies: (1) As if each Named Insured were the only Named Insured; and (2) Separately to each "insured" against whom claim is made or "suit" is brought. F. Transfer Of Rights Of Recovery Against Others To Us If the "insured" has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The "in- sured" must do nothing after loss to impair them. At our request, the "insured" will bring "suit" or transfer those rights to us and help us enforce them. IV. Definitions A. "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purposes of this definition: (1) Notices that are published include material placed on the Internet or on similar electronic means of communication; and (2) Regarding web -sites, only that part of a web - site that is about your goods, products or ser- vices for the purposes of attracting customers or supporters is considered an advertisement. B. "Administration" means: (1) Counseling "employees', including their de- pendents and beneficiaries, with respect to "employee benefit programs"; (2) Handling records in connection with "employee benefit programs"; or (3) Effecting or terminating an "employee's" par- ticipation in a plan included in "employee benefit programs". C. "Bodily injury" means bodily injury, sickness or dis- ease sustained by a person, including death result- ing from any of these at any time. D. "Coverage territory' means: (1) The United States of America (including its territories and possessions), Puerto Rico, and Canada; or (2) All parts of the world if the "insured's" respon- sibility to pay damages is determined in a "suit" on the merits, in the territory described in D. (1) above, or in a settlement to which we agree. E. "Employee" means: Your officers and employees, whether actively em- ployed, disabled, or retired. F. "Employee benefit programs" mean: Group life insurance, group accident or health in- surance, profit sharing plans, pension plans, em- ployee stock subscription plans, workers compensa- tion, unemployment insurance, salary continuation U-GL-851-B CW (6/ 04) Page 3 of 4 plans, social security, disability benefits insurance, savings plans, vacation plans, or any other similar plans or programs. G. "Insured" means: You and any of your partners, executive officers, di- rectors, members, stockholders or "employees", pro- vided such "employee" is authorized to act in the "administration" of your "employee benefit pro- grams". H. "Personal and advertising injury" means: Injury, including consequential "bodily injury", aris- ing out of one or more of the following offenses: (1) False arrest, detention, or imprisonment; (2) Malicious prosecution; (3) The wrongful eviction from wrongful entry into, or invasion of the right of private occupancy of, a room, dwelling, or premises that a person oc- cupies by or on behalf of its owner, landlord, or lessor; (4) Oral or written publication, in any manner, of material that slanders or libels a person or or- ganization or disparages a person's or organi- zation's goods, products, or services; or (5) Oral or written publication,' in any manner, of material that violates a person's right of pri- vacy; (6) The use of another's advertising idea in your "advertisement"; or 1.1-GL-851-8 CW (6/ 04) Rage 4 of 4 (7) Infringing upon another's copyright, trade dress or slogan in your "advertisement". I. "Property damage" means: (1) Physical injury to tangible property, including all resulting loss of use of that property. (2) Loss of use of tangible property that is not physically injured. For the purposes of this insurance, electronic data is not tangible property. As used in this definition, electronic data means in- formation, facts or programs stored as or on, cre- ated or used on, or transmitted to or from computer software, including systems and applications, soft- ware, hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. J. "Suit" means: A civil proceeding in which damages to which this insurance applies is alleged. "Suit" includes: (1) An arbitration proceeding in which such dam- ages are claimed and to which you must submit or do submit with our consent; or (2) Any other alternative dispute resolution pro- ceeding in which such damages are claimed and to which you submit with our consent. Fellow Employee Coverage Endorsement Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer Add'I. Prem Return Prem. $ $ THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part 1. It is agreed that paragraph 2. a. (1) of SECTION II - WHO IS AN INSURED is deleted and replaced by the following: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company); (b) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraph (1) (a) above; or (c) Arising out of his or her providing or failing to provide professional health care services. Includes copyrighted material of Insurance Services Office, Inc. with its permission. U-GL-915-C CW (8/04) Page I of 1 Incidental Medical Malpractice Coverage Endorsement Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer Add'l. Prem Return Prem. $ $ THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part I. Sections 2.a.(1)(d) of Section II. WHO IS AN INSURED are deleted and replaced by the following: 2. Each of the following is also an insured: a. Your "employees", other than either your "executive officers" (if you are an organization other than a partner- ship, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" is an insured for: (1) "Bodily injury" or "personal and advertising injury": (d) Arising out of his or her providing or failing to provide professional health care services, except any "bodily injury" or "personal and advertising injury" arising out of: (1) medical or paramedical services to persons performed by any physician, dentist, nurse, emergency medical technician, paramedic or other licensed medical care person employed by you to provide such services: or (2) emergency cardiopulmonary resuscitation (CPR) or first aid services performed by any other em- ployee of yours who is not a licensed medical professional. H. Any insurance coverage provided by this endorsement is excess over any other valid and collectible insurance. U-GL-917-13 CW (I2/01) Includes copyrighted material of Insurance Services Office, Inc. with its permission. Page 1 of 1 Incidental Medical Malpractice Coverage Endorsement Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer Add'I. Prem Return Prem. $ $ THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part I. Sections 2.a.(1)(d) of Section H. WHO IS AN INSURED are deleted and replaced by the following: 2. Each of the following is also an insured: a. Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employ- ees", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. How- ever, none of these "employees" or "volunteer workers" are insured for: (1) "Bodily injury" or "personal and advertising injury": (d) Arising out of his or her providing or failing to provide professional health care services, except any "bodily injury" or "personal and advertising injury" arising out of: (1) medical or paramedical services to persons performed by any physician, dentist, nurse, emergency medical technician, paramedic or other licensed medical care person employed by you to provide such services: or (2) emergency cardiopulmonary resuscitation (CPR) or first aid services performed by any other em- ployee of yours who is not a licensed medical professional. H. Any insurance coverage provided by this endorsement is excess over any other valid and collectible insurance. Includes copyrighted material of Insurance Services Office, Inc. with its permission. U-GL-917-C CW (8/04) Page I of 1 Silica or Silica Mixed Dust Exclusion Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer Add'l. Prem Return Prem. $ $ THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part Products -Completed Operations Liability Coverage Part The following additional exclusion is added to 2. Exclusions of Section I. Coverages: 2. Exclusions This insurance does not apply to: Silica or Silica Mixed Dust A. "Bodily injury', "property damage" or "personal and advertising injury" caused directly or indirectly, in whole or in part, by the actual, alleged or threatened inhalation, ingestion, absorption, exposure to, existence of or presence of "silica"; or B. Loss, costs or expenses arising out of the abating, testing for, monitoring, cleaning up, removing, containing, treating, detoxifying, neutralizing, remediating or disposing of, or in any manner responding to or assessing the effects of "sil- ica" by any insured or by any other person or entity. C. For the purposes of this exclusion, the following definition applies: "Silica" means: (1) Any form of crystalline or non -crystalline (amorphous) silica, silica particles, silica compounds, silica dust or sil- ica mixed or combined with dust or other particles; or (2) Synthetic silica, including precipitated silica, silica gel, pyrogenic or fumed silica or silica -flour. U-GL-923-B CW (6/04) Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Waiver Of Subrogation (Blanket) Endorsement Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer Add'1. Prem Return Prem. $ $ THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part The following is added to the Transfer Of Rights Of Recovery Against Others To Us Condition: If you are required by a written contract or agreement, which is executed before a loss, to waive your rights of recovery from others, we agree to waive our rights of recovery. This waiver of rights shall not be construed to be a waiver with respect to any other operations in which the insured has no contractual interest. U-GL-925-B CW (12/01) Page 1 of I 0 Administrative Office ZURICH ABUSIVE ACT LIABILITY COVERAGE FORM DECLARATIONS 1400 American Ln Schaumburg, IL 60196 Policy Number: GLO 5852388-04 Named Insured: AMERESCO, INC Policy Period: Coverage begins 11/30/2016 at 12:01 A.M. Coverage ends 11/30/2017 at 12:01 A.M. Producer Name: ARTHUR J. GALLAGHER RISK MGMT Producer Number: 18615000 Item 1. Business Description: Item 2. Limits of Insurance Abusive Act Liability Each Abusive Act Limit Aggregate Limit Each Abusive Act Retention Special Supplementary Payment Limit Item 3. Form of business and Location of Premises Form of business: CORPORATION Location of All Premises You Own, Rent or Occupy: See Schedule of Locations Item 4. Form(s) and Endorsement(s) made a part of this Policy at time of issue: See Schedule of Forms and Endorsements Item 5. Premiums Abusive Act Liability Coverage Part Premium: Other Premium: Total Premium: U-GL-D-1120-A-CW (04/2006) Page 1 of 1 EMPLOYEE BENEFIT LIABILITY COVERAGE PART —OCCURRENCE DECLARATIONS Named Insured: AMERESCO, INC . Policy Period: Coverage begins Policy Number: GLO 5852388-04 11-30-2016 at 12:01 A.M; Coverage ends 11-30-2017 at 12:01 A.M Producer Name: ARTHUR J. GALLAGHER RISK MGMT Producer No. 18615-000 Item 1. Limits of Insurance $ 1, 000, 000 Aggregate Limit $ 1, 000, 000 Each Act, Error or Omission Limit Item 2. Form of Business: Individual n Partnership n Joint Venture X Corporation Other 1 Item 3. Premium Schedule: Code No. Premium Basis Rate Advance Premium (Estimated Number of Employees) 92100 25 $ INCL Per Employee $ INCL $ INCL Flat Charge $ INCL Total Advance Premium For This Coverage Part: $ INCL Audit Period: Annual Semi-annual Quarterly Monthly Forms And Endorsements Applicable To This Coverage Part: SEE SCHEDULE OF FORMS AND ENDORSEMENTS U-GL-D-851-B CW (9/04) Page 1 of 1 COMMERCIAL GENERAL LIABILITY COVERAGE PART DECLARATIONS Polic Number: GLO 5852388-04 ZURICH AMERICAN INSURANCE COMPANY Named Insured AMERESCO, INC. Policy Period: Coverage begins 11-30-2016 at 12:01 A.M.; Coverage ends 11-30-2017 at 12:01 A.M. Producer Name: ARTHUR J. GALLAGHER RISK MGMT Producer No. 18615-000 Item 1. Business Description: Item 2. Limits of Insurance GENERAL AGGREGATE LIMIT $ 4, 000, 000 PRODUCTS -COMPLETED OPERATIONS AGGREGATE LIMIT $ 4, 000, 000 EACH OCCURRENCE LIMIT $ 2, 000, 000 DAMAGE TO PREMISES RENTED TO YOU LIMIT $ 500, 000 Any one premises MEDICAL EXPENSE LIMIT $ 10, 000 Any one person PERSONAL AND ADVERTISING INJURY LIMIT $ 2, 000, 000 Any one person or organization Item 3. Retroactive Date (CG 0002 ONLY) This insurance does not apply to 'bodily injury", "property damage" or "personal and advertising injury" offense which occurs before the Retroactive Date, if any, shown here: NONE (Enter Date or "None" if no Retroactive Date applies) Item 4. Form of Business and Location Premises Form of Business: CORPORATION Location of All Premises You Own, Rent or Occupy: See Schedule of Locations Item 5. Schedule of Forms and Endorsements Form(s) and Endorsements) made a part of this Policy at time of issue: See Schedule of Forms and Endorsements Item 6. Premiums Coverage Part Premium: $ 289, 175.00 Other Premium: Total Premium: $ 289, 175.00 U-GL-D-1115-B CW (9/04) Policy Number GLO 5852388-04 COMMERCIAL GENERAL LIABILITY COVERAGE SCHEDULE ZURICH AMERICAN INSURANCE COMPANY Named Insured AMERESCO, INC. Effective Date: 11-30-16 12:01 A.M., Standard Time Agent Name ARTHUR J. GALLAGHER RISK MGMT Agent No. 18615-000 Item 5. Location of Premises Location of All Premises You Own, Rent or Occupy: See Schedule of Locations Code No. 15050 Premium Basis SALES /PER 1,000 Premises/Operations Location Exposure $ 653, 010, 000 Rate Premium Classification: COMPOSITE RATE GROUP #001 CONTRACT CONSTRUCTION $ . 214 $ 139,760.00 Products/Completed Operations Rate Premium $ .214 $ 139,760.00 Code No. G7027 Premium Basis Premises/Operations Location Exposure 114568 Rate Premium Classification: ABUSIVE ACTS NON —RELIGIOUS COVERAGE FORM $ 6,267.00 Products/Completed Operations Rate Premium Code No. 44444 Premium Basis Premises/Operations Location Exposure Rate Premium Classification: MANUAL PREMIUM UGL1058 Products/Completed Operations Rate Premium $ 520.00 Code No. Premium Basis Premises/Operations Location Exposure Rate Premium Classification: TERRORISM — CAT $ 2,868.00 Products/Completed Operations Rate Premium U-GL-1113-A CW (10/ 02) Policy Number GLO 5852388-04 COMMERCIAL GENERAL LIABILITY COVERAGE SCHEDULE ZURICH AMERICAN INSURANCE COMPANY Named Insured AMERESCO, INC. Effective Date: 11-30-16 12:01 A.M., Standard Time Agent Name ARTHUR J. GALLAGHER RISK MGMT Agent No. 18615-000 Item 5. Location of Premises Location of All Premises You Own, Rent or Occupy: See Schedule of Locations Code No. 92100 Premium Basis No. of Employees Premises/Operations Location Exposure 25 Rate Premium Classification: Employee Benefits Liability $ 150.00 Products/Completed Operations Rate Premium Code No. Premium Basis Premises/Operations Location Exposure Rate Premium Classification: Products/Completed Operations Rate Premium Code No. Premium Basis Premises/Operations Location Exposure Rate Premium Classification: Products/Completed Operations Rate Premium Code No. Premium Basis Premises/Operations Location Exposure Rate Premium Classification: Products/Completed Operations Rate Premium U-GL-1113-A CW (10/02) COMMERCIAL GENERAL LIABILITY CG 00 01 04 13 COMMERCIAL GENERAL LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words 'you" and 'your" refer to the Named Insured shown in the Declarations, and any other person or organization qualifying as a Named Insured under this policy. The words "we", "us" and "our" refer to the company providing this insurance. The word "insured" means any person or organization qualifying as such under Section II — Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section V — Definitions. SECTION I —COVERAGES COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE LIABILITY 1. Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury" or "property damage" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "bodily injury" or "property damage" to which this insurance does not apply. We may, at our discretion, investigate any "occurrence" and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section III — Limits Of Insurance; and (2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A or B or medical expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments —Coverages A and B. b. This insurance applies to "bodily injury" and "property damage" only if: (1) The "bodily injury" or "property damage" is caused by an "occurrence" that takes place in the "coverage territory"; CG00010413 (2) The "bodily injury" or "property damage" occurs during the policy period; and Prior to the policy period, no insured listed under Paragraph 1. of Section II —Who Is An Insured and no "employee" authorized by you to give or receive notice of an "occurrence" or claim, knew that the "bodily injury" or "property damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily injury" or "property damage" occurred, then any continuation, change or resumption of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. c. "Bodily injury" or "property damage" which occurs during the policy period and was not, prior to the policy period, known to have occurred by any insured listed under Paragraph 1. of Section II — Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim, includes any continuation, change or resumption of that "bodily injury" or "property damage" after the end of the policy period. d. "Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1. of Section II — Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim: (1) Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; (2) Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage"; or Becomes aware by any other means that "bodily injury" or "property damage" has occurred or has begun to occur. e. Damages because of "bodily injury" include damages claimed by any person or organization for care, loss of services or death resulting at any time from the "bodily injury". (3) (3) © Insurance Services Office, Inc., 2012 Page 1 of 16 2. Exclusions This insurance does not apply to: a. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" resulting from the use of reasonable force to protect persons or property. b. Contractual Liability "Bodily injury" or "property damage" for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages: (1) That the insured would have in the absence of the contract or agreement; or (2) Assumed in a contract or agreement that is an "insured contract", provided the "bodily injury" or "property damage" occurs subsequent to the execution of the contract or agreement. Solely for the purposes of liability assumed in an "insured contract", reasonable attorneys' fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of "bodily injury" or "property damage", provided: (a) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same "insured contract"; and (b) Such attorneys' fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. c. Liquor Liability "Bodily injury" or "property damage" for which any insured may be held liable by reason of: (1) Causing or contributing to the intoxication of any person; (2) The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or (3) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in: (a) The supervision, hiring, employment, training or monitoring of others by that insured; or (b) Providing or failing to provide transportation with respect to any person that may be under the influence of alcohol; if the "occurrence" which caused the 'bodily injury" or "property damage", involved that which is described in Paragraph (1), (2) or (3) above. However, this exclusion applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. For the purposes of this exclusion, permitting a person to bring alcoholic beverages on your premises, for consumption on your premises, whether or not a fee is charged or a license is required for such activity, is not by itself considered the business of selling, serving or furnishing alcoholic beverages. d. Workers' Compensation And Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. e. Employer's Liability "Bodily injury" to: (1) An "employee" of the insured arising out of and in the course of: (a) Employment by the insured; or (b) Performing duties related to the conduct of the insured's business; or (2) The spouse, child, parent, brother or sister of that "employee" as a consequence of Paragraph (1) above. This exclusion applies whether the insured may be liable as an employer or in any other capacity and to any obligation to share damages with or repay someone else who must pay damages because of the injury. This exclusion does not apply to liability assumed by the insured under an "insured contract". Page 2 of 16 © Insurance Services Office, Inc., 2012 CG 00 01 0413 f. Pollution (1) "Bodily injury" or "property damage" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants": (a) At or from any premises, site or location which is or was at any time owned or occupied by, or rented or loaned to, any insured. However, this subparagraph does not apply to: (i) "Bodily injury" if sustained within a building and caused by smoke, fumes, vapor or soot produced by or originating from equipment that is used to heat, cool or dehumidify the building, or equipment that is used to heat water for personal use, by the building's occupants or their guests; (ii) "Bodily injury" or "property damage" for which you may be held liable, if you are a contractor and the owner or lessee of such premises, site or location has been added to your policy as an additional insured with respect to your ongoing operations performed for that additional insured at that premises, site or location and such premises, site or location is not and never was owned or occupied by, or rented or loaned to, any insured, other than that additional insured; or (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; (b) At or from any premises, site or location which is or was at any time used by or for any insured or others for the handling, storage, disposal, processing or treatment of waste; (c) Which are or were at any time transported, handled, stored, treated, disposed of, or processed as waste by or for: (i) Any insured; or (ii) Any person or organization for whom you may be legally responsible; or CG00010413 (d) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the "pollutants" are brought on or to the premises, site or location in connection with such operations by such insured, contractor or subcontractor. However, this subparagraph does not apply to: (i) "Bodily injury" or "property damage" arising out of the escape of fuels, lubricants or other operating fluids which are needed to perform the normal electrical, hydraulic or mechanical functions necessary for the operation of "mobile equipment" or its parts, if such fuels, lubricants or other operating fluids escape from a vehicle part designed to hold, store or receive them. This exception does not apply if the "bodily injury" or "property damage" arises out of the intentional discharge, dispersal or release of the fuels, lubricants or other operating fluids, or if such fuels, lubricants or other operating fluids are brought on or to the premises, site or location with the intent that they be discharged, dispersed or released as part of the operations being performed by such insured, contractor or subcontractor; (ii) "Bodily injury" or "property damage" sustained within a building and caused by the release of gases, fumes or vapors from materials brought into that building in connection with operations being performed by you or on your behalf by a contractor or subcontractor; or (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire". (e) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the operations are to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants". © Insurance Services Office, Inc., 2012 Page 3 of 16 g• (2) Any loss, cost or expense arising out of any: (a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or (b) Claim or suit by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". However, this paragraph does not apply to liability for damages because of "property damage" that the insured would have in the absence of such request, demand, order or statutory or regulatory requirement, or such claim or "suit" by or on behalf of a governmental authority. Aircraft, Auto Or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: (1) A watercraft while ashore on premises you own or rent; (2) A watercraft you do not own that is: (a) Less than 26 feet long; and (b) Not being used to carry persons or property for a charge; (3) Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured; (4) Liability assumed under any "insured contract" for the ownership, maintenance or use of aircraft or watercraft; or (5) "Bodily injury" or "property damage" arising out of: (a) The operation of machinery or equipment that is attached to, or part of, a land vehicle that would qualify under the definition of "mobile equipment" if it were not subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged; or (b) The operation of any of the machinery or equipment listed in Paragraph f.(2) or f.(3) of the definition of "mobile equipment". h. Mobile Equipment "Bodily injury" or "property damage" arising out of: (1) The transportation of "mobile equipment" by an "auto" owned or operated by or rented or loaned to any insured; or (2) The use of "mobile equipment" in, or while in practice for, or while being prepared for, any prearranged racing, speed, demolition, or stunting activity. i. War "Bodily injury" or "property damage", however caused, arising, directly or indirectly, out of: (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. j. Damage To Property "Property damage" to: (1) Property you own, rent, or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; (3) Property loaned to you; Page 4 of 16 © Insurance Services Office, Inc., 2012 CG 00 01 0413 (4) Personal property in the care, custody or control of the insured; That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because 'your work" was incorrectly performed on it. Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire) to premises, including the contents of such premises, rented to you for a period of seven or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III —Limits Of Insurance. Paragraph (2) of this exclusion does not apply if the premises are 'your work" and were never occupied, rented or held for rental by you. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph (6) of this exclusion does not apply to "property damage" included in the "products - completed operations hazard". k. Damage To Your Product "Property damage" to 'your product" arising out of it or any part of it. I. Damage To Your Work "Property damage" to 'your work" arising out of it or any part of it and included in the "products - completed operations hazard". This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. m Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "impaired property" or property that has not been physically injured, arising out of: (1) A defect, deficiency, inadequacy or dangerous condition in 'your product" or 'your work"; or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. (5) CG 00 01 04 13 This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to 'your product" or 'your work" after it has been put to its intended use. n. Recall Of Products, Work Or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: (1) "Your product"; (2) "Your work"; or (3) "Impaired property"; if such product, work, or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. o. Personal And Advertising Injury "Bodily injury" arising out of "personal and advertising injury". Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate electronic data. However, this exclusion does not apply to liability for damages because of "bodily injury". As used in this exclusion, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD- ROMs, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. Recording And Distribution Of Material Or Information In Violation Of Law "Bodily injury" or "property damage" arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; The Fair Credit Reporting Act (FCRA), and any amendment of or addition to such law, including the Fair and Accurate Credit Transactions Act (FACTA); or p• q• (3) © Insurance Services Office, Inc., 2012 Page 5 of 16 (4) Any federal, state or local statute, ordinance or regulation, other than the TCPA, CAN-SPAM Act of 2003 or FCRA and their amendments and additions, that addresses, prohibits, or limits the printing, dissemination, disposal, collecting, recording, sending, transmitting, communicating or distribution of material or information. Exclusions c. through n. do not apply to damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in Section III — Limits Of Insurance. COVERAGE B — PERSONAL AND ADVERTISING INJURY LIABILITY 1. Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "personal and advertising injury" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "personal and advertising injury" to which this insurance does not apply. We may, at our discretion, investigate any offense and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section III — Limits Of Insurance; and (2) Our right and duty to defend end when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A or B or medical expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments —Coverages A and B. b. This insurance applies to "personal and advertising injury" caused by an offense arising out of your business but only if the offense was committed in the "coverage territory" during the policy period. 2. Exclusions This insurance does not apply to: a. Knowing Violation Of Rights Of Another "Personal and advertising injury" caused by or at the direction of the insured with the knowledge that the act would violate the rights of another and would inflict "personal and advertising injury". b. Material Published With Knowledge Of Falsity "Personal and advertising injury" arising out of oral or written publication, in any manner, of material, if done by or at the direction of the insured with knowledge of its falsity. c. Material Published Prior To Policy Period "Personal and advertising injury" arising out of oral or written publication, in any manner, of material whose first publication took place before the beginning of the policy period. d. Criminal Acts "Personal and advertising injury" arising out of a criminal act committed by or at the direction of the insured. e. Contractual Liability "Personal and advertising injury" for which the insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages that the insured would have in the absence of the contract or agreement. f. Breach Of Contract "Personal and advertising injury" arising out of a breach of contract, except an implied contract to use another's advertising idea in your "advertisement". Quality Or Performance Of Goods — Failure To Conform To Statements "Personal and advertising injury" arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your "advertisement". h. Wrong Description Of Prices "Personal and advertising injury" arising out of the wrong description of the price of goods, products or services stated in your "advertisement". g• Page 6 of 16 © Insurance Services Office, Inc., 2012 CG 00 01 0413 i. Infringement Of Copyright, Patent, Trademark Or Trade Secret "Personal and advertising injury" arising out of the infringement of copyright, patent, trademark, trade secret or other intellectual property rights. Under this exclusion, such other intellectual property rights do not include the use of another's advertising idea in your "advertisement". However, this exclusion does not apply to infringement, in your "advertisement", of copyright, trade dress or slogan. j. Insureds In Media And Internet Type Businesses "Personal and advertising injury" committed by an insured whose business is: (1) Advertising, broadcasting, publishing telecasting; (2) Designing or determining content of web sites for others; or An Internet search, access, content or service provider. However, this exclusion does not apply to Paragraphs 14.a., b. and c. of "personal and advertising injury" under the Definitions section. For the purposes of this exclusion, the placing of frames, borders or links, or advertising, for you or others anywhere on the Internet, is not by itself, considered the business of advertising, broadcasting, publishing or telecasting. k. Electronic Chatrooms Or Bulletin Boards "Personal and advertising injury" arising out of an electronic chatroom or bulletin board the insured hosts, owns, or over which the insured exercises control. I. Unauthorized Use Of Another's Name Or Product "Personal and advertising injury" arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatag, or any other similar tactics to mislead another's potential customers. m. Pollution "Personal and advertising injury" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants" at any time. (3) CG00010413 n. Pollution -related Any loss, cost or expense arising out of any: (1) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or (2) Claim or suit by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". o. War or "Personal and advertising injury", however caused, arising, directly or indirectly, out of: (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. p. Recording And Distribution Of Material Or Information In Violation Of Law "Personal and advertising injury" arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; The Fair Credit Reporting Act (FCRA), and any amendment of or addition to such law, including the Fair and Accurate Credit Transactions Act (FACTA); or (4) Any federal, state or local statute, ordinance or regulation, other than the TCPA, CAN- SPAM Act of 2003 or FCRA and their amendments and additions, that addresses, prohibits, or limits the printing, dissemination, disposal, collecting, recording, sending, transmitting, communicating or distribution of material or information. (3) (3) © Insurance Services Office, Inc., 2012 Page 7 of 16 COVERAGE C — MEDICAL PAYMENTS 1. Insuring Agreement a. We will pay medical expenses as described below for "bodily injury" caused by an accident: (1) On premises you own or rent; (2) On ways next to premises you own or rent; or (3) Because of your operations; provided that: (a) The accident takes place in the "coverage territory" and during the policy period; (b) The expenses are incurred and reported to us within one year of the date of the accident; and (c) The injured person submits to examination, at our expense, by physicians of our choice as often as we reasonably require. b. We will make these payments regardless of fault. These payments will not exceed the applicable limit of insurance. We will pay reasonable expenses for: (1) First aid administered at the time of an accident; (2) Necessary medical, surgical, X-ray and dental services, including prosthetic devices; and Necessary ambulance, hospital, professional nursing and funeral services. 2. Exclusions We will not pay expenses for 'bodily injury": a. Any Insured To any insured, except 'Volunteer workers". b. Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. c. Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. (3) d. Workers' Compensation And Similar Laws To a person, whether or not an "employee" of any insured, if benefits for the "bodily injury" are payable or must be provided under a workers' compensation or disability benefits law or a similar law. e. Athletics Activities To a person injured while practicing, instructing or participating in any physical exercises or games, sports, or athletic contests. f. Products -Completed Operations Hazard Included within the "products -completed operations hazard". Coverage A Exclusions Excluded under Coverage A. SUPPLEMENTARY PAYMENTS — COVERAGES A AND B 1. We will pay, with respect to any claim we investigate or settle, or any "suit" against an insured we defend: a. All expenses we incur. b. Up to $250 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. c. The cost of bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $250 a day because of time off from work. e. All court costs taxed against the insured in the "suit". However, these payments do not include attorneys' fees or attorneys' expenses taxed against the insured. f. Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. g• Page 8 of 16 © Insurance Services Office, Inc., 2012 CG 00 01 0413 g. All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance. These payments will not reduce the limits of insurance. 2. If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit", we will defend that indemnitee if all of the following conditions are met: a. The "suit" against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract"; b. This insurance applies to such liability assumed by the insured; c. The obligation to defend, or the cost of the defense of, that indemnitee, has also been assumed by the insured in the same "insured contract"; d. The allegations in the "suit" and the information we know about the "occurrence" are such that no conflict appears to exist between the interests of the insured and the interests of the indemnitee; e. The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and f. The indemnitee: (1) Agrees in writing to: (a) Cooperate with us in the investigation, settlement or defense of the "suit"; (b) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "suit"; (c) Notify any other insurer whose coverage is available to the indemnitee; and (d) Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and (2) Provides us with written authorization to: (a) Obtain records and other information related to the "suit"; and (b) Conduct and control the defense of the indemnitee in such "suit". CG 00 01 04 13 So long as the above conditions are met, attorneys' fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 2.b.(2) of Section I — Coverage A — Bodily Injury And Property Damage Liability, such payments will not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the limits of insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when we have used up the applicable limit of insurance in the payment of judgments or settlements or the conditions set forth above, or the terms of the agreement described in Paragraph f. above, are no longer met. SECTION II — WHO IS AN INSURED 1. If you are designated in the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. © Insurance Services Office, Inc., 2012 Page 9 of 16 2. Each of the following is also an insured: a. Your 'Volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or 'Volunteer workers" are insureds for: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co -"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other 'Volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co -"employee" or 'Volunteer worker" as a consequence of Paragraph (1)(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraph (1)(a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. (2) "Property damage" to property: (a) Owned, occupied or used by; (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by; you, any of your "employees", 'Volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Any person (other than your "employee" or 'Volunteer worker"), or any organization while acting as your real estate manager. c. Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this Coverage Part. 3. Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain ownership or majority interest, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 90th day after you acquire or form the organization or the end of the policy period, whichever is earlier; b. Coverage A does not apply to 'bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. SECTION III — LIMITS OF INSURANCE 1. The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. The General Aggregate Limit is the most for the sum of: a. Medical expenses under Coverage C; b. Damages under Coverage A, except damages because of "bodily injury" or "property damage" included in the "products -completed operations hazard"; and c. Damages under Coverage B. we will pay Page 10 of 16 © Insurance Services Office, Inc., 2012 CG 00 01 0413 3. The Products -Completed Operations Aggregate Limit is the most we will pay under Coverage A for damages because of "bodily injury" and "property damage" included in the "products -completed operations hazard". 4. Subject to Paragraph 2. above, the Personal And Advertising Injury Limit is the most we will pay under Coverage B for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization. 5. Subject to Paragraph 2. or 3. above, whichever applies, the Each Occurrence Limit is the most we will pay for the sum of: a. Damages under Coverage A; and b. Medical expenses under Coverage C because of all "bodily injury" and "property damage" arising out of any one "occurrence". 6. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, while rented to you or temporarily occupied by you with permission of the owner. 7. Subject to Paragraph 5. above, the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily injury" sustained by any one person. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. SECTION IV —COMMERCIAL GENERAL LIABILITY CONDITIONS 1 Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. You must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: (1) How, when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and CG 00 01 04 13 (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. b. If a claim is made or "suit" is brought against any insured, you must: (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable. You must see to it that we receive written notice of the claim or "suit" as soon as practicable. c. You and any other involved insured must: (1) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit"; (2) Authorize us to obtain records and other information; Cooperate with us in the investigation or settlement of the claim or defense against the "suit"; and (4) Assist us, upon our request, in the enforcement of any right against any person or organization which may be liable to the insured because of injury or damage to which this insurance may also apply. No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. 3. Legal Action Against Us No person or organization has a right under this Coverage Part: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Part unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this Coverage Part or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. d. (3) © Insurance Services Office, Inc., 2012 Page 11 of 16 4. Other Insurance If other valid and collectible insurance is available to the insured for a loss we cover under Coverages A or B of this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when Paragraph b. below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in Paragraph c. below. b. Excess Insurance (1) This insurance is excess over: (a) Any of the other insurance, whether primary, excess, contingent or on any other basis: (i) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for 'your work"; (ii) That is Fire insurance for premises rented to you or temporarily occupied by you with permission of the owner; (iii) That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; or If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section I — Coverage A — Bodily Injury And Property Damage Liability. (b) Any other primary insurance available to you covering liability for damages arising out of the premises or operations, or the products and completed operations, for which you have been added as an additional insured. (2) When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. (iv) (3) When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self -insured amounts under all that other insurance. (4) We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 5. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium computation, and send us copies at such times as we may request. 6. Representations By accepting this policy, you agree: a. The statements in the Declarations are accurate and complete; Page 12 of 16 © Insurance Services Office, Inc., 2012 CG 00 01 0413 b. Those statements are based upon representations you made to us; and c. We have issued this policy in reliance upon your representations. 7. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or "suit" is brought. 8. Transfer Of Rights Of Recovery Against Others To Us If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V — DEFINITIONS 1. "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purposes of this definition: a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and b. Regarding web sites, only that part of a web site that is about your goods, products or services for the purposes of attracting customers or supporters is considered an advertisement. 2. "Auto" means: a. A land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment; or b. Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. CG 00 01 04 13 However, "auto" does not include "mobile equipment". 3. "Bodily injury" means bodily injury, sickness or disease sustained by a person, including death resulting from any of these at any time. 4. "Coverage territory" means: a. The United States of America (including its territories and possessions), Puerto Rico and Canada; b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in Paragraph a. above; or c. All other parts of the world if the injury or damage arises out of: (1) Goods or products made or sold by you in the territory described in Paragraph a. above; (2) The activities of a person whose home is in the territory described in Paragraph a. above, but is away for a short time on your business; or (3) "Personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication; provided the insured's responsibility to pay damages is determined in a "suit" on the merits, in the territory described in Paragraph a. above or in a settlement we agree to. 5. "Employee" includes a "leased worker". "Employee" does not include a "temporary worker". 6. "Executive officer" means a person holding any of the officer positions created by your charter, constitution, bylaws or any other similar governing document. 7. "Hostile fire" means one which becomes uncontrollable or breaks out from where it was intended to be. 8. "Impaired property" means tangible property, other than 'your product" or 'your work", that cannot be used or is less useful because: a. It incorporates 'your product" or 'your work" that is known or thought to be defective, deficient, inadequate or dangerous; or b. You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by the repair, replacement, adjustment or removal of 'your product" or 'your work" or your fulfilling the terms of the contract or agreement. © Insurance Services Office, Inc., 2012 Page 13 of 16 9. "Insured contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; b. A sidetrack agreement; c. Any easement or license agreement, except in connection with construction or demolition operations on or within 50 feet of a railroad; d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. does not include that part of any contract or agreement: (1) That indemnifies a railroad for "bodily injury" or "property damage" arising out of construction or demolition operations, within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road- beds, tunnel, underpass or crossing; (2) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (2) above and supervisory, inspection, architectural or engineering activities. (3) Page 14 of 16 10. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a 'temporary worker". 11. "Loading or unloading" means the handling of property: a. After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto"; b. While it is in or on an aircraft, watercraft or "auto"; or c. While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered; but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or "auto". 12. "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, maintained primarily to provide mobility to permanently mounted: (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in Paragraph a., b., c. or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described in Paragraph a., b., c. or d. above maintained primarily for purposes other than the transportation of persons or cargo. © Insurance Services Office, Inc., 2012 CG 00 01 0413 However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1) Equipment designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. However, "mobile equipment" does not include any land vehicles that are subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law are considered "autos". 13. "Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. 14. "Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following offenses: a. False arrest, detention or imprisonment; b. Malicious prosecution; c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person occupies, committed by or on behalf of its owner, landlord or lessor; d. Oral or written publication, in any manner, of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e. Oral or written publication, in any manner, of material that violates a person's right of privacy; f. The use of another's advertising idea in your "advertisement"; or Infringing upon another's copyright, trade dress or slogan in your "advertisement". 15. "Pollutants" mean any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. g• (3) CG00010413 16. "Products -completed operations hazard": a. Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of 'your product" or 'your work" except: (1) Products that are still in your physical possession; or (2) Work that has not yet been completed or abandoned. However, 'your work" will be deemed completed at the earliest of the following times: (a) When all of the work called for in your contract has been completed. (b) When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. b. Does not include "bodily injury" or "property damage" arising out of: (1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured; (2) The existence of tools, uninstalled equipment or abandoned or unused materials; or Products or operations for which the classification, listed in the Declarations or in a policy Schedule, states that products - completed operations are subject to the General Aggregate Limit. 17. "Property damage" means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of the "occurrence" that caused it. For the purposes of this insurance, electronic data is not tangible property. (3) © Insurance Services Office, Inc., 2012 Page 15 of 16 As used in this definition, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD- ROMs, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 18. "Suit" means a civil proceeding in which damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies are alleged. "Suit" includes: a. An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or b. Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. 19. 'Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short- term workload conditions. 20. 'Volunteer worker" means a person who is not your "employee", and who donates his or her work and acts at the direction of and within the scope of duties determined by you, and is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 21. "Your product": a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (a) You; (b) Others trading under your name; or (c) A person or organization whose business or assets you have acquired; and (2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. Page 16 of 16 b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of 'your product"; and (2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold. 22. "Your work": a. Means: (1) Work or operations performed by you or on your behalf; and (2) Materials, parts or equipment furnished in connection with such work or operations. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of 'your work"; and (2) The providing of or failure to provide warnings or instructions. © Insurance Services Office, Inc., 2012 CG00010413 Limited Coverage For Insured's Interest In Specified Wrap -Up Or Consolidated Insurance Program ZURICH Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer No. Add'I. Prem Return Prem. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part SCHEDULE Wrap -Up / Consolidated Insurance Program Project(s): PARTNERS HEALTHCARE SYSTEMS, INC. SOMERVILLE PARKING GARAGE SOLAR PV GENERATING FACILITY I. The following exclusion is added to Paragraph 2., Exclusions of Section I - Coverage A — Bodily Injury And Property Damage Liability and Paragraph 2., Exclusions of Coverage B — Personal And Advertising Injury Liability: Wrap -Up / Consolidated Insurance Program Project(s) This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of either your ongoing operations or the "products -completed operations hazard" at or from the Wrap -Up / Consolidated Insurance Program Project(s) designated in the SCHEDULE of this endorsement, for which insurance is otherwise separately provided to you by a wrap-up / consolidated insurance program, except as follows: A. This insurance coverage will pay on your behalf, any wrap-up / consolidated insurance program related claims or defend any such "suits" covered by this policy, but we will have no duty to pay such claims or defend "suits" until after: 1. All separate wrap-up / consolidated insurance program insurers have paid the full amount of the Limits of Insurance of all their policies providing coverage for the Wrap -Up / Consolidated Insurance Program Project(s) designated in the SCHEDULE of this endorsement, in settlement of claims or "suits"; and 2. You have paid any applicable deductibles or self -insured retentions for which you are responsible to pay in the separate wrap-up / consolidated insurance program providing coverage for the Wrap -Up / Consolidated Insurance Program Project(s) designated in the SCHEDULE of this endorsement; B. If this insurance provides broader coverage for any exposures at or from the Wrap -Up / Consolidated Insurance Program Project(s) designated in the SCHEDULE of this endorsement, and such broader coverage is not provided by a separate wrap-up / consolidated insurance program coverage, then this policy will provide primary coverage as respects those exposures. The exception coverage provided in paragraphs A. and B. of this endorsement will not inure to the benefit of any other party except you. U-GL-1058-B CW (03/09) Page 1 of 2 Includes copyrighted material of Insurance Services Office, Inc. with its permission. II. With regard to the exception coverage provided in paragraph I.A. above, this insurance is excess over any and all other insurance provided to the Wrap -Up / Consolidated Insurance Program Project(s) designated in the SCHEDULE of this endorsement, whether that other insurance is primary, excess, contingent or on any other basis. III. As respects any claims or "suits" arising at or from the Wrap -Up / Consolidated Insurance Program Project(s) designated in the SCHEDULE of this endorsement, for which this exception coverage may apply, any existing provisions of Condition 4., Other Insurance that may be contrary to the provisions of this endorsement are amended to comply with the changes in coverage as stipulated in Sections I. and II. above. All other terms and conditions of your Policy remain unchanged. Includes copyrighted material of Insurance Services Office, Inc. with its permission. U-GL-1058-B CW (03/09) Page 2 of 2 Lead Liability Exclusion ZURICH Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer Add'I. Prem Return Prem. $ $ THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part The following exclusion is added to paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability and Coverage B - Personal And Advertising Injury Liability: This insurance does not apply to: Lead (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of or caused by the actual or alleged: (a) exposure to or existence of lead, paint containing lead, or any other material or substance containing lead; or (b) manufacture, distribution, sale, resale, re -branding, installation, repair, removal, encapsulation, abatement, replace- ment or handling of lead, paint containing lead, or any other material or substance containing lead, whether or not the lead is or was at any time airborne as a particle contained in a product ingested, inhaled, transmitted in any fashion, or found in any form whatsoever; (2) Any legal obligation of any insured for indemnification or contribution due to damages arising out of "bodily injury", "property damage" or "personal and advertising injury" caused by lead, paint containing lead, or any other substance or material containing lead; (3) Any loss, cost, expense or damages, whether direct or consequential, arising out of any: (a) request, demand or order that any insured or others test for, monitor, clean up, remove, abate, contain, treat, or neu- tralize lead, paint containing lead, or any other substance or material containing lead, or in any way respond to, or assess the effects of lead; or (b) claim or suit relating to testing for, monitoring, cleaning up, removing, abating, containing, treating, or neutralizing lead, paint containing lead, or any other substance or material containing lead or in any way responding to or assess- ing the effects of lead. U-GL-1016-B CW (5/2004) Page 1 of 1 Contractors Liability Supplemental Coverages And Conditions ZURICH Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer No. Add'I. Prem Return Prem. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part NON -OWNED WATERCRAFT SCHEDULE Watercraft Length: feet (If no amount is shown above, 51 feet applies.) A. Non -owned Watercraft Liability Extended Coverage Paragraph (2) of Exclusion 2.g. Aircraft, Auto Or Watercraft under Section I — Coverage A — Bodily Injury And Property Damage Liability is replaced by the following: (2) A watercraft you do not own that is: (a) Less than the length shown in the Non -Owned Watercraft Schedule of this endorsement; and (b) Not being used to carry persons or property for a charge; B. Damage To Premises Rented Or Occupied By You 1. The last paragraph under Paragraph 2. Exclusions of Section I — Coverage A — Bodily Injury And Property Damage Liability is replaced by the following: Exclusions c. through n. do not apply to damage by "specific perils" to premises while rented to you or temporarily occupied by you with permission of the owner. A separate Damage to Premises Rented To You Limit of Insurance applies to this coverage as described in Section III — Limits Of Insurance. 2. The paragraph directly following Paragraph (6) in Exclusion j. of Section I — Coverage A — Bodily Injury And Property Damage Liability is replaced by the following: Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" to premises (other than damage by "specific perils"), including "property damage" to the contents of such premises, rented to you under a rental agreement for a period of 14 or fewer consecutive days. A separate Limit of Insurance applies to Damage to Premises Rented to You as described in Section III —Limits Of Insurance. 3. Paragraph 6. of Section III — Limits Of Insurance is replaced by the following: 6. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to any one premises while rented to you, or in the case of damage by one or more "specific perils" to any one premises, while rented to you or temporarily occupied by you with permission of the owner. 4. Paragraph a. of the "insured contract" definition under the Definitions Section is replaced by the following: includes copyrighted material of Insurance Services Office, Inc., with its permission. 13-GL-1060-E OW #44113) Page 3 of a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by "specific perils" to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; 5. Paragraph (ii) under Paragraph 4.b.(1) of the Other Insurance Condition under Section IV — Commercial General Liability Conditions is replaced by the following: (ii) That is property insurance providing coverage for "specific perils" for premises rented to you or temporarily occupied by you with permission of the owner; 6. The following definitions are added to the Definitions Section: "Specific perils" means fire, lightning, explosion, windstorm or hail, smoke, aircraft or vehicles, riot or civil commotion, vandalism, leakage from fire extinguishing equipment, weight of snow, ice or sleet or "water damage". 'Water damage" means accidental discharge or leakage of water or steam as the direct result of the breaking or cracking of any part of a system or appliance containing water or steam. C. Additional Insured — Lessor Of Leased Equipment —Automatic Status When Required In Lease Agreement With You 1. Section II — Who Is An Insured is amended to include as an additional insured any person(s) or organization(s) from whom you lease equipment when you and such person(s) or organization(s) have agreed in a written contract or written agreement that such person(s) or organization(s) be added as an additional insured on your policy. Such person(s) or organization(s) is an additional insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s) or organization(s). However, the insurance afforded to such additional insured: a. Only applies to the extent permitted by law; and b. Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. A person's or organization's status as an additional insured under this endorsement ends when their contract or agreement with you for such leased equipment ends. 2. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after the equipment lease expires. 3. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the written contract or written agreement you have entered into with the additional insured; or b. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. The insurance provided by this Paragraph C. shall not increase the applicable Limits of Insurance shown in the Declarations. D. Additional Insured — Managers Or Lessors Of Premises 1. Section II — Who Is An Insured is amended to include as an additional insured any person(s) or organization(s) that you have agreed in a written contract or written agreement to name as an additional insured, but only with respect to liability arising out of the ownership, maintenance or use of that part of premises leased to you and subject to the following additional exclusions: This insurance does not apply to: a. Any "occurrence" which takes place after you cease to be a tenant in that premises. b. Structural alterations, new construction or demolition operations performed by or on behalf of the additional insured manager or lessor of the premises leased to you. However, the insurance afforded to such additional insured: a. Only applies to the extent permitted by law; and Includes copyrighted material of Insurance Services Office, Inc., with its permission. U-GL-1060-E CW (04/13) Page 2 of 6 b. Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. 2. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the written contract or written agreement you have entered into with the additional insured; or b. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. The insurance provided by this Paragraph D. shall not increase the applicable Limits of Insurance shown in the Declarations. E. Additional Insured —State Or Governmental Agency Or subdivision Or Political Subdivision — Permits Or Authorizations 1. Section II — Who Is An Insured is amended to include as an additional insured any state or governmental agency or subdivision or political subdivision that you have agreed in a written contract or written agreement or that you are required by statute, ordinance or regulation to name as an additional insured, subject to the following provisions: a. This insurance applies only with respect to operations performed by you or on your behalf for which the state or governmental agency or subdivision or political subdivision has issued a permit or authorization. b. This insurance does not apply to: (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the federal government, state or municipality; or (2) "Bodily injury" or "property damage included within the "products -completed operations hazard". However, the insurance afforded to such additional insured: a. Only applies to the extent permitted by law; and b. Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. 2. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the written contract or written agreement you have entered into with the additional insured; or b. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. The insurance provided by this Paragraph E. shall not increase the applicable Limits of Insurance shown in the Declarations. F. Personal And Advertising Injury Coverage — Assumed Under Contract Or Agreement 1. Exclusion e. of Section I — Coverage B — Personal And Advertising Injury Liability is replaced by the following: 2. Exclusions This insurance does not apply to: e. Contractual Liability "Personal and advertising injury" for which the insured has assumed liability in a contract or agreement. This exclusion does not apply to: (1) Liability for damages that the insured would have in the absence of the contract or agreement; or (2) Liability for "personal and advertising injury" if: U-GL-1060-E CW (04/13) Page 3 of 6 Includes copyrighted material of Insurance Services Office, Inc., with its permission. (a) The liability pertains to your business and is assumed in a contract or agreement that is an "insured contract"; and (b) The "personal and advertising injury" occurs subsequent to the execution of the contract or agreement. Solely for the purposes of liability so assumed in such "insured contract", reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of "personal and advertising injury", provided: (i) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same contract or agreement; and (ii) Such attorney fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. 2. For purposes of this "personal and advertising injury" coverage only: Paragraph d. and the second to last paragraph under Paragraph 2. of Supplementary Payments —Coverages A and B are replaced by the following: d. The allegations in the "suit" and the information we know about the "occurrence" or offense are such that no conflict appears to exist between the interests of the insured and the interest of the indemnitee; So long as the above conditions are met, attorneys' fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Such payments will not be deemed to be damages for "bodily injury", "property damage" or "personal and advertising injury" and will not reduce the limits of insurance. G. Insured Contract Amendment Paragraph f. and f.(1) through f.(3) of the "insured contract" definition under the Definitions Section is replaced by the following: f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another to pay for "bodily injury", "property damage" or "personal and advertising injury" to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. does not include that part of any contract or agreement: (1) That indemnifies a railroad for "bodily injury", "property damage" or "personal and advertising injury" arising out of construction or demolition operations within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road -beds, tunnel, underpass or crossing; (2) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; (3) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (2) above and supervisory, inspection, architectural or engineering activities; (4) That indemnifies a person or organization for "personal and advertising injury": (a) Arising out of advertising, publishing, broadcasting or telecasting done for you or on your behalf; or (b) To an "employee" of such person or organization that does advertising, publishing, broadcasting or telecasting for you or on your behalf; or (5) That indemnifies a labor leasing firm for "bodily injury" to 'leased workers". U-GL-1060-E CW (04/13) Page 4 of 6 Includes copyrighted material of Insurance Services Office, Inc., with its permission. H. Medical Payments — Increased Reporting Period Paragraph a. of Section I —Coverage C — Medical Payments is replaced by the following: a. We will pay medical expenses as described below for "bodily injury" caused by an accident: (1) On premises you own or rent; (2) On ways next to premises you own or rent; or (3) Because of your operations; provided that: (a) The accident takes place in the "coverage territory" and during the policy period; (b) The expenses are incurred and reported to us within three years of the date of the accident; and (c) The injured person submits to examination, at our expense, by physicians of our choice as often as we reasonably require. I. Broad Bail Bond Coverage Paragraph 1.b. under Supplementary Payments — Coverages A And B is replaced by the following: b. The cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. J. Amendment — Duties In The Event of Occurrence, Offense, Claim or Suit The following paragraphs are added to Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV —Commercial General Liability Conditions: Notice of an "occurrence" or of an offense which may result in a claim under this insurance or notice of a claim or "suit" shall be given to us as soon as practicable after knowledge of the "occurrence", offense, claim or "suit" has been reported to your officer, manager, partner or an "employee" authorized by you to give or receive such notice. Knowledge by "employees" other than your officer, manager, partner or "employee" authorized by you to give or receive such notice of an "occurrence", offense, claim or "suit" does not imply that you also have such knowledge. In the event that an insured reports an "occurrence" to your workers compensation carrier and this "occurrence" later develops into a General Liability claim, covered by this Coverage Part, the insured's failure to report such "occurrence" to us at the time of the "occurrence" shall not be deemed to be a violation of this Condition. You must, however, give us notice as soon as practicable after being made aware that the particular claim is a General Liability rather than a Workers Compensation claim. K. Unintentional Failure To Disclose Or Describe Hazards Paragraph 6. Representations of Section IV — Commercial General Liability Conditions is replaced by the following: 6. Representations By accepting this policy, you agree: a. The statements in the Declarations are accurate and complete; b. Those statements are based upon representations you made to us; and c. We have issued this policy in reliance upon your representations. Coverage will continue to apply if you unintentionally: (1) Fail to disclose all hazards existing at the inception of this policy; or (2) Make an error, omission or improper description of premises or other statement of information stated in this policy. You must notify us in writing as soon as possible after the discovery of any hazards or any other information that was not provided to us prior to inception of this Coverage Part. L. Bodily Injury Redefined The "bodily injury" definition under the Definitions Section is replaced by the following: Includes copyrighted material of Insurance Services Office, Inc., with its permission. U-GL-1060-E CW {II4/ t3} Page 5 of 6 "Bodily injury" means bodily injury, sickness or disease sustained by a person, including death resulting from any of these at any time. This includes mental anguish, mental injury, shock, fright or death resulting from bodily injury, sickness or disease. M. Two Or More Of Our Coverage Parts/ Policies The following is added to Section III — Limits of Insurance: 1. Subject to Paragraph 2. or 3. above, whichever applies, if this Coverage Part and any other Commercial General Liability Coverage Part or policy providing Commercial General Liability insurance issued to you by us or any other Zurich underwriting company affiliated with us apply to the same "occurrence", only the highest available Each Occurrence Limit under any such Coverage Part or policy applies to such "occurrence". 2. Subject to Paragraph 2. above, if this Coverage Part and any other Coverage Part or policy providing Commercial General Liability insurance issued to you by us or any other Zurich underwriting company affiliated with us apply to the same offense, only the highest available Personal And Advertising Injury Limit under any such Coverage Part or policy applies to such offense. 3. Under this Coverage Part and all other Zurich underwriting company Coverage Parts or policies to which Paragraphs 1. and 2. above combined apply, the most we will pay for all injury or damage because of "bodily injury" or "property damage" "occurrences", "personal and advertising injury" offenses and medical expenses is: a. The single highest Coverage Part or policy General Aggregate Limit; or b. The single highest Coverage Part or policy Products -Completed Operations Aggregate Limit, whichever applies, whether such "occurrence", offenses or medical expenses are covered by one or more than one Zurich underwriting company policy. 4. Any existing provisions under Paragraph 4. Other Insurance under Section IV — Commercial General Liability Conditions that may be contrary to the provisions of this endorsement are amended to comply with the changes in coverage as stipulated in Paragraphs 1., 2., and 3. above. This provision does not apply to any Coverage Part or policy issued by us or any other Zurich underwriting company affiliated with us specifically to apply as excess insurance over this Coverage Part. N. Your Work Redefined Paragraph a.(1) of the "your work" definition under the Definitions Section is replaced by the following: 22. "Your work": a. Means: (1) Work or operations performed by you or on your behalf, but does not include work or operations performed by another entity who joined with you to form a partnership or joint venture not shown as a Named Insured in the Declarations, which terminated or ended prior to the effective date of this policy; and All other terms and conditions of this policy remain unchanged. Includes copyrighted material of Insurance Services Office, Inc., with its permission. U-GL-1060-E CW (04/13) Page 6 of 6 Fungi Or Bacteria Exclusion Endorsement Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer Add'1. Prem Return Prem. $ $ THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part The following exclusion is added to paragraph 2. Exclusions of Section I. - Coverage A - Bodily Injury And Property Damage Liability and paragraph 2. Exclusions of Coverage B - Personal And Advertising Injury Liability: 2. Exclusions This insurance does not apply to: Fungi or Bacteria A. "Bodily injury', "property damage" or "personal and advertising injury " caused directly or indirectly by the actual, alleged or threatened inhalation of, ingestion of, contact with, exposure to, existence of, or presence of any: 1. "Fungi"or "bacteria"; or 2. Substance, vapor or gas produced by or arising out of any "fungi" or "bacteria". B. Loss, costs or expenses arising out of the abating, testing for, monitoring, cleaning up, removing, containing, treating, detoxifying, neutralizing, remediating or disposing of, or in any way responding to, or assessing the effects of, "fungi" or "bacteria", by any insured or by any other person or entity. C. For the purposes of this exclusion, the following definitions are added: 1. "Fungi" means any type or form of fungus, including mold or mildew and any mycotoxins, "spores", scents or byproducts produced or released by fungi. 2. "Spores" means reproductive bodies produced by or arising out of "fungi". 3. "Bacteria" means any type or form of bacteria and any materials or substances that are produced or released by bacteria. This exclusion does not apply to any "fungi"or "bacteria" that are, are on, or are contained in, an edible good or edible product intended for human or animal consumption. U-GL-1171-AC W (07/03) Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission Additional Insured - Automatic - Owners, Lessees Or Contractors ZURICH') Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer No. Add'I. Prem Return Prem. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Named Insured: AMERESCO INC Address (including ZIP Code): 111 SPEEN ST FRAMINGHAM, MA 01701 This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part A. Section II — Who Is An Insured is amended to include as an additional insured any person or organization whom you are required to add as an additional insured on this policy under a written contract or written agreement. Such person or organization is an additional insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf, in the performance of your ongoing operations or "your work" as included in the "products -completed operations hazard", which is the subject of the written contract or written agreement. However, the insurance afforded to such additional insured: 1. Only applies to the extent permitted by law; and 2. Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or failure to render, any professional architectural, engineering or surveying services including: a. The preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or b. Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any professional architectural, engineering or surveying services. U-GL-1175-F CW (04/13) Page 1 of 2 Includes copyrighted material of Insurance Services Office, Inc., with its permission. C. The following is added to Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV — Commercial General Liability Conditions: The additional insured must see to it that: 1. We are notified as soon as practicable of an "occurrence" or offense that may result in a claim; 2. We receive written notice of a claim or "suit" as soon as practicable; and 3. A request for defense and indemnity of the claim or "suit" will promptly be brought against any policy issued by another insurer under which the additional insured may be an insured in any capacity. This provision does not apply to insurance on which the additional insured is a Named Insured if the written contract or written agreement requires that this coverage be primary and non-contributory. D. For the purposes of the coverage provided by this endorsement: 1. The following is added to the Other Insurance Condition of Section IV —Commercial General Liability Conditions: Primary and Noncontributory insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured provided that: a. The additional insured is a Named Insured under such other insurance; and b. You are required by written contract or written agreement that this insurance be primary and not seek contribution from any other insurance available to the additional insured. 2. The following paragraph is added to Paragraph 4.b. of the Other Insurance Condition of Section IV —Commercial General Liability Conditions This insurance is excess over: Any of the other insurance, whether primary, excess, contingent or on any other basis, available to an additional insured, in which the additional insured on our policy is also covered as an additional insured on another policy providing coverage for the same "occurrence", offense, claim or "suit". This provision does not apply to any policy in which the additional insured is a Named Insured on such other policy and where our policy is required by a written contract or written agreement to provide coverage to the additional insured on a primary and non- contributory basis. E. This endorsement does not apply to an additional insured which has been added to this policy by an endorsement showing the additional insured in a Schedule of additional insureds, and which endorsement applies specifically to that identified additional insured. F. With respect to the insurance afforded to the additional insureds under this endorsement, the following is added to Section III — Limits Of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the written contract or written agreement referenced in Paragraph A. of this endorsement; or 2. Available under the applicable Limits of Insurance shown in the Declarations, whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. All other terms and conditions of this policy remain unchanged. U-GL-1175-F CW (04/13) Page 2 of 2 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Abusive Act Liability Coverage Form Z U R I C H Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words 'you" and 'your" refer to the Named Insured shown in the Declarations, and any other person or organization qualifying as a Named Insured under this policy. The words "we", "us" and "our" refer to the company providing this insurance. The word "insured" means any person or organization qualifying as such under Section II —Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section V — Definitions. SECTION I — COVERAGES ABUSIVE ACT LIABILITY 1. Insuring Agreement a. We will pay "loss" because of "injury" resulting from an "abusive act" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" for "loss" resulting from the "abusive act". However, we will have no duty to defend the insured against any "suit" for "loss" to which this insurance does not apply. We may, at our discretion, investigate and settle any claim or "suit" that may result. But: (1) The amount we will pay for "loss" is limited as described in Section III — Limits Of Insurance; and (2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of "loss". No other obligation or liability to pay "losses" or perform acts and services or pay any other amounts is covered unless explicitly provided for under Supplementary Payments or Special Supplementary Payments. b. This insurance applies only if: (1) The "injury" caused by an "abusive act" begins during a "policy year" within the "policy period"; and (2) The "abusive act" that causes the "injury" begins during the same "policy year". c. "Injury" caused by an "abusive act" which begins during any "policy year" includes any continuation, change or resumption of that "injury" from the same "abusive act" after the end of that "policy year." Only the Limits of Insurance of the "policy year" in which the "abusive act" begins will apply to all such "loss" because of "injury" occurring during and subsequent to that "policy year". d. "Loss" because of "injury" includes "loss" claimed by any person or organization for care, loss of services, or death resulting at any time from the "injury". 2. Exclusions This insurance does not apply to: a. "Injury" for which the insured is obligated to pay "loss" by reason of the assumption of liability under any contract or agreement, except and then only to the extent that the insured would have been liable in the absence of such contract or agreement; b. Any claim made or "suit" brought by you or on your behalf or in the name or right of any insured, provided, however, this exclusion will not apply to any claim made or "suit" brought by a 'Volunteer"; c. Any claim or "suit" based upon, arising out of or attributable, in whole or in part, to any "abusive act" that was alleged in or formed the basis of any litigation or claim that was pending at any time prior to the effective date of this Coverage Part; U-GL-1275-A CW (04/2006) Page 1 of 6 d. Any claim or "suit" based upon, arising out of or attributable, in whole or in part, to any "abusive act" of which any insured, other than any insured actually committing the "abusive act", has knowledge prior to the effective date of this Coverage Part; e. Any obligation of the insured under a workers compensation, disability benefits or unemployment compensation law or similar law; f. Any "abusive act" committed by an "employee" or 'Volunteer" with a prior criminal conviction for an "abusive act"; g. Any person who actually or allegedly participated in, directed or knowingly allowed any "abusive act". 3. Supplementary Payments We will pay, with respect to any claim we investigate or settle, or any "suit" against an insured we defend: a. All expenses we incur. b. The cost of bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. c. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $250 a day because of time off from work. d. All costs taxed against the insured in the "suit". e. Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. f. All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance. These payments will not reduce the limits of insurance. 4. Special Supplementary Payments In addition to payments noted in Supplementary Payments above, we will reimburse you, only with respect to any claim or "suit" for an "abusive act" to which this insurance applies, for the following expenses you incur: a. Your reasonable expenses incurred in conducting an internal investigation of or counseling relating to allegations of an "abusive act"; and b. Your reasonable expenses in retaining the services of a media consultant or public relations professional in response to allegations of an "abusive act". These reimbursements will not reduce the Limits of Insurance. However, the most we will reimburse you for the sum of all such expenses, regardless of the number of "abusive acts", claimants, claims, "suits" or insureds, is the Special Supplementary Payment Limit shown in the Abusive Act Liability Coverage Form Declarations. We have no obligation to arrange for any of these services or pay any of the service providers on your behalf. SECTION II — WHO IS AN INSURED Each of the following is an insured: 1. You, but only with respect to the conduct of your business described in the Abusive Act Liability Coverage Form Declarations; 2. Your "employees", directors, officers, trustees, clergy, wardens, deacons, elders, teachers, members of the vestry, members of the board of trustees, members of standing committees, members of the board of governors or members of the board of education, but only while any of these persons is performing duties in the conduct of your business described in the Abusive Act Liability Coverage Form Declarations; and 3. Any 'Volunteer", but only while performing, with your consent, duties in the conduct of your business described in the Abusive Act Liability Coverage Form Declarations. U-GL-1275-A CW (04/2006) Page 2 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. SECTION III — LIMITS OF INSURANCE 1. The Limits of Insurance shown in the Abusive Act Liability Coverage Form Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Actual, alleged or threatened "abusive acts"; c. Claims made or "suits" brought; or d. Persons or organizations making claims or bringing "suits". 2. The Aggregate Limit is the most we will pay for the sum of all "loss" covered under this Coverage Part with respect to any one "policy year." 3. Subject to 2. above, the Each Abusive Act Limit is the most we will pay for the sum of all "loss" because of "injury" from any one "abusive act". If any "abusive act" or "injury" resulting from that "abusive act" occurs in more than one policy or "policy year" that we have issued to you, we will pay the 'loss" arising from such "abusive act" from the limits of insurance of just the one "policy year" in which the "abusive act" began. Should you not be able to determine exactly which "policy year" was in effect when the "abusive act" began, you can designate the "policy year" that you reasonably believe was in effect at the beginning of the "abusive act" "loss". We will pay all such "loss" from only the limits of insurance of that designated "policy year". We will only pay "loss" in excess of the Each Abusive Act Retention shown in the Abusive Act Liability Coverage Form Declarations. SECTION IV — CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. However, this provision shall not affect our ability to invoke any applicable statute of limitations, statute of repose or similar statute, common law principle or court rule on behalf of the insured. 2. Duties In The Event of Abusive Act, Claim or Suit. a. You will, as a condition precedent to your rights under this Coverage Part, give to us notice in writing of any "abusive act" or "injury" which may result in a claim or "suit". To the extent possible, notice should include: (1) How, when and where the "abusive act" took place; (2) The names and addresses of any injured persons and any witnesses; and (3) The nature and description of any "injury" arising out of the "abusive act". b. If a claim is made or "suit" is brought against any insured, you must: (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable. You must see to it that we receive written notice of the claim or "suit" as soon as practicable. c. You will, as a condition precedent to your rights under this Coverage Part: (1) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit"; (2) Authorize us to obtain records and other information; (3) Cooperate with us in the investigation or settlement of the claim or defense against the "suit"; and (4) Assist us, upon our request, in the enforcement of any right against any person or organization which may be liable to the insured because of "injury" to which this insurance may also apply. d. No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expenses, without our consent. Includes copyrighted material of Insurance Services Office, Inc. with its permission. U-GL-1275-A CW (04/ 2006) Page 3 of 6 3. Legal Action Against Us No person or organization has a right under this Coverage Part: a. To join us as a party or otherwise bring us into a claim or "suit" seeking "loss" from an insured; or b. To sue us on this Coverage Part unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured, but we will not be liable for any amount that is not payable under the terms of this Coverage Part or that is in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 4. Other Insurance If other valid and collectible insurance is available to the insured for a "loss" covered under this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary when no other valid and collectible insurance is available to the insured for a"oss" we cover under this insurance. b. Excess Insurance Subject to c. below, if other valid and collectible insurance is available to the insured for a "loss" we cover under this insurance, this insurance is excess over that insurance. When this insurance is excess, we will have no duty to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. We will pay only our share of the amount of "loss", if any, that exceeds the total amount that all such other insurance would pay for the "loss" in the absence of this insurance. At our request, you will provide us with detailed information regarding all other insurance policies that have been issued to you as well as all other policies under which you could potentially seek coverage if you chose to do so. Also, at our request, you will tender any claim or "suit" that we designate to any insurer(s) that we designate, and cooperate with us in seeking coverage (including contribution and/or indemnification of any amounts that we pay under this policy) for such claim or "suit" from such insurer(s). c. Non -Cumulation Of Insurance In no event may the Limit of Insurance available under this policy be combined in any manner with the limits of insurance of any other insurance written by us or any of our affiliates. These provisions do not apply to policies expressly written to be excess of this policy. 5. Representations By accepting this policy, you agree the statements contained in the application and any documents or information submitted with it are true, accurate and complete, and that we have issued this Coverage Part in reliance upon those statements. 6. Separation Of Insureds Except with respect to the Limits of Insurance and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or "suit" is brought. 7. Transfer Of Rights Of Recovery Against Others To Us If the insured has the right to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after the "loss" to impair them. At our request, the insured will bring litigation or other proceedings, or transfer those rights to us and help us to enforce them. U-GL-1275-A CW (04/2006) Page 4 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. 8. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to you written notice of the non -renewal no less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V — DEFINITIONS 1. "Abusive act" means any act or series of acts of actual or threatened abuse or molestation done to any person, resulting in "injury" to that person, including any act or series of acts of actual or threatened sexual abuse or molestation done to any person, resulting in "injury" to that person, by anyone who causes or attempts to cause the person to engage in a sexual act: a. Without the consent of or by threatening the person, placing the person in fear or asserting undue influence over the person; b. If that person is incapable of appraising the nature of the conduct or is physically incapable of declining participation in or communicating unwillingness to engage in the sexual act; or c. By engaging in or attempting to engage in lewd exposure of the body done with intent to arouse or to satisfy the sexual desire of any person. All interrelated or continuous "abusive acts" committed by one person or persons acting in concert, shall be deemed to be one "abusive act". 2. "Employee" means a person employed by the insured for compensation and includes a "leased worker". "Employee" does not include a "temporary worker". 3. "Injury" means physical injury, sickness, disease, mental anguish, mental injury, shock or fright or death of the person(s) who is the subject of an "abusive act". 4. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker". 5. "Loss" means those sums that the insured is legally obligated to pay as damages, provided, however, that "loss" will not include: a. Taxes, fines or penalties; b. Any damages awarded for punitive or exemplary purposes or any damages for which the amount is determined by the application of a multiplier, where such amounts are not insurable under applicable law; or c. Any other sums that are uninsurable under the applicable law. All claims or "suits" based upon or arising out of or in any way involving the same or related "abusive act" or the same or related series of "abusive acts", shall be deemed to be a single "loss". 6. "Policy period" means the period of time from the effective date to the expiration date shown in the Abusive Acts Liability Coverage Form Declarations or to any earlier date of termination. 7. "Policy year" means the period of one year following the effective date of this policy or any anniversary thereof or, if the time between the effective date or any anniversary thereof and the termination of the "policy period" is less than one year, such lesser period. 8. "Suit" means a civil proceeding in which damages because of "injury" to which this insurance applies are alleged. "Suit" includes: a. An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or b. Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. 9. 'Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short-term workload conditions. Includes copyrighted material of Insurance Services Office, Inc. with its permission. U-GL-1275-A CW (04/2006) Page 5 of 6 10. 'Volunteer" means a person who is not your "employee" and who donates his or her work and acts at the direction of and within the scope of duties determined by you, and is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. U-GL-1275-A CW (04/2006) Page 6 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. ZURICH Limited Operations Coverage - Work Excluded Under A Consolidated (Wrap -Up) Insurance Program Policy No. Exp. Date of Pol. Eff. Date of End. Agency No. Addl. Prem. Return Prem. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Named Insured: AMERESCO, INC . Address (including ZIP Code): 111 SPEEN ST FRAMINGHAM MA 01701-2000 This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part SCHEDULE Description and Location of Operation(s): ANY LOCATION WHERE THE INSURED HAS, OR HAD, OPERATIONS INSURED BY A CONSOLIDATED (WRAP—UP) INSURANCE PROGRAM. THIS EXCLUSION DOES NOT APPLY TO ANY LOCATION(S) THAT MAY BE DESCRIBEDIN U—GL-1058, EXCESS COVERAGE FOR INSUREDS INTEREST IN SPECIFIED WRAP UP PROGRAM (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) A. The following exclusion is added to paragraph 2., Exclusions of Coverage A — Bodily Injury and Property Damage Liability (Section I — Coverages) : This insurance does not apply to "bodily injury" or "property damage" arising out of either your ongoing opera- tions or operations included within the "products -completed operations hazard" at the location described in the SCHEDULE of this endorsement, as a consolidated (wrap-up) insurance program has been provided by the prime contractor/project manager or owner of the construction project in which you are involved. This exclusion applies whether or not the consolidated (wrap-up) insurance program: 1. Provides coverage identical to that provided by this Coverage Part; 2. Has limits adequate to cover all claims; or 3. Remains in effect. B. The exclusion in A. above shall not apply to your ongoing operations at the location shown in the SCHEDULE - for your service, maintenance, correction, repair or replacement of the original work performed and insured under the consolidated wrap-up insurance program. U-GL-1294-ACW (10/06) Page 1 of 2 However, this extension of coverage does not apply to damages because of "bodily injury" or "property damage" due to any service, maintenance, correction, repair or replacement work: 1. as respects the "products -completed operations hazard'; or 2. for which coverage is afforded under the consolidated (wrap-up) insurance program. C. For the application of the coverage provided by this endorsement in paragraph B. above, SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONSparagraph 4 Other Insurance is replaced by the following: This insurance is excess over any other insurance, whether primary, excess, contingent or on any other ba- sis. If any other insurance responds or can respond to this loss, we shall have the right but not the duty to defend any "suit". When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: 1. The total amount that all such other insurance would pay for the loss in the absence of this insurance; and 2. The total of all deductible and self -insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that may apply and that was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. Countersigned Authorized Representative U-GL-1294-A CW (10/06) Page 2 of 2 Earlier Notice of Cancellation or Non -Renewal ZURICHS THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE 1. Number of days required for notice of non -renewal (other than for nonpayment of premium): 90 (If the number of days is not provided above, please see the nonrenewal provisions of your policy.) 2. Number of days required for notice of cancellation (other than for nonpayment of premium): 90 (If the number of days is not provided above, please see the cancellation provisions of your policy.) 3. Number of days required for notice of cancellation (for nonpayment of premium): 10 (If the number of days is not provided above, please see the cancellation provisions of your policy.) A. For any statutorily permitted reason for non -renewal other than nonpayment of premium, the number of days required for notice of non -renewal, as provided in the Commercial General Liability Conditions, as amended by an applicable state endorsement or as provided by an applicable state's change in coverage regulation is increased to the number of days shown in Paragraph 1. in the Schedule above. B. For any statutorily permitted reason for cancellation other than nonpayment of premium, the number of days required for notice of cancellation, as provided in the Common Policy Conditions, as amended by an applicable state endorsement or as provided by an applicable state's change in coverage regulation is increased to the number of days shown in Paragraph 2. in the Schedule above. C. For nonpayment of premium, the number of days required for notice of cancellation, as provided in the Common Policy Conditions, as amended by an applicable state endorsement or as provided by an applicable state's change in coverage regulation is increased to the number of days shown in Paragraph 3. in the Schedule above. All other terms and conditions of your policy remain the same. Includes copyrighted material of Insurance Services Office, Inc., with its permission. U-GL-1298-C CW (08/2008) Page 1 of 1 Deductible Policy No. Eff. Date of Pol. Eff. Date of End. ZURICH THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part Employee Benefits Liability Coverage Part Liquor Liability Coverage Part DEDUCTIBLE SCHEDULE Coverage Deductible Amount Basis Coverage A. "Bodily Injury" and "Property Damage" Liability All persons or organizations $ 10 0, 0 0 0 Each "Occurrence" "Bodily Injury" Liability Only All persons or organizations Each "Occurrence" "Property Damage" Liability Only All persons or organizations Each "Occurrence" Coverage A. "Bodily Injury" and "Property Damage" Liability Each Claim "Bodily Injury" Liability Only Each Claim "Property Damage" Liability Only Each Claim Coverage B. "Personal and Advertising Injury" Liability By offense —Any one person or organization $ 100, 000 Each Claim Coverage C. Medical Payments $ 100, 000 Any One Person Additional Coverage Employee Benefits Liability Each Act, Error or Omission Additional Coverage Liquor Liability Each Common Cause Aggregate Deductible Amount ❑ Adjustable at a rate of per of ❑ Rat Initial Exposure Minimum Aggregate Deductible Amount U-GL-1326-B MA (09/08) Page 1 of 5 ALLOCATED LOSS ADJUSTMENT EXPENSE SELECTION SCHEDULE Select One Option 1 n As respects each Deductible Amount, you will reimburse us for all "allocated loss adjustment expense", even if there is no payment for other than "allocated loss adjustment expense". "Allocated loss adjustment expense" reimbursements will contribute toward your Deductible Amount and your Aggregate Deductible Amount as shown in the Deductible Schedule. Option 2 n As respects each Deductible Amount, you will reimburse us for "allocated loss adjustment expense" as follows: (a) If the total amount payable for other than "allocated loss adjustment expense" as respects the basis for each Deductible Amount is equal to or less than the Deductible Amount(s) or if there is no amount payable other than "allocated loss adjustment expense", then you will reimburse us for all "allocated loss adjustment expense". "Allocated loss adjustment expense" reimbursements will not contribute toward either your Deductible Amount or your Aggregate Deductible Amount as shown in the Deductible Schedule; or (b) If the total amount payable for other than "allocated loss adjustment expense" exceeds the Deductible Amount, you will reimburse us a pro-rata share of total "allocated loss adjustment expense" based on the ratio of the Deductible Amount divided by the total amount payable for other than "allocated loss adjustment expense" as respects the basis for each Deductible Amount. "Allocated loss adjustment expense" reimbursements will not contribute toward either your Deductible Amount or your Aggregate Deductible Amount as shown in the Deductible Schedule. Option 3 n As respects each Deductible Amount, you will reimburse us for all "allocated loss adjustment expense", even if there is no payment for other than "allocated loss adjustment expense". "Allocated loss adjustment expense" reimbursements will not contribute toward either your Deductible Amount or your Aggregate Deductible Amount as shown in the Deductible Schedule. If no option is selected, Option 3 will apply. A. How the Deductible Amount Applies You will reimburse us for the Deductible Amount(s) shown in the Deductible Schedule and for "allocated loss adjustment expenses" incurred based on the Albcated Loss Adjustment Expense Selection Schedule. The Deductible Amount(s) applies as follows: 1. If an Each Occurrence Deductible is shown, the Deductible Amount applies to all sums payable because of any one "Occurrence", regardless of the number of persons or organizations who sustain damages because of that "Occurrence". 2. If an Each Claim Deductible is shown, the Deductible Amount applies to all sums payable for each claim, sustained by any one person or organization. a. For Other than Coverage B, to all sums payable for each claim, sustained by any one person or organization, and b. For Coverage B, to all damages sustained by any one person or organization as the result of an offense. 3. Medical Payments - If an Any One Person limit is shown, the Deductible Amount applies to all sums payable to any one person as a result of an accident sustained by that person. U-GL-1326-B MA (09/08) Page 2 of 5 4. Employee Benefits Liability - If an Each Act, Error or Omission Deductible is shown, the Deductible Amount applies to all sums payable for all damages sustained by any one "Employee", including the "Employee's" dependents and beneficiaries, because of acts, errors or omissions committed in the administration of employee benefit programs. 5. Liquor Liability - If a Common Cause Deductible is shown, the Deductible Amount applies to all sums payable for all injury sustained by one or more persons or organizations as the result of the selling, serving or furnishing of any alcoholic beverage to any one person. B. Deductible Provisions 1. If more than one Deductible Amount applies to sums payable arising from the same 'incident" because more than one Coverage applies, you will be responsible for each and every applicable Deductible Amount. 2. Deductible Amount(s) apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations. 3. Your obligation to pay the Deductible Amount(s) shown on this policy is not fulfilled by: a. The payment of a Deductible Amount under any other policy; or b. Any payment made by us or another insurance company; even if 3.a. or 3.b. above applies to the same 'incident" as the Deductible Amount due under this policy. 4. If more than one policy issued by us applies to sums payable because of a single continuous 'incident", the Deductible Amount(s) applies separately to each policy that we issue to which this endorsement or a sinilar Deductible Endorsement applies. Deductible Amounts also apply separately to each annual period and any remaining period of less than 12 months as described in B.2. above. 5. If a Coverage Part or Additional Coverage of this policy specifically applies a separate deductible(s): a. the separate additional deductible amount applies to any loss separately and before the Deductible Amount(s) shown on the Schedule of this endorsement; and b. the Deductible Amount(s) shown on the Schedule of this endorsement applies only if the loss exceeds the separate additional deductible amount described in 5.a. above, subject to the other terms and conditions of this endorsement. C. Aggregate Deductible Amount 1. The Aggregate Deductible Amount shown in the Deductible Schedule is the most you must reimburse us for the sum of: a. all applicable Deductible Amount(s) as shown in the Deductible Schedule; and b. all applicable "allocated loss adjustment expense" in accordance with the Allocated Loss Adjustment Expense Selection Schedule, above. This single Aggregate Deductible Amount applies to the entire policy period and to any remaining extension pe- riod. 2. If an Aggregate Deductible Amount is shown in the Deductible Schedule and is designated as adjustable, the final Aggregate Deductible Amount will be determined at the end of the policy period by an audit of your records, and will be based upon the Rate shown in the Deductible Schedule multiplied by the final audited Exposure. The amount shown in the Deductible Schedule as the Aggregate Deductible Amount is an estimated amount, and is based on an estimate of what the audit of your records will develop. U-GL-1326-B MA (09/08) Page 3 of 5 In no event will the final audited Aggregate Deductible Amount be less than the Aggregate Deductible Amount shown in the Deductible Schedule, unless a Minimum Aggregate Deductible Amount is shown in the Deductible Schedule. If a Minimum Aggregate Deductible Amount is shown, the final audited Aggregate Deductible Amount will not be less than the Minimum Aggregate Deductible Amount. 3. If an Aggregate Deductible Amount is shown in the Deductible Schedule and is designated as Flat, the Aggregate Deductible Amount will not be adjusted. In no event will the Rat Aggregate Deductible Amount be less than or more than the Aggregate Deductible Amount shown in the Deductible Schedule. 4. If no Aggregate Deductible Amount is stated in the Deductible Schedule, then your obligation to reimburse us for the sum of all applicable Deductible Amount(s) as shown in the Deductible Schedule and all applicable "allocated loss adjustment expense" in accordance with the Allocated Loss Adjustment Expense Selection Schedule above, is unlimited. D. Allocated Loss Adjustment Expense Reimbursement In accordance with the Allocated Loss Adjustment Expense Selection Schedule: 1. If Option 1 is selected, "allocated loss adjustment expense" reimbursements made by you contribute to your Deductible Amount and Aggregate Deductible Amount. 2. If Option 2 or Option 3 is selected, then you will reimburse us for all or pro-rata "allocated loss adjustment expense", as may apply, in accordance with the Allocated Loss Adjustment Expense Selection Schedule above, even if the Deductible Amount or the Aggregate Deductible Amount, if applicable, is exceeded. E. Application of the Deductible Amount to Payable Amounts 1. You will reimburse us for "allocated loss adjustment expense" according to the option selected in the Allocated Loss Adjustment Expense Selection Schedule. 2. Upon settlement or final adjudication of a claim, we will apply the Deductible Amount against payable amounts as follows: a. Sums other than those attributable to "allocated loss adjustment expense"; then b. "Allocated loss adjustment expense" already reimbursed by you; then c. "Allocated loss adjustment expense" yet to be reimbursed by you, if applicable. F. Effect of Deductible Amount on Limits of Insurance The applicable limits of insurance for the coverage part to which a Deductible Amount applies will be reduced only by that portion of the Deductible Amount that is not attributable to "allocated loss adjustment expenses". G. Conditions 1. Voluntary Payments If you voluntarily make any payment, assume any obligation or incur any expense, without our consent, then you do so at your own cost. Any such voluntary payment, assumed obligation or incurred expense does not contribute towards any applicable Deductible Amount(s) or Aggregate Deductible Amount under this policy. 2. Application of Recovered Amounts We have your rights and the rights of persons entitled to the benefits of this insurance to recover sums that are reimbursable under this endorsement and any Deductible Amount from anyone liable for the injury or damages. You will do everything necessary to protect those rights for us and to help us enforce them. U-GL-1326-B MA (09/08) Page 4 of 5 If we recover any payment made under this policy from anyone liable for injury or damages, the recovered amount will first be applied to any payments made by us in excess of the Deductible Amount. The remainder of the recovery, if any, will then be applied to reduce the Deductible Amount reimbursed or reimbursable by you as respects that injury or damages. 3. Payment of Amounts Owed Under This Endorsement a. We may pay any part or all of any Deductible Amount(s) or "allocated loss adjustment expense" to effect settlement of any claim and, upon notification of the action taken you will reimburse us for such part of any Deductible Amount(s) or "allocated loss adjustment expense" as shown on the billing from us. You must pay us for all amounts for which you are responsible under this endorsement and reimburse us for any such amounts that we pay by the due date shown on the billing from us. b. If you fail to reimburse us for any amounts as required by this endorsement or policy, we may cancel this policy for nonpayment in accordance with the applicable law. Cancellation of this policy does not relieve you from any deductible obligations reimbursable by you. c. The first Named Insured shown in the Declarations is authorized to and will reimburse us for all amounts paid by us on behalf of all 'insureds". d. Each Named Insured is jointly and severally liable for all reimbursements due to us under this endorsement, whether or not that Named Insured is involved in the claim, proceeding or "suit" causing any such amount to be due to us. H. Definitions 1. "Allocated loss adjustment expense" is an expense directly allocable to a specific claim including but not limited to: all supplementary payments as set forth in this policy; all court costs, fees and expenses; all costs, fees and expenses for or incurred in connection with all attorneys, witnesses, experts, depositions, reported or recorded statements, summonses, service of process, legal transcripts or testimony, copies of any public records; alternative dispute resolution proceedings; interest; investigative services, non -employee adjusters, medical examinations, autopsies, medical cost containment; declaratory judgment, subrogation claims and proceedings, and any other fees, costs or expenses reasonably chargeable to the investigation, negotiation, settlement or defense of a claim or a loss under this policy. 2. "Incident", for purposes of this endorsement only, means an "occurrence", offense, claim, accident, act, error or omission, common cause, disease or any other event, as defined or used in our policy, to which a Deductible Amount(s) applies. I. Other Terms 1. The terms of this insurance apply irrespective of the application of any Deductible Amount(s), including those with respect to: a. Our right and duty to investigate or defend the insured against any "suits" seeking those damages; and b. Your duties in the event of a claim or circumstances likely to result in a claim. 2. You understand that your duties under this endorsement may continue after this policy expires or is cancelled. U-GL-1326-B MA (09/08) Page 5 of 5 Combined Aggregate Deductible Z U RI C H Policy No. Eff. Date of Pol. Eff. Date of End. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part Employee Benefits Liability Coverage Part Liquor Liability Coverage Part Stop Gap Employers Liability Coverage Part DEDUCTIBLE SCHEDULE Coverage Deductible Amount Basis Coverage A. "Bodily Injury" and "Property Damage" Liability All persons or organizations $ 10 0 , 0 0 0 Each "Occurrence" "Bodily Injury" Liability Only All persons or organizations Each "Occurrence" "Property Damage" Liability Only All persons or organizations Each "Occurrence" Coverage A. "Bodily Injury" and "Property Damage" Liability Each Claim "Bodily Injury" Liability Only Each Claim "Property Damage" Liability Only Each Claim Coverage B. "Personal and Advertising Injury" Liability By offense —Any one person or organization $ 100, 000 Each Claim Coverage C. Medical Payments $ 100, 000 Any One Person Additional Coverage Employee Benefits Liability $ 1, 000 Each Act, Error or Omission Additional Coverage Liquor Liability Each Common Cause Additional Coverage Stop Gap Employers Liability Each Accident Stop Gap Employers Liability - disease Each "Employee" U-GL-1336-C CW (10/2007) Page 1 of 5 ALLOCATED LOSS ADJUSTMENT EXPENSE SELECTION SCHEDULE Select One As respects each Deductible Amount, you will reimburse us for all "allocated loss adjustment expense", even if there is no payment for other than "allocated loss adjustment expense". "Allocated loss adjustment expense" reimbursements will contribute toward your Deductible Amount as shown in the Deductible Schedule and your Combined Aggregate Deductible Amount as shown in the Combined Aggregate Deductible Schedule. Option 1 IN Option 2 As respects each Deductible Amount, you will reimburse us for "allocated loss adjustment expense" as follows: (a) If the total amount payable for other than "allocated loss adjustment expense" as respects the basis for each Deductible Amount is equal to or less than the Deductible Amount(s) or if there is no amount payable other than "allocated loss adjustment expense", then you will reimburse us for all "allocated loss adjustment expense". "Allocated loss adjustment expense" reimbursements will not contribute toward either your Deductible Amount as shown in the Deductible Schedule or your Combined Aggregate Deductible Amount as shown in the Combined Aggregate Deductible Schedule; or (b) If the total amount payable for other than "allocated loss adjustment expense" exceeds the Deductible Amount, you will reimburse us a pro-rata share of total "allocated loss adjustment expense" based on the ratio of the Deductible Amount divided by the total amount payable for other than "allocated loss adjustment expense" as respects the basis for each Deductible Amount. "Allocated loss adjustment expense" reimbursements will not contribute toward either your Deductible Amount as shown in the Deductible Schedule or your Combined Aggregate Deductible Amount as shown in the Combined Aggregate Deductible Schedule. Option 3 ❑ As respects each Deductible Amount, you will reimburse us for all "allocated loss adjustment expense", even if there is no payment for other than "allocated loss adjustment expense". "Allocated loss adjustment expense" reimbursements will not contribute toward either your Deductible Amount as shown in the Deductible Schedule or your Combined Aggregate Deductible Amount as shown in the Combined Aggregate Deductible Schedule. If no option is selected, Option 3 will apply. A. How the Deductible Amount Applies You will reimburse us for the Deductible Amount(s) shown in the Deductible Schedule and for "allocated loss adjustment expenses" incurred based on the Allocated Loss Adjustment Expense Selection Schedule. The Deductible Amount(s) applies as follows: 1. If an Each Occurrence Deductible is shown, the Deductible Amount applies to all sums payable because of any one "occurrence", regardless of the number of persons or organizations who sustain damages because of that "occurrence". 2. If an Each Claim Deductible is shown, the Deductible Amount applies to all sums payable for each claim, sustained by any one person or organization. a. For Other than Coverage B, to all sums payable for each claim, sustained by any one person or organization, and b. For Coverage B, to all damages sustained by any one person or organization as the result of an offense. U-GL-1336-C ON (10/2007) Page 2 of 5 3. Medical Payments - If an Any One Person limit is shown, the Deductible Amount applies to all sums payable to any one person as a result of an accident sustained by that person. 4. Employee Benefits Liability - If an Each Act, Error or Omission Deductible is shown, the Deductible Amount applies to all sums payable for all damages sustained by any one employee, including the employee's dependents and beneficiaries, because of acts, errors or omissions committed in the administration of employee benefit programs. 5. Liquor Liability - If a Common Cause Deductible is shown, the Deductible Amount applies to all sums payable for all injury sustained by one or more persons or organizations as the result of the selling, serving or furnishing of any alcoholic beverage to any one person. 6. Stop Gap Employers Liability - If an Each Accident Deductible is shown, the Deductible Amount applies to all sums payable as the result of an accident, regardless of the number of people who sustain damages because of that accident. 7. Stop Gap Employers Liability - disease - If an Each Employee Deductible is shown, the Deductible Amount applies to all sums payable because of any one disease, and applies separately to each affected employee. B. Deductible Provisions 1. If more than one Deductible Amount applies to sums payable arising from the same 'incident" because more than one Coverage applies, you will be responsible for each and every applicable Deductible Amount. 2. Deductible Amount(s) apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations. 3. Your obligation to pay the Deductible Amount(s) shown on this policy is not fulfilled by: a. The payment of a Deductible Amount under any other policy; or b. Any payment made by us or another insurance company; even if 3a. or 3b. above applies to the same 'incident" as the Deductible Amount due under this policy. 4. If more than one policy issued by us applies to sums payable because of a single continuous 'incident", the Deductible Amount(s) applies separately to each policy that we issue to which this endorsement or a similar Deductible Endorsement applies. Deductible Amounts also apply separately to each annual period and any remaining period of less than 12 months as described in B.2. above. 5. If a Coverage Part or Additional Coverage of this policy specifically applies a separate deductible(s): a. the separate additional deductible amount applies to any loss separately and before the Deductible Amount(s) shown on the Schedule of this endorsement; and b. the Deductible Amount(s) shown on the Schedule of this endorsement applies only if the loss exceeds the separate additional deductible amount described in 5.a. above, subject to the other terms and conditions of this endorsement. C. Combined Aggregate Deductible Amount 1. The Combined Aggregate Deductible Amount shown in the Combined Aggregate Deductible Schedule for all policies listed in the Combined Aggregate Deductible Schedule, is the most you must reimburse us for the sum of: a. all applicable Deductible Amount(s) as shown in each policy's Deductible Schedule that are included in each policy's Combined Aggregate Deductible Endorsement(s); and U-GL-1336-C CW (10/2007) Page 3 of 5 b. all applicable "allocated loss adjustment expense" in accordance with each policy's Allocated Loss Adjustment Expense Selection Schedule(s) that are included in each policy's Combined Aggregate Deductible Endorsement(s). This single Combined Aggregate Deductible Amount applies to the entire policy period and to any remaining ex- tension period of any policies. 2. The Combined Aggregate Deductible Amount is adjustable. The final Combined Aggregate Deductible Amount will be determined at the end of the policy period by an audit of your records, and will be based upon the sum of: the Rate(s) shown in the Combined Aggregate Deductible Schedule multiplied by the final audited Exposure(s), for each of the policies included in the Combined Aggregate Deductible Schedule. The amount shown in the Combined Aggregate Deductible Schedule as the Combined Aggregate Deductible Amount is an estimated amount, and is based on an estimate of what the audit of your records will develop. In no event will the final audited Combined Aggregate Deductible Amount be less than the Combined Aggregate Deductible Amount shown in the Combined Aggregate Deductible Schedule, unless a Minimum Combined Aggregate Deductible Amount is shown in the Combined Aggregate Deductible Schedule. If a Minimum Combined Aggregate Deductible Amount is shown, the final audited Combined Aggregate Deductible Amount will not be less than the Minimum Combined Aggregate Deductible Amount. D. Allocated Loss Adjustment Expense Reimbursement In accordance with the Allocated Loss Adjustment Expense Selection Schedule: 1. If Option 1 is selected, "allocated loss adjustment expense" reimbursements made by you contribute to your Deductible Amount and Combined Aggregate Deductible Amount. 2. If Option 2 or Option 3 is selected, then you will reimburse us for all or pro-rata "allocated loss adjustment expense", as may apply, in accordance with the Allocated Loss Adjustment Expense Selection Schedule above, even if the Deductible Amount or the Combined Aggregate Deductible Amount, if applicable, is exceeded. E. Application of the Deductible Amount to Payable Amounts 1. You will reimburse us for "allocated loss adjustment expense" according to the option selected in the Allocated Loss Adjustment Expense Selection Schedule. 2. Upon settlement or final adjudication of a claim, we will apply the Deductible Amount against payable amounts as follows: a. Sums paid other than those attributable to "allocated loss adjustment expense"; then b. "Allocated loss adjustment expense" already reimbursed by you; then c. "Allocated loss adjustment expense" yet to be reimbursed by you, if applicable. F. Effect of Deductible Amount on Limits of Insurance The applicable limits of insurance for the coverage part to which a Deductible Amount applies will be reduced only by that portion of the Deductible Amount that is not attributable to "allocated loss adjustment expenses". G. Conditions 1. Voluntary Payments If you voluntarily make any payment, assume any obligation or incur any expense, without our consent, then you do so at your own cost. Any such voluntary payment, assumed obligation or incurred expense does not U-GL-1336-C CW (10/2007) Page 4 of 5 contribute towards any applicable Deductible Amount(s) or Combined Aggregate Deductible Amount under this policy. 2. Application of Recovered Amounts We have your rights and the rights of persons entitled to the benefits of this insurance to recover sums that are reimbursable under this endorsement from anyone liable for the injury or damages. You will do everything necessary to protect those rights for us and to help us enforce them. If we recover any payment made under this policy from anyone liable for injury or damages, the recovered amount will first be applied to any payments made by us in excess of the Deductible Amount. The remainder of the recovery, if any, will then be applied to reduce the Deductible Amount reimbursed or reimbursable by you as respects that injury or damages. 3. Payment of Amounts Owed Under This Endorsement a. We may pay any part or all of any Deductible Amount(s) or "allocated loss adjustment expense" to effect settlement of any claim and, upon notification of the action taken you will reimburse us for such part of any Deductible Amount(s) or "allocated loss adjustment expense" as shown on the billing from us. You must pay us for all amounts for which you are responsible under this endorsement and reimburse us for any such amounts that we pay by the due date shown on the billing from us. b. The first Named Insured shown in the Declarations is authorized to and will reimburse us for all amounts paid by us on behalf of all 'insureds". c. Each Named Insured is jointly and severally liable for all reimbursements due to us under this endorsement, whether or not that Named Insured is involved in the claim, proceeding or "suit" causing any such amount to be due to us. H. Definitions 1. "Allocated loss adjustment expense" is an expense directly allocable to a specific claim including but not limited to: all supplementary payments as set forth in this policy; all court costs, fees and expenses; all costs, fees and expenses for or incurred in connection with all attorneys, witnesses, experts, depositions, reported or recorded statements, summonses, service of process, legal transcripts or testimony, copies of any public records; alternative dispute resolution proceedings; interest; investigative services, non -employee adjusters, medical examinations, autopsies, medical cost containment; declaratory judgment, subrogation claims and proceedings, and any other fees, costs or expenses reasonably chargeable to the investigation, negotiation, settlement or defense of a claim or a loss under this policy. 2. "Incident", for purposes of this endorsement only, means an "occurrence", offense, claim, accident, act, error or omission, common cause, disease or any other event, as defined or used in our policy, to which a Deductible Amount(s) applies. I. Other Terms 1. The terms of this insurance apply irrespective of the application of any Deductible Amount(s), including those with respect to: a. Our right and duty to investigate or defend the Insured against any "suits" seeking those damages; and b. Your duties in the event of a claim or circumstances likely to result in a claim. 2. You understand that your duties under this endorsement may continue after this policy expires or is cancelled. U-GL-1336-C CW (10/2007) Page 5 of 5 Lead Liability Exclusion ZURICH Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer Add'1. Prem Return Prem. $ $ THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part The following exclusion is added to Paragraph 2. Exclusions, of Section I - Coverage A - Bodily Injury And Property Dam- age Liability and Paragraph 2. Exclusions, of Coverage B - Personal And Advertising Injury Liability: This insurance does not apply to: Lead (1) "Bodily injury', "property damage" or "personal and advertising injury" arising out of, resulting from, caused by or related to: the actual, alleged or threatened: (a) Exposure to or existence of lead, paint containing lead, or any other material, product or substance containing lead; or (b) Manufacture, distribution, sale, resale, re -branding, installation, repair, removal, encapsulation, abatement, replace- ment or handling of lead, paint containing lead, or any other material, product or substance containing lead, whether the lead is or was at any time airborne, ingested, inhaled, absorbed, transmitted in any fashion, or found in any form whatsoever, or whether any other cause, event, material, product or substance contributed concurrently or in any se- quence to the injury or damage.; (2) Any sums that any insured or other entity must pay, repay or reimburse because of any: (a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, sample, monitor, clean up, remove, abate, cover, contain, treat, mitigate, or neutralize lead, paint containing lead, or any other mate- rial, product or substance containing lead, or in any way respond to, or assess the effects of lead in any form; or (b) Claim or "suit" for damages relating to testing for, sampling, monitoring, cleaning up, removing, abating, covering, containing, treating, mitigating, or neutralizing lead, paint containing lead, or any other material, product or sub- stance containing lead or in any way responding to or assessing the effects of lead in any form. Any other loss, cost or expense arising out of, caused by or relating in any way to lead. (3) U-GL- 1342-A CW (10/07) Page 1 of 1 Asbestos Exclusion Endorsement Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer Add'!. Prem Return Prem. $ $ THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part The following exclusion is added to paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability and Coverage B - Personal And Advertising Injury Liability: 2. Exclusions This insurance does not apply to: Asbestos A. "Bodily injury", "property damage" or "personal and advertising injury" arising out of or which would not have oc- curred, in whole or in part, but for the actual, alleged or threatened discharge, dispersal, release, leakage, leaching, friability, flaking, escape or presence of asbestos, regardless of whether any other cause, event, material or product contributed concurrently or in any sequence to the injury or damage; or B. Any sums that any insured or other entity must pay, repay or reimburse because of any: 1. Request, demand, order, statutory or regulatory requirement, direction or determination that any insured or others test for, investigate, monitor, clean up, remove, study, contain, treat, encapsulate, control or take any other action regarding asbestos; or 2. Claim or "suit" for damages arising out of or relating in any way to any request, demand, order, statutory or regulatory requirement, direction or determination that any insured or others test for, investigate, monitor, clean up, remove, study, contain, treat, encapsulate, control or take any other action regarding asbestos; or C. Any other loss, cost or expense arising out of or relating in any way to asbestos. U-GL-1178-A CW (07/03) Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Premium And Reports Agreement — Composite Rated Policies ZURICHm THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under any of the following: Commercial General Liability Coverage Part Products/Completed Operations Liability Coverage Part Owners Contractors Protective Coverage Part Railroad Protective Coverage Part 2. Schedule 1. Unit of Exposure: 0 Gross sales • Area • Gallons • Each ■ Rooms ■ General Liability Payroll • Admissions ■ Units ■ Rounds played • Total Cost ■ Total Operating Expenditures ■ Occupied rooms • Licensed Autos ■ Workers Compensation Payroll ■ Other Coverage / Description Unit of Exposure Rate(s) Estimated Premium(s) PREM/PROD $653,010,000 $.438 $286,307 TERRORISM $2,868 TAXES/SURCHARGES $729 TOTAL PREMIUM $289,904 (Add more rows as required) 3. Deposit Premium: 4. Minimum Premium: $289, 903 80% U-GL-872-B CW 04 09 Page 1 of 2 Condition 5, Premium Audit, of Section IV, Commercial General Liability Conditions, is replaced by the following: 5. Premium Audit a. We will compute all premiums for this Coverage Part according to our rules and the composite rates shown in the Schedule above or attached hereto. b. For policies other than Annual Reporting, the deposit premium shown in the Schedule is due and payable on the first day of the policy period. The first Named Insured will pay, within 20 days following the mailing or delivery of the statement of audited premium for each audit period, the earned premium due. c. Within 180 days after this Coverage Part expires we will conduct an audit, which may not be waived. We will compute the earned premium for the policy period by multiplying the composite rate against the total developed exposure. If the earned premium is greater than the sum of the deposit and any interim adjustment premiums, the first Named Insured will pay us the excess; if less, we will return the unearned portion to the first Named Insured. However, the earned pre- mium will not be less than the Minimum Premium as shown in the Schedule. d. The first Named Insured must maintain records of the information we need for premium computation and send us copies at such times as we may request. e. The units of exposure shown in the Schedule are defined as follows: 1. Admissions means the total number of persons, other than employees of the named insured, admitted to events con- ducted on the insured premises whether on paid admissions, tickets, complimentary tickets or passes. 2. Gallons means the total number of gallons of liquefied petroleum gasses invoiced on any basis to any customer, whether or not the insured actually takes possession of such gases. 3. Gross sales means gross sales invoiced, before discounts, but does not include taxes collected for any governmental unit. 4. Licensed "auto" means the final average of the number of "autos" at policy inception and the number of "autos" at policy termination. 5. Occupied rooms means the number of rooms actually rented during the policy year in a hotel or other place of lodg- ing. 6. General Liability payroll means total remuneration for all "employees" of the insured as defined in our rating manuals. 7. Workers Compensation payroll means total remuneration for all "employees" of the insured as defined in our rat- ing manuals. 8. Rounds played means the number of both paid and gratuitous rounds of golf played on an 18 hole golf course dur- ing the policy year. Rounds that are less then 10 holes will be counted as a half round toward the total number of rounds of golf played. 9. Each means the total number of exposure units as described in the exposure basis. 10. Rooms mean the total number of rooms available for rent in a hotel or other place of lodging. 11. Total cost means the total cost of all work let or sublet in connection with each specified project including the cost of all labor, material and equipment furnished, used or delivered in the execution of the work, however, do not in- clude the cost of finished equipment installed but not furnished by the subcontractor if the subcontractor does no other work on or in connection with such equipment; and all fees, bonuses or commissions made, paid or due. 12. Total Operating Expenditures means expenditures (including grants, entitlements and shared revenue) without re- gard to source of revenue, including accounts payable. 13. Units means a single room or group of rooms intended for occupancy as separate living quarters by a family, by a group of unrelated persons living together, or by a person living alone. 14. Area means the total number of square feet of floor space at the insured premises they occupy or lease to others. 15. Other means the unit of exposure as defined in the Unit of Exposure Schedule of this endorsement U-GL-872-B CW 04 09 Page 2 of 2 POLICY NUMBER: GLO 5852388-04 COMMERCIAL GENERAL LIABILITY CG01131204 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TEXAS CHANGES - EXPERIENCE RATING MODIFICATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART PRODUCT WITHDRAWAL COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART SCHEDULE Rating Date: (If no date is entered, the Rating Date is the effective date of the policy.) Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The rates for this insurance are subject to modification as of the Rating Date as shown in the Schedule, and if this policy is written for three years, the next two anniversary dates of the Rating Date. In each case the modification is to be in accordance with the Manual Rules and General Liability Experience Rating Plan approved for Texas and in effect as of the respective dates. CG01131204 © ISO Properties, Inc., 2003 Page 1 of 1 ❑ COMMERCIAL GENERAL LIABILITY CG 01 79 0710 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. VIRGINIA CHANGES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Paragraph f.(1)(a)(i) under Paragraph 2. Exclusions of Section I — Coverage A — Bodily Injury And Property Damage Liability is replaced by the following: (i) "Bodily injury" or "property damage" if sustained within a building and caused by smoke, fumes, vapor or soot produced by or originating from equipment that is used to heat, cool or dehumidify the building, or equipment that is used to heat water for personal use, by the building's occupants or their guests. CG 01 79 0710 © Insurance Services Office, Inc., 2010 Page 1 of 1 COMMERCIAL GENERAL LIABILITY CG 02 20 0312 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. FLORIDA CHANGES - CANCELLATION AND NONRENEWAL This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART ELECTRONIC DATA LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART PRODUCT WITHDRAWAL COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART A. Paragraph 2. of the Cancellation Common Policy Condition is replaced by the following: 2. Cancellation Of Policies In Effect a. For 90 Days Or Less If this policy has been in effect for 90 days or less, we may cancel this policy by mailing or delivering to the first Named Insured written notice of cancellation, accompanied by the reasons for cancellation, at least: (1) 10 days before the effective date of cancellation if we cancel for nonpayment of premium; or (2) 20 days before the effective date of cancellation if we cancel for any other reason, except we may cancel immediately if there has been: (a) A material misstatement or misrepresentation; or (b) A failure to comply with the underwriting requirements established by the insurer. b. For More Than 90 Days If this policy has been in effect for more than 90 days, we may cancel this policy only for one or more of the following reasons: (1) Nonpayment of premium; (2) The policy was obtained by a material misstatement; (3) Failure to comply with underwriting requirements established by the insurer within 90 days of the effective date of coverage; (4) A substantial change in the risk covered by the policy; or (5) The cancellation is for all insureds under such policies for a given class of insureds. If we cancel this policy for any of these reasons, we will mail or deliver to the first Named Insured written notice of cancellation, accompanied by the reasons for cancellation, at least: (a) 10 days before the effective date of cancellation if we cancel for nonpayment of premium; or (b) 45 days before the effective date of cancellation if we cancel for any of the other reasons stated in Paragraph 2.b. B. Paragraph 3. of the Cancellation Common Policy Condition is replaced by the following: 3. We will mail or deliver our notice to the first Named Insured at the last mailing address known to us. CG 02 20 0312 © Insurance Services Office, Inc., 2011 Page 1 of 2 C. Paragraph 5. of the Cancellation Common Policy Condition is replaced by the following: 5. If this policy is cancelled, we will send the first Named Insured any premium refund due. If we cancel, the refund will be pro rata. If the first Named Insured cancels, the refund may be less than pro rata. If the return premium is not refunded with the notice of cancellation or when this policy is returned to us, we will mail the refund within 15 working days after the date cancellation takes effect, unless this is an audit policy. If this is an audit policy, then, subject to your full cooperation with us or our agent in securing the necessary data for audit, we will return any premium refund due within 90 days of the date cancellation takes effect. If our audit is not completed within this time limitation, then we shall accept your own audit, and any premium refund due shall be mailed within 10 working days of receipt of your audit. The cancellation will be effective even if we have not made or offered a refund. D. The following is added and supersedes any other provision to the contrary: Nonrenewal 1. If we decide not to renew this policy, we will mail or deliver to the first Named Insured written notice of nonrenewal, accompanied by the reason for nonrenewal, at least 45 days prior to the expiration of this policy. 2. Any notice of nonrenewal will be mailed or delivered to the first Named Insured at the last mailing address known to us. If notice is mailed, proof of mailing will be sufficient proof of notice. Page 2 of 2 © Insurance Services Office, Inc., 2011 CG 02 20 0312 COMMERCIAL GENERAL LIABILITY CG 33 89 0513 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. KENTUCKY CHANGES - YOUR RIGHT TO CLAIM INFORMATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART (CLAIMS -MADE VERSION) Paragraph 10. Your Right To Claim And "Occurrence" Information of Section IV Commercial General Liability Conditions is replaced by the following: 10. Your Right To Claim And Occurrence Information a. If we receive a written request from an insured or our agent we will provide that insured or agent the following information relating to this and any preceding general liability claims -made Coverage Part we have issued to you during the previous five years: (1) A list or other record of each "occurrence", not previously reported to any other insurer, of which we were notified in accordance with Paragraph 2.a. of the Section IV — Duties In The Event Of Occurrence, Offense, Claim Or Suit Condition. We will include the date and brief description of the "occurrence" if that information was in the notice we received. (2) A summary by policy year, of payments made and amounts reserved, stated separately, under any applicable General Aggregate Limit and Products -Completed Operations Aggregate Limit. Amounts reserved are based on our judgment. They are subject to change and should not be regarded as ultimate settlement values. The insured must not disclose this information to any claimant or any claimant's representative without our consent. We will provide this information to the insured or our agent within 20 days of receipt of the written request. We compile claim and "occurrence" information for our own business purposes and exercise reasonable care in doing so. In providing this information to the insured or our agent, we make no representations or warranties to insureds, insurers, or others to whom this information is furnished by or on behalf of any insured. Any cancellation or nonrenewal of this Coverage Part will be effective even if we inadvertently provide inaccurate information. b. If Paragraph a. does not apply and we cancel or elect not to renew this Coverage Part, we will provide the first Named Insured shown in the Declarations the following information relating to this and any preceding general liability claims -made Coverage Part we have issued to you during the previous three years: (1) A list or other record of each "occurrence", not previously reported to any other insurer, of which we were notified in accordance with Paragraph 2.a. of the Section IV — Duties In The Event Of Occurrence, Offense, Claim Or Suit Condition. We will include the date and brief description of the "occurrence" if that information was in the notice we received. (2) A summary by policy year, of payments made and amounts reserved, stated separately, under any applicable General Aggregate Limit and Products -Completed Operations Aggregate Limit. Amounts reserved are based on our judgment. They are subject to change and should not be regarded as ultimate settlement values. CG 33 89 0513 © Insurance Services Office, Inc., 2012 Page 1 of 2 You must not disclose this information to any claimant or any claimant's representative without our consent. We will provide such information no later than 30 days before the date of policy termination. We compile claim and "occurrence" information for our own business purposes and exercise reasonable care in doing so. In providing this information to the first Named Insured, we make no representations or warranties to insureds, insurers, or others to whom this information is furnished by or on behalf of any insured. Cancellation or nonrenewal will be effective even if we inadvertently provide inaccurate information. Page 2 of 2 © Insurance Services Office, Inc., 2012 CG 33 89 0513 ZURICH Deductible Endorsement - Occurrence Policy No. Exp. Date of Pol. Eff. Date of End. Agency No. Addl. Prem. Return Prem. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Employee Benefits Liability Coverage Part It is agreed that the following deductible provisions are added to the policy as respects the Employee Benefit Li- ability Coverage Part: Deductible: $ 1, 000 1. The deductible amount stated above shall be de- ducted from the amount of all claims arising out of the same act, error, or omission. We shall be liable only for the difference between such deductible amount and the amount of insurance otherwise ap- plicable on a per act, error, or omission basis. The Aggregate Limit will not be reduced by the appli- cation of such deductible. 2. The terms of this Coverage Part apply regardless of the application of the deductible amount. This in- cludes those terms with respect to: a. Our rights and duties with respect to the de- fense of "suits"; and b. The "insured's" duties in the event of an act, er- ror, or omission or a claim or "suit". 3. We may pay any part or all of the deductible amount to effect settlement of any claim or "suit". You shall promptly reimburse us for such part of the deductible amount as has been paid by us after we notify you of our action. U-GL-852-A CW (7/96) Page 1 of 1 POLICY NUMBER: GLO 5852388-04 COMMERCIAL GENERAL LIABILITY CG 02 2410 93 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EARLIER NOTICE OF CANCELLATION PROVIDED BY US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Number of Days' Notice 6 0 (If no entry appears above, information required to complete this Schedule will be shown in the Declarations as applicable to this endorsement.) For any statutorily permitted reason other than nonpayment of premium, the number of days required for notice of cancellation, as provided in paragraph 2. of either the CANCELLATION Common Policy Condition or as amended by an applicable state cancellation endorsement, is increased to the number of days shown in the Schedule above. CG 02 2410 93 Copyright, Insurance Services Office, Inc., 1992 Page 1 of 1 D POLICY NUMBER: GLO 5 8 5 2 3 8 8— 0 4 COMMERCIAL GENERAL LIABILITY CG 04 37 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ELECTRONIC DATA LIABILITY This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Loss Of Electronic Data Limit: $1, 0 0 0, 0 0 0 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Exclusion 2.p. of Coverage A — Bodily Injury And Property Damage Liability in Section I — Coverages is replaced by the following: 2. Exclusions This insurance does not apply to: P. Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate "electronic data" that does not result from physical injury to tangible property. However, this exclusion does not apply to liability for damages because of "bodily injury". B. The following paragraph is added to Section III — Limits Of Insurance: Subject to 5. above, the Loss of Electronic Data Limit shown in the Schedule above is the most we will pay under Coverage A for " property damage" because of all loss of "electronic data" arising out of any one "occurrence". C. The following definition is added to the Definitions section: "Electronic data" means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software (including systems and applications software), hard or floppy disks, CD-ROMs, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. D. For the purposes of the coverage provided by this endorsement, the definition of " property damage" in the Definitions section is replaced by the following: 17. "Property damage" means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; b. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of the "occurrence"that caused it; or c. Loss of, loss of use of, damage to, corruption of, inability to access, or inability to properly manipulate "electronic data", resulting from physical injury to tangible property. All such loss of "electronic data" shall be deemed to occur at the time of the "occurrence"that caused it. For the purposes of this insurance, "electronic data" is not tangible property. CG 04 37 0413 © Insurance Services Office, Inc., 2012 Page 1 of 1 COMMERCIAL GENERAL LIABILITY CG 21 06 05 14 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION - ACCESS OR DISCLOSURE OF CONFIDENTIAL OR PERSONAL INFORMATION AND DATA -RELATED LIABILITY - WITH LIMITED BODILY INJURY EXCEPTION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Exclusion 2.p. of Section I — Coverage A — Bodily Injury And Property Damage Liability is replaced by the following: 2. Exclusions This insurance does not apply to: p. Access Or Disclosure Of Confidential Or Personal Information And Data -related Liability Damages arising out of: (1) Any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information; or (2) The loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate electronic data. This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of that which is described in Paragraph (1) or (2) above. However, unless Paragraph (1) above applies, this exclusion does not apply to damages because of "bodily injury". CG 21 06 05 14 As used in this exclusion, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMs, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. B. The following is added to Paragraph 2. Exclusions of Section I — Coverage B Personal And Advertising Injury Liability: 2. Exclusions This insurance does not apply to: Access Or Disclosure Of Confidential Or Personal Information "Personal and advertising injury" arising out of any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information. This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of any access to or disclosure of any person's or organization's confidential or personal information. © Insurance Services Office, Inc., 2013 Page 1 of 1 COMMERCIAL GENERAL LIABILITY CG 21 08 05 14 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION - ACCESS OR DISCLOSURE OF CONFIDENTIAL OR PERSONAL INFORMATION (COVERAGE B ONLY) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following is added to Paragraph 2. Exclusions of Section I — Coverage B — Personal And Advertising Injury Liability: 2. Exclusions This insurance does not apply to: Access Or Disclosure Of Confidential Or Personal Information "Personal and advertising injury" arising out of any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information. This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of any access to or disclosure of any person's or organization's confidential or personal information. CG 21 08 05 14 © Insurance Services Office, Inc., 2013 Page 1 of 1 COMMERCIAL GENERAL LIABILITY CG 21 4712 07 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EMPLOYMENT -RELATED PRACTICES EXCLUSION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. The following exclusion is added to Paragraph 2., Exclusions of Section I — Coverage A — Bodily In- jury And Property Damage Liability: This insurance does not apply to: "Bodily injury" to: (1) A person arising out of any: (a) Refusal to employ that person; (b) Termination of that person's employment; or (c) Employment -related practices, policies, acts or omissions, such as coercion, demotion, evaluation, reassignment, discipline, defa- mation, harassment, humiliation, discrimina- tion or malicious prosecution directed at that person; or (2) The spouse, child, parent, brother or sister of that person as a consequence of "bodily injury" to that person at whom any of the employment - related practices described in Paragraphs (a), (b), or (c) above is directed. This exclusion applies: (1) Whether the injury -causing event described in Paragraphs (a), (b) or (c) above occurs before employment, during employment or after em- ployment of that person; (2) Whether the insured may be liable as an em- ployer or in any other capacity; and (3) To any obligation to share damages with or repay someone else who must pay damages because of the injury. CG 21 4712 07 B. The following exclusion is added to Paragraph 2., Exclusions of Section I — Coverage B — Personal And Advertising Injury Liability: This insurance does not apply to: "Personal and advertising injury" to: (1) A person arising out of any: (a) Refusal to employ that person; (b) Termination of that person's employment; or (c) Employment -related practices, policies, acts or omissions, such as coercion, demotion, evaluation, reassignment, discipline, defa- mation, harassment, humiliation, discrimina- tion or malicious prosecution directed at that person; or (2) The spouse, child, parent, brother or sister of that person as a consequence of "personal and advertising injury" to that person at whom any of the employment -related practices described in Paragraphs (a), (b), or (c) above is directed. This exclusion applies: (1) Whether the injury -causing event described in Paragraphs (a), (b) or (c) above occurs before employment, during employment or after em- ployment of that person; (2) Whether the insured may be liable as an em- ployer or in any other capacity; and (3) To any obligation to share damages with or repay someone else who must pay damages because of the injury. © ISO Properties, Inc., 2006 Page 1 of 1 0 COMMERCIAL GENERAL LIABILITY CG 21 49 09 99 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TOTAL POLLUTION EXCLUSION ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Exclusion f. under Paragraph 2., Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability is replaced by the following: This insurance does not apply to: f. Pollution (1) "Bodily injury' or "property damage" which would not have occurred in whole or part but for the actual, alleged or threatened discharge, dispersal, seepage, migration, release or es- cape of "pollutants" at any time. (2) Any loss,cost or expense arising out of any: CG 21 49 09 99 (a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of "pollutants"; or (b) Claim or suit by or on behalf of a govern- mental authority for damages because of testing for, monitoring,cleaning up, remov- ing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". Copyright. Insurance Services Office,Inc., 1998 Page 1 of 1 ❑ COMMERCIAL GENERAL LIABILITY CG 21 55 09 99 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TOTAL POLLUTION EXCLUSION WITH A HOSTILE FIRE EXCEPTION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Exclusion f. under Paragraph 2., Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability is replaced by the following: This insurance does not apply to: f. Pollution (1) "Bodily injury' or "property damage" which would not have occurred in whole or part but for the actual, alleged or threatened discharge, dispersal, seepage, migration, release or es- cape of "pollutants" at any time. This exclusion does not apply to"bodily injury' or "property damage" arising out of heat, smoke or fumes from a "hostile fire" unless that "hostile fire" occurred or originated: (a) At any premises, site or location which is or was at any time used by or for any in- sured or others for the handling, storage, disposal, processing or treatment of waste; or CG 21 55 09 99 (b) At any premises, site or location on which any insured or any contractors or subcon- tractors working directly or indirectly on any insured's behalf are performing opera- tions to test for, monitor, clean up, remove, contain, treat, detoxify, neutralize or in any way respond to, or assess the effects of, "pollutants". (2) Any loss, cost or expense arising out of any: (a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of "pollutants"; or (b) Claim or suit by or on behalf of a govern- mental authority for damages because of testing for, monitoring, cleaning up, re- moving, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". Copyright, Insurance Services Office, Inc., 1998 Page 1 of 1 ❑ COMMERCIAL GENERAL LIABILITY CG 21 8612 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION - EXTERIOR INSULATION AND FINISH SYSTEMS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. This insurance does not apply to "bodily injury", "property damage" or "personal and advertising in- jury" arising out of, caused by, or attributable to, whether in whole or in part, the following: 1. The design, manufacture, construction, fabrica- tion, preparation, distribution and sale, installa- tion, application, maintenance or repair, includ- ing remodeling, service, correction or replacement, of any "exterior insulation and fin- ish system" or any part thereof, or any substan- tially similar system or any part thereof, includ- ing the application or use of conditioners, primers, accessories, flashings, coatings, caulking or sealants in connection with such a system; or 2. "Your product" or "your work" with respect to any exterior component, fixture or feature of any structure if an "exterior insulation and fin- ish system", or any substantially similar system, is used on the part of that structure containing that component, fixture or feature. B. The following definition is added to the Definitions Section: "Exterior insulation and finish system" means a non -load bearing exterior cladding or finish sys- tem, and all component parts therein, used on any part of any structure, and consisting of: 1. A rigid or semi -rigid insulation board made of expanded polystyrene and other materials; 2. The adhesive and/or mechanical fasteners used to attach the insulation board to the sub- strate; 3. A reinforced or unreinforced base coat; 4. A finish coat providing surface texture to which color may be added; and 5. Any flashing, caulking or sealant used with the system for any purpose. CG 21 8612 04 © ISO Properties, Inc., 2003 Page 1 of I COMMERCIAL GENERAL LIABILITY CG 22 34 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION - CONSTRUCTION MANAGEMENT ERRORS AND OMISSIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following exclusion is added to Paragraph 2. Exclusions of Section I — Coverage A — Bodily Injury And Property Damage Liability and Paragraph 2. Exclusions of Section I — Coverage B — Personal And Advertising Injury Liability: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of: 1. The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications by any architect, engineer or surveyor performing services on a project on which you serve as construction manager; or 2. Inspection, supervision, quality control, architectural or engineering activities done by or for you on a project on which you serve as construction manager. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved that which is described in Paragraph 1. or 2. This exclusion does not apply to 'bodily injury" or "property damage" due to construction or demolition work done by you, your "employees" or your subcontractors. CG 22 34 0413 © Insurance Services Office, Inc., 2012 Page 1 of 1 COMMERCIAL GENERAL LIABILITY CG 22 43 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION - ENGINEERS, ARCHITECTS OR SURVEYORS PROFESSIONAL LIABILITY This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following exclusion is added to Paragraph 2. Exclusions of Section I — Coverage A — Bodily Injury And Property Damage Liability and Paragraph 2. Exclusions of Section I — Coverage B — Personal And Advertising Injury Liability: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or failure to render any professional services by you or any engineer, architect or surveyor who is either employed by you or perforating work on your behalf in such capacity. Professional services include: 1. The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and 2. Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the 'bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or failure to render any professional services by you or any engineer, architect or surveyor who is either employed by you or performing work on your behalf in such capacity. CG 22 43 0413 © Insurance Services Office, Inc., 2012 Page 1 of 1 COMMERCIAL GENERAL LIABILITY CG 22 50 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION - FAILURE TO SUPPLY This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART This insurance does not apply to "bodily injury" or "property damage" arising out of the failure of any insured to adequately supply gas, oil, water, electricity, steam or biofuel. This exclusion does not apply if the failure to supply results from the sudden and accidental injury to tangible property owned or used by any insured to procure, produce, process or transmit the gas, oil, water, electricity, steam or biofuel. CG 22 50 0413 © Insurance Services Office, Inc., 2012 Page 1 of 1 COMMERCIAL GENERAL LIABILITY CG 22 79 07 98 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION - CONTRACTORS - PROFESSIONAL LIABILITY This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following exclusion is added to Paragraph 2., Ex- clusions of Section I - Coverage A - Bodily Injury And Property Damage Liability and Paragraph 2., Exclu- sions of Section I - Coverage B - Personal And Adver- tising Injury Liability: 1. This insurance does not apply to "bodily injury', "property damage" or "personal and advertising in- jury" arising out of the rendering of or failure to render any professional services by you or on your behalf, but only with respect to either or both of the following operations: a. Providing engineering, architectural or survey- ing services to others in your capacity as an engineer, architect or surveyor; and b. Providing, or hiring independent professionals to provide, engineering, architectural or survey- ing services in connection with construction work you perform. 2. Subject to Paragraph 3. below, professional services include: a Preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, re- ports, surveys, field orders, change orders, or drawings and specifications; and b. Supervisory or inspection activities performed as part of any related architectural or engi- neering activities. 3. Professional services do not include services within construction means, methods, techniques, sequences and procedures employed by you in connection with your operations in your capacity as a construction contractor. CG 22 79 07 98 Copyright, Insurance Services Office, Inc., 1997 Page 1 of 1 ❑ POLICY NUMBER: GLO 5 8 5 2 3 8 8— 0 4 COMMERCIAL GENERAL LIABILITY CG 24 17 10 01 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CONTRACTUAL LIABILITY - RAILROADS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Scheduled Railroad: ALL CONTRACTS FOR WORK DONE FOR RAILROADS Designated Job Site: (If no entry appears above, information required to complete this as applicable to this endorsement.) With respect to operations performed for, or affecting, a Scheduled Railroad at a Designated Job Site, the definition of 'insured contract" in the Definitions sec- tion is replaced by the following: 9. "Insured Contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or or- ganization for damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner is not an 'insured contract"; b. A sidetrack agreement; c. Any easement or license agreement; d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; f. That part of any other contract or agreement pertaining to your business (including an in- demnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. endorsement will be shown in the Declarations Paragraph f. does not include that part of any contract or agreement: (1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving or failing to pre- pare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifi- cations; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; (2) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the in- sured's rendering or failure to render pro- fessional services, including those listed in Paragraph (1) above and supervisory, in- spection, architectural or engineering activi- ties. CG 24 17 10 01 © ISO Properties, Inc., 2000 Page 1 of 1 0 POLICY NUMBER: GLO 5852388-04 COMMERCIAL GENERAL LIABILITY CG 25 03 05 09 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED CONSTRUCTION PROJECT(S) GENERAL AGGREGATE LIMIT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Designated Construction Project(s): A GENERAL AGGREGATE LIMIT APPLIES TO EACH CONSTRUCTION PROJECT WHERE THE NAMED INSURED IS PERFORMING OPERATIONS, HOWEVER, A GENERAL AGGREGATE LIMIT DOES NOT APPLY TO ANY CONSTRUCTION PROJECT WHERE THE NAMED INSURED IS PERFORMING OPERATIONS THAT ARE INSURED UNDER A WRAP UP OR ANY OTHER CONSOLIDATED OR SIMILAR INSURANCE PROGRAM. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under Section I —Coverage A, and for all medical expenses caused by accidents under Section I —Coverage C, which can be attributed only to ongoing operations at a single designated construction project shown in the Schedule above: 1. A separate Designated Construction Project General Aggregate Limit applies to each designated construction project, and that limit is equal to the amount of the General Aggregate Limit shown in the Declarations. 2. The Designated Construction Project General Aggregate Limit is the most we will pay for the sum of all damages under Coverage A, except damages because of 'bodily injury" or "property damage" included in the "products - completed operations hazard", and for medical expenses under Coverage C regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 3. Any payments made under Coverage Afor damages or under Coverage C for medical expenses shall reduce the Designated Construction Project General Aggregate Limit for that designated construction project. Such payments shall not reduce the General Aggregate Limit shown in the Declarations nor shall they reduce any other Designated Construction Project General Aggregate Limit for any other designated construction project shown in the Schedule above. 4. The limits shown in the Declarations for Each Occurrence, Damage To Premises Rented To You and Medical Expense continue to apply. However, instead of being subject to the General Aggregate Limit shown in the Declarations, such limits will be subject to the applicable Designated Construction Project General Aggregate Limit. CG 25 03 05 09 © Insurance Services Office, Inc., 2008 Page 1 of 2 0 B. For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under Section I —Coverage A, and for all medical expenses caused by accidents under Section I —Coverage C, which cannot be attributed only to ongoing operations at a single designated construction project shown in the Schedule above: 1. Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the amount available under the General Aggregate Limit or the Products -completed Operations Aggregate Limit, whichever is applicable; and 2. Such payments shall not reduce any Designated Construction Project General Aggregate Limit. Page 2 of 2 C. When coverage for liability arising out of the "products -completed operations hazard" is provided, any payments for damages because of "bodily injury" or "property damage" included in the "products -completed operations hazard" will reduce the Products -completed Operations Aggregate Limit, and not reduce the General Aggregate Limit nor the Designated Construction Project General Aggregate Limit. D. If the applicable designated construction project has been abandoned, delayed, or abandoned and then restarted, or if the authorized contracting parties deviate from plans, blueprints, designs, specifications or timetables, the project will still be deemed to be the same construction project. E. The provisions of Section III —Limits Of Insurance not otherwise modified by this endorsement shall continue to apply as stipulated. © Insurance Services Office, Inc., 2008 CG 25 03 05 09 0 POLICY NUMBER: GLO 5852388-04 COMMERCIAL GENERAL LIABILITY CG 25 04 05 09 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED LOCATION(S) GENERAL AGGREGATE LIMIT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Designated Location(s): ALL LOCATIONS, OTHER THAN CONSTRUCTION PROJECTS, OCCUPIED BY THE NAMED INSURED. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under Section I —Coverage A, and for all medical expenses caused by accidents under Section I —Coverage C, which can be attributed only to operations at a single designated 'location" shown in the Schedule above: 1. A separate Designated Location General Aggregate Limit applies to each designated 'location", and that limit is equal to the amount of the General Aggregate Limit shown in the Declarations. 2. The Designated Location General Aggregate Limit is the most we will pay for the sum of all damages under Coverage A, except damages because of "bodily injury" or "property damage" included in the "products -completed operations hazard", and for medical expenses under Coverage C regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 3. Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the Designated Location General Aggregate Limit for that designated 'location". Such payments shall not reduce the General Aggregate Limit shown in the Declarations nor shall they reduce any other Designated Location General Aggregate Limit for any other designated 'location" shown in the Schedule above. 4. The limits shown in the Declarations for Each Occurrence, Damage To Premises Rented To You and Medical Expense continue to apply. However, instead of being subject to the General Aggregate Limit shown in the Declarations, such limits will be subject to the applicable Designated Location General Aggregate Limit. CG 25 04 05 09 © Insurance Services Office, Inc., 2008 Page 1 of 2 B. For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under Section I —Coverage A, and for all medical expenses caused by accidents under Section I —Coverage C, which cannot be attributed only to operations at a single designated 'location" shown in the Schedule above: 1. Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the amount available under the General Aggregate Limit or the Products -completed Operations Aggregate Limit, whichever is applicable; and 2. Such payments shall not reduce any Designated Location General Aggregate Limit. Page 2 of 2 C. When coverage for liability arising out of the "products -completed operations hazard" is provided, any payments for damages because of "bodily injury" or "property damage" included in the "products -completed operations hazard" will reduce the Products -completed Operations Aggregate Limit, and not reduce the General Aggregate Limit nor the Designated Location General Aggregate Limit. D. For the purposes of this endorsement, the Definitions Section is amended by the addition of the following definition: 'Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. E. The provisions of Section III —Limits Of Insurance not otherwise modified by this endorsement shall continue to apply as stipulated. © Insurance Services Office, Inc., 2008 CG 25 04 05 09 0 COMMERCIAL GENERAL LIABILITY CG 26 97 03 06 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ALASKA WAR LIABILITY EXCLUSION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Exclusion i. under Paragraph 2., Exclusions of Section I — Coverage A — Bodily Injury And Prop- erty Damage Liability is replaced by the following: 2. Exclusions This insurance does not apply to: i. War "Bodily injury" or "property damage", how- ever caused, arising out of: (1) War, including undeclared or civil war; or (2) Warlike action by a military force, includ- ing action in hindering or defending against an actual or expected attack, by any government, sovereign or other au- thority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by gov- ernmental authority in hindering or de- fending against any of these. B. Exclusion o. under Paragraph 2., Exclusions of Section I — Coverage B — Personal And Advertis- ing Injury Liability is replaced by the following: 2. Exclusions This insurance does not apply to: o. War "Personal and advertising injury", however caused, arising out of: (1) War, including undeclared or civil war; or (2) Warlike action by a military force, includ- ing action in hindering or defending against an actual or expected attack, by any government, sovereign or other au- thority using military personnel or other agents; or Insurrection, rebellion, revolution, usurped power, or action taken by gov- ernmental authority in hindering or de- fending against any of these. C. Exclusion h. under Paragraph 2., Exclusions of Section I — Coverage C — Medical Payments does not apply. Medical payments due to war are now subject to Exclusion g. of Paragraph 2., Exclu- sions of Section I — Coverage C — Medical Pay- ments since "bodily injury" arising out of war is now excluded under Coverage A. (3) CG 26 97 03 06 © ISO Properties, Inc., 2005 Page 1 of 1 0 0 RESOLUTION NO. 2017 — 129 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE AN ENERGY SERVICES AGREEMENT, PHASE II, WITH AMERESCO, INC., PURSUANT TO CALIFORNIA GOVERNMENT CODE SECTION 4217.10, ET SEQ., TO DEVELOP AND CONDUCT ENERGY EFFICIENCY AND RENEWABLE ENERGY UPGRADES AT CITY FACILITIES, AS SET FORTH IN SECTION "D" OF THE ENERGY AUDIT REPORT WHEREAS, on June 3, 2014, in accordance with National City's Energy Roadmap and Climate Action Plan, the City Council directed staff to "solicit proposals pursuant to California Government Code 4217.10, et seq., to design, install, and finance sustainability improvements within municipal facilities"; and WHEREAS, in July 2014, the City's Engineering and Public Works Department noticed a Request for Statement of Qualifications (SOQ) for an energy services contract to make sustainability improvements to City facilities under a guaranteed energy savings contract, and proposals were solicited to provide energy -related capital improvement services through performance -based contracting; and WHEREAS, these services would include design, installation, maintenance, and monitoring of energy and water saving upgrades at City facilities with a guarantee that monetary savings will cover the cost of the upgrades; and WHEREAS, the two responses received were evaluated by a five -member selection committee consisting of City staff, councilmembers, and outside consultants that gave Ameresco Inc., the highest overall rating; and WHEREAS, following execution of the Energy Audit Agreement (Phase 1), Ameresco conducted an Energy Audit of City facilities, developed a project scope of energy and water saving measures, forecasted savings, presented a financing solution, and offered a guarantee that cost savings will cover project costs. WHEREAS, taking into consideration the best financial performance and priorities for the City, the two most cost effective options were presented to the City Council on September 20, 2016, where City Council gave direction to proceed with the staff recommendation of the full program scope of work (Option 2 per PowerPoint presentation presented September 20, 2016); and WHEREAS, through negotiations and various revisions, while maintaining the same scope and intent, the total implementation cost was decreased from $6,608,598 to $5,403,308. WHEREAS, California Government Code Section 4217.10, et seq., facilitates public agencies' energy conservation efforts by authorizing them to enter into an Energy Services Agreement ("ESA") to develop and conduct energy efficiency and renewable energy projects at public facilities and make certain findings that the contract is in the public's best interest and make specific cost-effectiveness findings: Resolution No. 2017 — 129 Page Two 1. In order to enter into an ESA, Section 4217.12 requires the Council find "that the anticipated cost to the City for thermal or electrical energy or conservation services provided by the energy conservation facility under the contract will be less than the anticipated marginal cost to the City in the absence of those purchases,". 2. In order to enter into a financing contract, Section 4217.13 requires the Council find "that funds for the repayment of the financing or the cost of design, construction, and operation of the energy conservation facility, or both, as required by the contract, are projected to be available from revenues resulting from sales of electricity or thermal energy from the facility or from funding that otherwise would have been used for purchase of electrical, thermal, or other energy required by the public agency in the absence of the energy conservation facility, or both." WHEREAS, City staff and consultants have reviewed these cost effectiveness criteria and determined that they are met: 1. The anticipated cost of the project after rebates and including Maintenance and Verification ("M&V") per the contract amount of $5,379,285, which would be less than the anticipated energy and water savings from the first 25 years. 2. The funds needed to repay the financing after rebates and operational and repair in the amount of $3,927,387 would be less than the anticipated energy and water savings in the amount of $4,807,486 over the 20 year financing term. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby authorizes the Mayor to execute an Energy Services Agreement, Phase II, with Ameresco, Inc., pursuant to California Government Code Section 4217.10, et seq., to develop and conduct energy efficiency and renewable energy upgrades at City facilities, as set forth in Section "D" of the Energy Audit Report. PASSED and ADOPTED this 20th day of June ATTEST: `., Michael R. Dalla, Ci T Clerk APPROVED AS TO FORM: A, Angil iris- ones City Att• ey Ron 1D1orrison, Mayor Passed and adopted by the Council of the City of National City, California, on June 20, 2017 by the following vote, to -wit: Ayes: Councilmembers Cano, Mendivil, Morrison, Rios, Sotelo-Solis. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: RON MORRISON Mayor of the City of National City, California N jAf Jerk of the City National City, California By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2017-129 of the City of National City, California, passed and adopted by the Council of said City on June 20, 2017. City Clerk of the City of National City, California By: Deputy MEETING DATE: CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT June 20, 2017 AGENDA ITEM NO. 139 ITEM TITLE: Resolution of the City Council of the City of National City authorizing the Mayor to execute an Energy Services Agreement (ESA), Phase II, with Ameresco, Inc., under California Government Code Section 4217.10, et seq. to develop and conduct energy efficiency and renewable energy upgrades at city facilities as set forth in Section D of the Energy Audit Report. PREPARED BY: Jose Lopez, Assistant Engineer - Civil DEPARTMENT: PHONE: 1619-336-4312 APPROVED BY: EXPLANATION: See attached. ngin� ' ring/PWorksl FINANCIAL STATEMENT: APPROVED: `-L, Xt- Finance ACCOUNT NO. I APPROVED: MIS ;The total contract amount with Ameresco, Inc., is $5,408,308. The estimated annual savings amount over the term of the project is $40,000. ENVIRONMENTAL REVIEW: N/A ORDINANCE: INTRODUCTION: FINAL ADOPTION: STAFF RECOMMENDATION: (Adopt Resolution executing an Energy Services Agreement with Ameresco, Inc. to develop and conduct energy efficiency and renewable energy upgrades at city facilities as set forth in Section D of the Energy Audit Report. BOARD / COMMISSION RECOMMENDATION: N/A ATTACHMENTS: 1. Explanation 2. Agreement w/ Exhibits 3. Resolution! f!, ovvN‘o‘-‘ N0. a - et City Council Staff Report June 20, 2017 BACKGROUND In accordance with the City's Energy Roadmap and Climate Action Plan, Council directed staff on June 3, 2014 to "solicit proposals pursuant to California Government Code 4217, to design, install, and finance sustainability improvements within municipal facilities." In July 2014, the City's Engineering and Public Works Department advertised a Request for Statement of Qualifications (SOQ) for an energy services contract to make sustainability improvements to City facilities under a guaranteed energy savings contract. Proposals were solicited to provide energy -related capital improvement services through performance -based contracting. These services would include design, installation, maintenance, and monitoring of energy and water saving upgrades at City facilities with a guarantee that monetary savings will cover the cost of the upgrades. The City received two responses which were evaluated by a five member selection committee consisting of city staff, councilmembers and outside consultants. The panel gave Ameresco Inc. the highest overall rating. Accordingly, City staff and Ameresco negotiated an Energy Audit Agreement (Phase 1). Following execution of the Energy Audit Agreement, Ameresco conducted an Energy Audit of City facilities, developed a project scope of energy and water saving measures, forecasted savings, presented a financing solution, and offered specific technical and financial assurances to reduce performance risk. The Energy Audit provided the City with the information it needed to evaluate the costs and benefits of proceeding with wide ranging sustainability improvements for municipal facilities in Phase 2 through an Energy Services Agreement (ESA), attached here as Exhibit "A". After the completion of the Energy Audit, Ameresco presented City staff with several viable project options. Staff evaluated the options and narrowed the options down to two, taking into consideration the best financial performance and priorities for the City. The two options were presented to City Council on September 20, 2016, where City Council gave direction to proceed with the staff recommendation of the full program scope of work (Option 2 per PowerPoint presentation presented September 20, 2016). The selected program, Option 2 (the "Project") will include the following Energy Conservation Measures (ECMs), that if implemented, will reduce energy, water, and operational costs at City Facilities listed in Attachment "A" of the ESA. • ECM 1: Civic Center HVAC & Controls Upgrades • ECM 4: Solar PV • ECM 6: HVAC Controls • ECM 8: Interior Lighting Upgrades • ECM 9: Exterior Lighting Upgrades • ECM 10: HVAC Equipment Replacements • ECM 11: Domestic Water Conservation • ECM 12: Irrigation Controls Through negotiations and various revisions between the City and Ameresco, while maintaining the same scope and intent, the total estimated implementation cost was decreased from $6,608,598 to $5,403,308, which includes direct costs, energy audit, legal review, project management, engineering, initial measurement and verification, training, overhead and profit. In March of 2017, the City submitted an application to the IRS to obtain tax credit financing through the Clean and Renewable Energy Bond ("CREB") program for a portion of the project that was eligible. On April 17, 2017, the City received approval from the IRS to issue up to $1,800,000 in CREBS within the next six months. The City Council will have the opportunity to award the construction contract to Ameresco at the June 20th City Council meeting. In order to enter into the agreement with Ameresco, the City will require either sufficient funds or approval of a financing plan during the same meeting. The City anticipates financing the full project and using the projected utility savings as an offset to the debt service on the financing along with a calculation for maintenance savings. Based on Ameresco's Project energy cash flow savings analysis, after debt payments, the project is expected to generate an average annual cash flow surplus of $40,000, or a total of over $825,000 in the first 20 years. DISCUSSION City staff has been working with Ameresco, NHA Advisors (the City's Municipal Advisor) and Nossaman LLP (the City's Bond Counsel) to analyze and evaluate the project costs, secure the CREB allocation, review estimated energy savings, policy considerations, and ultimately develop the lowest cost plan of finance to fund the Project. The proposed financing plan includes two components. Based on the CREB allocation from the IRS for $1,800,000 related to the renewable energy (solar) portion of the Project, the balance of the Project costs (approximately $3,640,000) will be financed through a traditional tax-exempt lease. Both the CREB and tax-exempt lease will be financed through a master lease agreement with Bank of America (based on bids received in late May). The CREB portion of the Project financing ($1,800,000) will have an interest rate of 4.83%. The City will submit semi-annual tax forms to the IRS for a "rebate" on a portion of the interest paid. It is anticipated that the tax credit will bring the effective interest rate of the CREB portion down to approximately 1.74%. The tax-exempt lease portion of the Project financing ($3,728,602) will have an interest rate of 2.77% and be paid over 20 years. The Project financing will be issued through the City's Joint Power Financing Authority (the "Authority") and will be structured as a general fund obligation subject to typical lease provisions including the incorporation of a leased asset. For purposes of the proposed financing, the City's Police Facility is anticipated to be identified as the "leased asset" given its value, high essentiality and appropriate age. The City currently has a lease encumbering the Police Facility with Bank of America that will require the final payment on July 5, 2017 (the final payment is currently due October 1, 2017) in order to release the Police Facility from the old financing and make it available for this Project. Government Code Section 4217.10 et. seq., grants the City the authority to enter into an energy services agreement and financing contract provided the Council determine that it is in the City's best interest and make specific cost-effectiveness findings: 1. In order to enter into an ESA, Section 4217.12 requires the Council find "That the anticipated cost to the [City] for thermal or electrical energy or conservation services provided by the energy conservation facility under the contract will be less than the anticipated marginal cost to the [City] ... in the absence of those purchases,". 2. In order to enter into a financing contract, Section 4217.13 requires the Council find "that funds for the repayment of the financing or the cost of design, construction, and operation of the energy conservation facility, or both, as required by the contract, are projected to be available from revenues resulting from sales of electricity or thermal energy from the facility or from funding that otherwise would have been used for purchase of electrical, thermal, or other energy required by the public agency in the absence of the energy conservation facility, or both. City staff and consultants have reviewed these cost effectiveness criteria and determined that they are met: 1. The anticipated cost of the project after rebates and including M&V per the contract ($5,379,285) would be less than the anticipated energy and water savings from the first 25 years ($5,688,894). 2. The funds needed to repay the financing after rebates and operational and repair savings ($3,927,387) would be less than the anticipated energy and water savings over the 20 year financing term ($4,807,486). PROPOSED LENDER AND TERMS NHA Advisors worked with Hilltop Securities (serving as the City's "Placement Agent") to solicit bids from several banks. They received three proposals with the lowest rates from Bank of America. Their proposal included interest rates of 2.77% for the tax-exempt portion (2037 maturity; 11.8 year average life), and 4.83% for the CREB portion (2037 maturity; 14 year average life). As stated above, the all -in effective rate for the CREB (after rebate) will be approximately 1.74%. FINANCING TEAM NHA Advisors is serving as the City's Municipal Advisor, Nossaman LLP is serving as Bond Counsel, Hilltop Securities is serving as the Placement Agent, Bank of America will be the purchaser of the Project Financing and Stewart Title will act as the title company for recordation of the lease. TIMING Assuming approval of the 2017 financing and contract award to Ameresco on June 20th, City staff and its financing team will work to finalize documents with the Bank of America and execute delivery of the Project funds by July 6th 2017 FISCAL IMPACT Based on the terms submitted by Bank of America, the all -in effective borrowing rate for the financing is approximately 2.48% for a 20-year financing. Based on the Ameresco Project proforma, net positive cashflows are expected to average $40,000 annually through 2037. Additionally, the portions of the Project are anticipated to continue benefiting the City beyond 2037 through the remaining useful life of the improvements. RECOMMENDATIONS Staff recommends the City Council of the City of National City authorize the Mayor to execute an Energy Services Agreement, Phase II, with Ameresco, Inc., under California Government Code Section 4217.10 et seq. to develop and conduct energy efficiency and renewable energy upgrades at city facilities as set forth in Section D of the Energy Audit Report. ENERGY SERVICES AGREEMENT by and between CITY OF NATIONAL CITY and AMERESCO, INC. Dated as of , 2017 TABLE OF CONTENTS SECTION HEADING PAGE 1. Scope of Work 1 2. Ownership of and Security Interest in the ECMs 4 3. Financial Ability to Pay 4 4. Compensation and Monthly Progress Payments 5 5. Substantial Completion; Commissioning Acceptance Phase; Notice of Completion 6 6. Guarantee of Solar Energy Production 6 7. Access to Property 7 8. Changes in Work 7 9. Ameresco Warranty; Third Party Manufacturer Warranties 8 10. Customer Role and Responsibilities 8 11. Defaults by Customer and Ameresco 10 12. Remedies for Defaults 10 13. [Intentionally Omitted.] 11 14. Term; Termination 11 15. Insurance and Bonds 11 16. Indemnification 12 17. Agreement Interpretation and Performance 12 18. Privileged and Proprietary Information 13 19. Severability 13 20. Assignments and Subcontracting 13 21. Waiver 13 22. Force Majeure 14 23. Contract Documents; Ownership of Design Documents 14 -2- 24. Notices 25. Records 26. Representations and Warranties 27. Independent Contractor 28. Additional Representation and Warranties of Customer 29. Absence of Fraud or Collusion 14 15 15 16 16 16 30. Negligent/Wrongful Acts 16 31. Further Documents and Events 17 32. Compliance with California Laws 17 33. Third Party Beneficiaries 34. Notifications of Governmental Action - Occupational Safety and Health 18 35. References 18 ATTACHMENTS Attachment A Property Description Attachment B Energy Audit Report (containing Sections A through G) Attachment C Notice to Proceed Attachment D Third Party Manufacturer Warranties Attachment E Contract Cost and Annual Services Attachment F Change Order For Attachment G Substantial Completion Certificate Attachment H Notice of Completion Attachment I Glossary of Energy Management Terms and Abbreviations Attachment J December 15, 2015 Energy Audit Agreement Attachment K Ameresco SOQ & Interview Question Responses Attachment L Installation Schedule 1i 18 -3- ENERGY SERVICES AGREEMENT THIS ENERGY SERVICES AGREEMENT, including all Attachments (A- K), which include various exhibits, schedules, and addenda. (this "Agreement") is entered into as of , 2017 ("Effective Date"), by and between the CITY OF NATIONAL CITY, having its principal place of business located at 1243 National City Boulevard, National City, CA 91950 ("Customer") and Ameresco, Inc., a Delaware corporation, with an address of 60 East Rio Salado Parkway, Suite 1001, Tempe, AZ 85281 ("Ameresco"). The Customer and Ameresco may be collectively referred to as the "Parties" and individually as a "Party." RECITALS WHEREAS, Customer wishes Ameresco to perform a project consisting of certain energy conservation services and installations ("Project") as set forth in Section D of the EAR (defined below) at Customer's facilities described in Attachment A (each, a "Property"), and Ameresco wishes to perform such services; WHEREAS, Section D of the EAR (defined below) as the same may be amended and/or otherwise modified from time to time as provided herein is hereinafter referred to as the "Scope of Work"; WHEREAS, Customer issued a Request for Statements of Qualifications ("SOQ") (attached to this Agreement as Attachment K) that sought statements of qualifications of interested energy service firms to engage in an energy services contract; WHEREAS, Ameresco's responses to certain questions raised in the SOQ are also attached to this Agreement as Attachment K; WHEREAS, based on Ameresco's responses to the SOQ, Customer has determined that Ameresco is a provider of comprehensive energy efficacy and renewable energy solutions and is qualified by experience and ability to perform the services desired by Customer, and Ameresco is willing to perform such services; WHEREAS, based on Ameresco's responses to the SOQ, Customer chose to engage the services of Ameresco in the form of the Energy Audit Agreement, attached hereto as Attachment J; -4- WHEREAS, pursuant to the Energy Audit Agreement, Ameresco performed a comprehensive energy audit of the Property and prepared an Energy Audit Report/ dated as of December 7, 2016 (the "EAR"), which is attached hereto as Attachment B; WHEREAS, performance of the EAR constituted the first phase ("Phase 1") of the Project; WHEREAS, by virtue of this Agreement, Ameresco has been directed by Customer to proceed with the implementation of the recommendations specified in the EAR, which will constitute the second phase of the Project ("Phase 2"). Phase 2 will consist of the design and installation of energy conservation measures described and recommended in Section D of the EAR, which is attached hereto as Attachment B; WHEREAS, Customer enters into this Agreement to develop energy conservation measures in accordance with Government Code Section 4217.10 et. seq.; WHEREAS, the Glossary of Energy Management Terms and Abbreviations, attached hereto as Attachment I, defines certain energy -related phrases, terms, abbreviations necessary to the interpretation of this Agreement; and WHEREAS, Customer owns each Property. NOW, THEREFORE, in consideration of the covenants, representations, warranties, and mutual promises and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: SECTION 1 Scope of Work. (a) Work: 1. Project Work: Upon Ameresco's receipt of (i) the Notice To Proceed (as defined in Section 4) and (ii) evidence of the funding of an escrow account (the "Construction Escrow") with immediately available funds sufficient for the payment of the Contract Cost (as defined in Section 4), Ameresco shall furnish all labor, materials and equipment and perform all work required for the completion of the Scope of Work. As used in this Agreement, the term "Work" means the performance of the Scope of Work, whether completed or partially completed, and includes all other Page 4 of 77 -5- labor, materials, equipment and services provided or to be provided by Ameresco to fulfill Ameresco's obligations, as described in the Scope of Work and otherwise set forth in the Contract Documents (defined in Section 23 of this Agreement), other than warranty work, M&V Services or any services to be provided by Ameresco following issuance of the Notice of Completion. The Scope of Work shall include the installation of the energy conservation measures as set forth in Section D of the EAR (the "ECMs"). Customer and Ameresco shall mutually plan the scheduling of the Work. The Work will be planned to minimize the interruption of the daily routine of Customer's staff except as permitted in writing by Customer. 2. Economic Conditions. If Customer does not issue a Notice to Proceed within fourteen (14) days after signing this Agreement, then Ameresco may adjust the Contract Cost as described herein. Due to the current pricing volatility of raw materials (i.e. copper, steel, PVC, fuel, and wire insulation) required to produce and transport cable, PVC products, equipment and pipes containing steel, copper and similar products, Ameresco reserves the right to adjust the Contract Cost to reflect the actual cost increases in such materials and products that take place between the date the Contract Cost was agreed to by Customer, if different from the Contract Cost in Section 4, and the actual date a Notice to Proceed is issued by the Owner, authorizing Ameresco to proceed with the Project. In the event that pricing of such materials increases, Customer, in its sole discretion, may either (1) agree to execute a Change Order to compensate Ameresco for the actual cost increases of materials, or (2) terminate this Agreement. Alternatively, Ameresco and Customer may agree to decrease the project size by removing components of the ECMs to be otherwise installed hereunder. Ameresco will provide back- up documentation to substantiate the Change Order. Ameresco will take commercially reasonable efforts to mitigate the impact of economic conditions charges. (b) Disposal: Ameresco, at its sole cost, shall (i) be responsible for disposal of all non -hazardous equipment and materials which are rendered useless and removed as a result of the installation of the ECMs and (ii) cause all lamps which are classified as hazardous wastes by the rules and regulations of the U.S. Environmental Protection Agency (40 CFR Parts 260 through 279) and PCB - contaminated ballasts, if any, which have been rendered useless and removed as a result of the installation of the ECMs to be transported and disposed of as specified in Attachment B. All other existing PCB -contaminated ballasts, lamps Page 5 of 77 -6- and any other hazardous materials, however, shall remain the sole responsibility of Customer and Ameresco shall assume no liability whatsoever in connection with their removal, transportation and disposal unless expressly included in the Scope of Work. (c) Asbestos and Lead Paint: (1) The Scope of Work is predicated on the viability of the Project without Ameresco encountering or disturbing lead paint or asbestos, or being required to perform any asbestos or lead paint abatement or taking any other action with respect to asbestos or lead paint, in each case other than as expressly set forth in the Scope of Work. (2) In the event that Ameresco: (A) encounters any friable or non -friable asbestos which is in the immediate vicinity of its work, (B) determines that its work will result in the disturbance of asbestos material, or (C) determines that the presence of asbestos material will impede its work, in each case other than those materials which are expressly addressed in the Scope of Work, Ameresco will promptly notify Customer of the same and Ameresco and Customer will proceed in accordance with Section 1 (c)(3) below. In the event that Ameresco cannot determine whether any particular material does or does not contain asbestos, Customer, upon Ameresco's written request, shall, at Customer's sole cost and expense, promptly perform tests or cause tests to be performed in order to determine whether or not such material contains asbestos and/or whether there are unacceptable levels of airborne particulate material containing asbestos and provide such test reports to Ameresco. In the event Ameresco encounters lead paint or paint suspected to contain lead in any area where it is to perform services hereunder, Ameresco will promptly notify Customer of the same and Customer shall, at Customer's sole cost and expense, promptly perform tests or cause tests to be performed in order to determine whether or not such paint contains lead, and will provide such tests reports to Ameresco. In the event that such test reports demonstrate the presence of lead paint or Ameresco reasonably believes that performing its services under this Agreement is likely to cause the disturbance of lead paint in such a manner as to require Ameresco to provide any notification or take any actions pursuant to any federal, state or local laws, rules, regulations or guidelines, and Ameresco notifies Customer of the same, Customer will proceed in accordance with Section 1(c)(3) below. Page 6 of 77 -7- (3) In the event the presence of lead paint or asbestos is identified as provided in Section 1(c)(1) or Section 1(c)(2) above, and at the time of execution of this Agreement, Ameresco shall identify to Customer a qualified lead paint or asbestos removal contractor ("Abatement Contractor") willing to, at Customer's option, promptly and properly remove, enclose, encapsulate, or otherwise abate any lead paint or asbestos in accordance with all applicable laws, regulations and guidelines ("Abatement"). Such Abatement Contractor shall meet all insurance requirements required by this Agreement. Upon Customer's receipt of Abatement Contractor's quote for the cost to engage in the Abatement, Customer may: (1) execute a change order to pay Ameresco for Abatement Contractor's cost to engage in the Abatement; (2) terminate the ECM or ECMs which are affected by the presence of asbestos or lead paint; or (3) engage the services of a second Abatement Contractor of Customer's choosing. Ameresco shall promptly inform Customer of any conditions that may require the City to engage in an Abatement or the services of an Abatement Contractor. In the event that Customer does not promptly take action, as provided herein, or notifies Ameresco that it will engage the services of its own Abatement Contractor, Ameresco will, in good faith, and to the extent permitted by applicable law and Ameresco's worker safety policies, continue work in other areas at the Property unaffected by the Abatement. Customer shall be responsible for all costs (including termination) incurred by Ameresco that relate to the presence of asbestos or lead paint unless expressly described in the Scope of Work. (d) Maintenance: Customer, at its sole cost and expense, shall be responsible for servicing and maintaining the ECMs installed in each Property from and after Customer's execution and delivery of a Substantial Completion Certificate (as hereinafter defined) with respect to the Property in which each particular ECM is installed. (e) Compliance with Law: Ameresco shall, at its expense, comply with and obtain all applicable licenses and permits required by federal, state and local laws in connection with (i) the installation of the ECMs and (ii) the operation and/or maintenance of the ECMs (to the extent that Ameresco agrees to perform such operations and/or maintenance services). In the event that Ameresco cannot procure any such license or permit in light of a requirement that Customer is required to do so, Customer shall promptly procure the same. Ameresco shall Page 7 of 77 -8- pay the required prevailing wage rates for work in connection with the Project according to the current California Prevailing wages for San Diego County. (f) Taxes. Customer will cooperate with Ameresco and provide Ameresco with all appropriate documentation in its possession so that Ameresco may establish that it does not have to pay taxes, fees and assessments or other charges of any character which may be imposed or incurred by any governmental or public authority as an incident to title to, ownership of, or operation of the ECMs. Non -Discrimination: Ameresco agrees not to discriminate against any employee or applicant for employment, to be employed in the performance of this Agreement, with respect to hire, tenure, terms, conditions or privileges of employment, or any matter directly or indirectly related to employment, because of age, sex, sexual orientation, race, disability, color, religion, national origin, Vietnam era military service or ancestry in accordance with applicable federal, state or local law. (g) (i) Installation/Specifications: Prior to the commencement of the Work hereunder, Ameresco may, at its option, provide (or Customer, at its option, may reasonably request to have Ameresco provide) a sample installation of, or written specification of, any ECM to be installed (each, a "Sample"). Customer shall furnish its written approval or disapproval of each Sample within ten (10) Business Days following Customer's receipt of Ameresco' s written notice of installation and/or delivery of such Sample. If Customer disapproves any such Sample, Ameresco shall have the right to provide a substitute specification or ECM (each, a "Substitution") which conforms to the applicable specifications or is equivalent to any applicable Sample previously approved by Customer. Upon Customer's written approval of a Substitution, Ameresco may revise the Attachments to reflect each such Substitution. If Customer does not approve or disapprove of any Sample or Substitution within ten (10) Business Days following Customer's receipt of Ameresco's written notice thereof, then Customer shall be deemed to have given its approval of such Sample or Substitution, as applicable. If, however, Customer does not approve of any Substitution, the Parties hereby agree to negotiate a mutually acceptable solution. Customer shall not unreasonably withhold, condition or delay any approval provided for herein. Page 8 of 77 -9- (j) Duties, Obligations, and Responsibilities of Ameresco: (1) The Work to be performed under this Agreement shall be commenced and completed as set forth in the Installation Schedule attached hereto as Attachment L, subject to any unreasonable delay by the City and Force Maj eure. (2) All labor furnished under this Agreement shall be competent to perform the tasks undertaken, all materials and equipment provided shall be new and of appropriate quality and the completed work shall comply in all material respects with the requirements of this Agreement. Ameresco shall maintain the Project site in a reasonably clean condition during the performance of the Work set forth in Attachment B. Ameresco shall, throughout all of Phase 2 of the Project, regularly clean the Project site of all debris, trash and excess material or equipment. In the event any portion of the Scope of Work is suspended, Ameresco shall clean and leave the site in a reasonably clean condition before leaving the site. Rubbish and debris collected on the Work site shall only be stored in roll -off, enclosed containers prior to disposal. Stockpiles of such will not be allowed. (3) (4) Ameresco shall provide preliminary design documents to the Customer's Representative for informational purposes at interim periods throughout development of the Project. Customer shall bear all costs associated with changes to the schedule resulting from delays in its review of submittals and changes to the design documents; changes in Customer's design manuals, changes in building codes which occur after the date of this Agreement (other than the 2016 California Building Standards Code (Cal. Code Regs., Tit. 24) that went into effect on January 1, 2017, which changes Ameresco agrees have been incorporated into the Scope of Work); or performance of any changes in the Work requested by Customer, with the exception of changes in the Project resulting from Ameresco's failure to comply with the requirements of this Agreement. Inspection of Property or Properties. During execution of the Work set forth in Attachment B, Ameresco shall permit Customer and/or any of its representatives to enter upon the Project site to review or inspect the Work; provided, that in each case, the Customer and/or its representatives coordinate such review or inspection with Ameresco and agree to comply with all applicable federal, state, and local safety laws, rules and (5) Page 9 of 77 -10- regulations, including, without limitation, those promulgated by the U.S. Department of Labor Occupational Safety & Health Administration. Customer, its employees, and visitors brought to the Project site shall adhere to all of Ameresco's site safety rules. The Work is subject to approval by Customer, or Customer's representative. While Customer shall notify Ameresco before noon of the working day before any inspection of a Property is requested or required, Ameresco shall keep Customer reasonably informed of the progress of completion of all Work to be performed under this Agreement to enable Customer to schedule any inspections required by federal, state or local laws, rules, regulations or guidelines. Any Work done requiring an inspection that is completed without proper inspection will be subject to rejection. Customer, and any authorized representatives of Customer shall at all times have, with reasonable notice to Ameresco, access to the Work during its construction at shops and yards and while in storage, as well as to the Work site at each Property. Ameresco shall provide every reasonable facility for ascertaining that the materials and workmanship are in accordance with this Agreement. Inspection of the Work shall not relieve Ameresco of the obligation to fulfill all conditions of the Agreement. Any delay in the Work resulting from the scheduling of an inspection at Customer's request that causes an actual delay in the Installation Schedule shall be cause for a day -for -day extension of the Installation Schedule. During the performance of the Work, defective or non -compliant work, unsuitable material(s) and equipment may be rejected notwithstanding and regardless of the fact that such defective or non -compliant work, unsuitable materials and equipment may or may not have been previously inspected by Customer's representative or that payment therefore has been included in an estimate for payment. Any defective or non- compliant work, unsuitable material(s) and equipment shall be replaced immediately to original contract specifications and any other improvements damaged as a result and such replacement shall be repaired to as good or better condition. All such work shall be done at Ameresco's expense and there shall be no costs to Customer. All costs of inspection and testing performed during overtime work by Ameresco, which is allowed solely for the convenience of Ameresco, shall be borne by Ameresco. Customer shall have the authority to deduct the cost of all such inspection and testing from any partial payments otherwise due to Ameresco. The value of services rendered for these inspection -related purposes shall be at full cost recovery rates. Page 10 of 77 (6) Police Department Security. Ameresco must provide Customer a list of all potential personnel that may be present on the worksite within the Police Department (See Item #9 on Attachment A) thirty (30) days prior to date such personnel need access to the building. The list must provide the name of the proposed employer (Ameresco, sub -contractor, vendor, etc.), and the name, address, and a copy of a valid photo ID (i.e. driver's license) of the person wishing to enter the Police Department. 1. Customer will perform a standard security check for all submitted names that will screen for matters including, without limitation: felonies, security threats, arrests, and gang affiliations. Individuals who do not pass the standard security check will not be admitted to the Police Department. 2. Ameresco's and its subcontractors' ability to hire and utilize personnel who can meet the foregoing requirements is a condition precedent to any payment due to Ameresco. Failure of Ameresco or its subcontractors to provide personnel who can meet such requirements of the Project shall constitute a default subject to Section 11(b)(i) of this Agreement with respect to the portion of the Scope of Work affected. 3. Daily access to the Police Department building shall be coordinated with the Police Department Representative and the initial Ameresco Representative a minimum of 24 hours in advance. Ameresco shall coordinate its and its subcontractors' efforts in a way that minimizes the number of accesses and egresses to and from the Police Department. Ameresco understands that gaining access and egress to the Police Department can take time for security reasons and any delays in access and egress are factored into the Contract Cost and there shall be no additional costs to Customer for any such delay. 4. Every person entering into the building shall check -in with the Police Department's designated personnel for each entry and wear the provided identifying badge in a clearly viewed location at all times. Every person shall exit the building by paths of egress approved by the Police Department or by escort of the designated Police Department personnel. Badges shall be returned to the Police Department each day. Page 11 of 77 _12_ (7) Ameresco will provide equipment manuals and other appropriate information regarding equipment installed hereunder to Customer before the time of Substantial Completion (as defined in Section 5). (8) Ameresco will appoint one or more representatives who shall be the primary point of contact for construction matters. Such representative may be replaced from time to time by Ameresco, with written notice to Owner. The initial Ameresco Representative shall be: (9) Name: Nancy Rorabaugh Title: Business Development Mailing Address: P.O. Box 910216 Telephone: 800-500-6711 Cell: 619-322-5400 Fax: 858-792-8296 Email: nrorabaugh@ameresco.com Customer shall communicate only with such designated representative regarding performance of the Work and shall not communicate directly with Ameresco employees, agents, subcontractors or others retained to perform any part of the Work, unless otherwise specifically directed by Ameresco's representative. Ameresco shall pay for the cost of any minimum "show up" costs that a subcontractor, consultant, or other materials testing technician charges for being scheduled, by Ameresco, to appear at the Project site or Property, but could not perform work on the Project because the Project was not ready for the inspection or not ready to receive the subcontractor, consultant, or materials testing technician's work. Any invoices Customer receives for these "show up" costs shall be forwarded to Ameresco for payment. Customer shall be responsible for added costs or schedule delays resulting in whole or in part from its own obligations to comply with the foregoing sentence. Commissioning. With respect to the portions of the Scope of Work relating to the design and installation of HVAC controls and HVAC mechanical ECMs as detailed in ECM 1, ECM 6, and ECM 10, Ameresco shall coordinate and work with Customer's commissioning agent through the design phase, construction phase, and Commissioning Acceptance Phase (as defined in Section 5(f) below). Customer's commissioning agent shall, at Customer's sole cost and expense, participate in all design review meetings, prepare and maintain a commissioning plan, participate Page 12 of 77 -13- in monthly construction period commissioning meetings, develop and maintain a Construction Issues Log, prepare pre -functional equipment installation check lists, prepare functional performance tests, direct and oversee functional performance test and complete the final commissioning report. Any unreasonable delay in the Work resulting from the commissioning agent's activities (which is not be reasonably anticipated to occur in the industry -accepted course and scope of commissioning work) that causes an actual delay in the Installation Schedule shall be cause for a day -for -day extension of the Installation Schedule. SECTION 2 Ownership of and Security Interest in the ECMs. Title to each ECM and other personal property installed or incorporated into the ECMs shall remain in the name of Ameresco until the time specified below. If, notwithstanding the intent of the Parties, Customer is deemed to hold title to the ECMs, and as security for the payment in full of the Contract Cost, Customer hereby assigns, transfers and grants to Ameresco a security interest in all of the ECMs. Customer hereby authorizes Ameresco to file, from time to time, Uniform Commercial Code financing statements in such jurisdictions as may be necessary to perfect and maintain its security interest in the ECMs. If requested by Ameresco, Customer agrees to execute and deliver all further instruments and documents and take all further action that may be necessary in order to create, perfect and protect Ameresco's security interest in the ECMs and hereby irrevocably appoints Ameresco as Customer's attorney -in -fact with full power to sign such instruments and documents. Any provision in this Section to the contrary notwithstanding, ownership and title to an ECM shall automatically pass to Customer and Ameresco' s security interest in such ECM shall be released and terminated, in each case without further action on either Party's part, upon Ameresco's receipt of both (i) the executed Substantial Completion Certificate (as defined in Section 5) for such ECM and (ii) the indefeasible payment in full of all of Customer's payment obligations to Ameresco for such ECM. SECTION 3 Financial Ability to Pay. Customer agrees and acknowledges that Ameresco's obligation to perform the Project is contingent upon the availability of funds. Ameresco shall have no obligation to proceed hereunder until Ameresco has received the Notice to Proceed and evidence of funding of the Construction Escrow as described in Section 1(a)(i) hereof. If such items are not received by Ameresco within thirty (30) days following the execution hereof, then Customer and Ameresco shall each have the option, exercisable upon written notice to the other Party to terminate this Page 13 of 77 -14- Agreement. In that regard, Customer acknowledges and agrees that Ameresco has incurred and will incur further costs and expenses relating to the EAR work described in Attachment B. If Customer or Ameresco exercises such option to terminate this Agreement, Customer shall pay Ameresco $70,639.17 in recognition of the EAR work (See Attachment J, Exhibit A, Section 1.2 of the EAR). SECTION 4 Compensation and Monthly Progress Payments. (a) Application for Payment; Release of Retainage. Subject to the terms of this Agreement, Ameresco shall perform the Scope of Work at a total fixed price of five million, four hundred three thousand, three hundred eight Dollars and No cents ($5,403,308.00) ("Contract Cost"). The price is calculated in accordance with Attachment E hereto. For each month during the construction period of the Project following Customer's issuance to Ameresco of the Notice to Proceed in the form of Attachment C (the "Notice to Proceed"), Ameresco shall be entitled to monthly progress payments from the Escrow Account based upon the percentage of the Project construction and equipment procurement completed at the end of each month in accordance with the Scope of Work. Ameresco shall be paid the same percentage of the Contract Cost as such percentage of completion. Following the end of each month, during the construction period of the Project, Ameresco will provide to Customer an invoice together with a list in sufficient detail to reasonably identify construction and equipment procurement during such month ("Application for Payment"). Within thirty (30) calendar days after receipt of such Application for Payment, Customer shall pay or cause to be paid to Ameresco the amount due under such Application for Payment. Customer will retain five percent (5%) of all amounts due at the end of the Project as retention until thirty (30) days after filing of the Notice of Completion or as required by law. At the request and expense of Ameresco, Customer may substitute securities for the amount so retained in accordance with Public Contract Code section 22300. (1) The Parties acknowledge that, prior to the execution of this Agreement, Ameresco conducted an audit of Customer's facilities and prepared the EAR in anticipation of payment therefor under this Agreement. As provided in Section 1.3(a) of the EAR, the Energy Audit Price (as defined in the EAR) is included in the Contract Cost set forth in Section 4(a) hereof and shall be included in the first Application for Payment. The first Application for Payment shall also include the actual costs for the purchase of a Payment and Performance Bond and mobilization costs. Payments for mobilization/demobilization costs shall be made in accordance with the following schedule: (i) 60% after construction begins, and (ii) 40% after acceptance of the Notice of Completion. Page 14 of 77 -15- (2) Mobilization and demobilization shall consist of preparatory work and operations, including, but not limited to, those necessary for the move -on and move -off operations of personnel, equipment, supplies, and incidentals to the project site, for the establishment of all offices, storage yards, buildings, hook- up and disconnects for utility services, and other facilities necessary for work on the Project, and for all other work and operations including the application for and acquiring of permits from other agencies, which must be performed or costs incurred prior to beginning work on the various items of work on the Project Site. (3) When applicable, Mobilization/Demobilization shall be paid for at the Contract lump sum price bid. The lump sum price for Mobilization/Demobilization shall include full compensation for furnishing all labor, materials, tools, equipment, and incidentals, overhead, taxes, fees and profit for doing all the work involved in mobilization and demobilization. When the Contract Price does not include a contract pay item for mobilization and demobilization full compensation for any necessary mobilization and demobilization required shall be considered as included in the relevant items of work and there will be no additional costs to Customer. (4) Upon completion of the Project and receipt of the Notice of Completion (defined below) from Customer, Ameresco shall submit a final Application for Payment for release of all retainage held by Customer. Customer shall make final payment no later than thirty days after receipt of the final Application for Payment. Payment of the final Application for Payment for Phase 2 of the Project shall constitute a waiver of claims by Customer, except those arising from (i) unsettled liens, claims, security interests or encumbrances arising out of the performance of the Scope of Work; (ii) failure of the work performed by Ameresco to comply with the provisions of this Agreement; or (iii) warranty provisions in this Agreement. (b) All amounts not paid to Ameresco on or before the date which is thirty (30) days after receipt of the applicable Application for Payment shall accrue interest at the rate of twelve percent (12%) per annum for the number of days following each such due date until such time as such amount due has been paid in full. If Ameresco is prohibited by law from charging interest at the above rate but is instead limited by law to charging a maximum rate which is a lower rate, Ameresco shall charge interest at said lower rate. Page 15 of 77 -16- (c) Submission of an invoice labeled "final invoice" shall constitute a waiver of any and all claims not already submitted by Ameresco and releases Customer and its elected officials, appointees, officers, agents, employees, and volunteers from all claims and all liability for all things done or furnished in connection with the Work, and every act of Customer and its elected officials, appointees, officers, agents, employees, and volunteers relating to or arising out of the Work and related to those undisputed amounts. SECTION 5 Substantial Completion; Acceptance Phase Commissioning; Notice of Completion. (a) Substantial Completion Certificate. When Ameresco considers installation of all ECMs in a Property (or portion thereof, as applicable) to be complete, Ameresco will deliver to Customer a blank substantial completion certificate in the form of Attachment G (the "Substantial Completion Certificate"). If, following a walk-through of the Property in accordance with Section 5(b) and Section 5(c) below, Customer determines that all ECM work for the Property has been completed pursuant to the terms of the Contract Documents, Customer shall complete, execute, and deliver to Ameresco each such Substantial Completion Certificate. The date on such certificate will be the date of "Substantial Completion" for the Property or Properties listed on the certificate, and the date when Ameresco is relieved from responsibility to protect and maintain the ECM's at the then -completed Property. As used in this Agreement, the term "Substantial Completion" shall mean that all subject ECM's at a given Property have been installed by Ameresco, and, if such ECM is equipment, such equipment has been installed in accordance with the Contract Documents. (b) Requirements Preparatory To Requesting a Walk-through. A walk- through is the required procedure used by Customer to generate a Punch list prior to confirming Substantial Completion and initiating the Commissioning Phase for each Property. The following items shall be completed prior to requesting a walk-through: Remove temporary facilities from the Property. Thoroughly clean the portions of the Property affected by the Work, removing all debris, trash and excess material or equipment relating to the performance of the Work. Provide completed and signed "As -Built Drawings" (also referred to as Record Drawings or Redlines) consistent with Section 23(f) of this Agreement. Page 16 of 77 -17- (4) Provide all material and equipment maintenance and operation instructions and/or manuals. (5) Provide all tools that are a permanent part of equipment installed in the Project. (6) Provide and properly identify all keys; construction and permanent. (7) Provide all final special inspection reports required by this Agreement and applicable codes and regulations. (8) Provide all items that this Agreement requires to be supplied as extra stock. All items shall be wrapped, sealed, or placed in a container as necessary to allow for storage by Customer for future use. The amount specified in this contract shall be verified by Customer and Ameresco. (9) Ensure all certified prevailing wage rate documents and all other documents required by this Agreement and applicable codes and regulations have been submitted. (10) Ameresco shall provide Customer with any spare parts for the proposed irrigation system as specified in the Agreement (if applicable). (11) All salvaged materials have been delivered and accepted by the Customer or entity designated to receive them. (c) Walk-through and Punch list Procedure. The following procedure outlines the steps to be taken upon Ameresco's assertion that a Property is Substantially Complete: (1) When Ameresco considers that the Work and Scope of Work for a Property listed in Attachment A is substantially complete, Ameresco shall notify Customer in writing that the Property is substantially complete and request that Customer perform a walk-through for generation of a Punch list. Ameresco shall notify Customer at least seven (7) days in advance of the time the walk-through is to be performed. (2) Consistent with the relevant portions of Section 1(j)(5), Customer will determine if the Property is ready for a walk-through by verifying whether Ameresco has provided or completed all items as required by Section 5(d), "Defective and Non -Compliant Work," whether Ameresco has obtained the applicable certifications, and by evaluating completeness by inspecting the Property and the specified Work required by the Agreement. Page 17 of 77 -18- (3) Customer will facilitate a walk-through within five (5) Business Days following request from Ameresco. Any unreasonable delay in the Work resulting from the scheduling of a walk-through with Customer or Customer's representative that causes an actual delay in the Installation Schedule shall be cause for a day -for -day extension of the Installation Schedule. (4) Ameresco shall make available at the Property for walk-through attendees the plans and specifications and the technical data, such as submittals and equipment manuals. (5) Customer will generate the punch list within fifteen (15) Business Days from the date of the walk-through and submit it to Ameresco. Customer will not provide a preliminary punch list. (6) If Customer begins to generate a Punch list and finds the Property is not substantially complete as defined in this Section 5, Customer will terminate the walk-through and notify Ameresco in writing. (7) If, at any time during Customer's evaluation of the corrective Work required by the Punch list, Customer discovers that additional corrective Work is required, Customer may include that corrective Work in the Punch list. Ameresco shall be solely responsible for insuring the ECM's at the Property (consistent with Section 10(f)) and completing the corrective Work until the Project is Substantially Complete, all Punch list items have been corrected, and all operation and maintenance manuals have been accepted by Customer. (8) Customer will meet with Ameresco until all Punch list items are corrected. (9) During the 30-day stop notice/lien period that commences on the date the Notice of Completion (defined below) is recorded, Ameresco shall submit to Customer the retention billing. After Customer receives the retention billing, Customer will mail to Ameresco a "Release of Claims" form, which shall be completed by Ameresco and returned to Customer before the retention will be released. (10) Upon Acceptance (as defined below), Ameresco shall assemble and deliver to Customer all records, documents, warranties, material certifications, bonds, guarantees, maintenance and service agreements, and maintenance and operating manuals. (11) The cost of Ameresco's participation in the punch -list process shall be included in the various items of work and there shall be no additional costs to Customer. Page 18 of 77 (d) Correction of Punch List Items. Ameresco must correct defective or non -compliant Work noted in the Punch list in accordance with the Scope of Work, Customer's written instructions, and within the time limits specified by Customer. Ameresco shall correct any part of the Work that Customer finds to be defective, not compliant with the Agreement, or unsafe in any way whether or not manufactured, fabricated, installed, completed, or overlooked and accepted by Customer, or Customer's representative. Ameresco shall remove from the Property any defective or non -compliant Work if it has been rejected by Customer or Customer's representative and replace it with non -defective and conforming Work. (1) If, upon notice, Ameresco fails to immediately correct the defective or non -compliant work, or Ameresco fails to correct the defective or non- compliant Work in a manner confoiiiiing to the Agreement, Customer's representative may order Ameresco to stop all or part of the Work on the Project. Customer's right to stop the Work does not give rise to any duty on Customer's part to stop work for Ameresco's benefit or the benefit of any other party. Ameresco shall bear all direct and indirect costs and damages that result from Customer's stop work notice. (2) At the sole discretion of Customer, or Customer's representative, defective or non -compliant Work may be accepted in lieu of requiring Ameresco to correct or remove and replace the defective or non- compliant work. If Customer's representative's acceptance of defective or non -compliant Work occurs prior to final payment, Customer's representative will issue a Change Order incorporating the necessary revisions in the Agreement with respect to the defective or non- compliant work and indicating the appropriate decrease in the Contract Cost. (3) If Ameresco fails to correct, remove, or replace defective or non- compliant work within five (5) Business Days from the date of a written notice from Customer's representative, then Customer's representative, may proceed with any correction of defective or non- compliant work undertaken in accordance with this section. Customer may take corrective action at any time in the event of an emergency. Customer may remedy after five (5) Business Days (as defined in Section 7) from the date of written notice when Ameresco fails to correct the defective or non -compliant work in accordance with the Agreement. Page 19 of 77 -20- (4) When undertaking remedial action under this section, Customer may: exclude Ameresco from all or part of the Property; take possession of all or part of the Work; suspend the provision of Ameresco's Work or services; and incorporate into the Project all materials and equipment stored at the Property or for which Customer has paid, but Ameresco has stored elsewhere. (5) Customer will not allow an extension of the time to complete the Project or other applicable Project milestones because of any delay in the performance of the work attributable to Ameresco's undertaking remedial action to correct defective or non -compliant work. • In the event Ameresco fails to engage in the corrective work of defective or non -compliant Work as required by Section 5(d) of this Agreement, Ameresco shall reimburse Customer for any reasonable and customary out-of-pocket costs incurred by Customer in remedying any deficiency e.g., all reasonable and customary costs of repair or replacement of defective or non -compliant work and all costs of repair of any other Work on the Project destroyed or damaged by correction, removal, or replacement of Ameresco's defective or non -compliant work. (e) If Customer provides Ameresco with a written statement identifying specific material performance deficiencies that it wishes Ameresco to correct, Ameresco will use reasonably diligent efforts to correct all such material deficiencies and will give written notice to Customer when all such items have been corrected. The Parties intend that a Substantial Completion Certificate will be executed for the Work at each Property as soon as all Work is installed and operating at each Property. (f) Commissioning Acceptance Phase or Acceptance Period. Customer, or Customer's representative, shall, within five (5) Business Days after receipt of a request from Ameresco for a Substantial Completion Certificate undertake a commissioning acceptance phase of each ECM located at each Property listed in a Substantial Completion Certificate ("Commissioning Acceptance Phase" or "Commissioning Acceptance Period"). The Commissioning Acceptance Phase for each Property will include such stages as Check-up & Start-up, Post Measurement & Verification, Training, 0 & M Manuals, and Post Installation. Page 20 of 77 -21- (g)Notice of Completion. Once Customer has completed, executed, and delivered to Ameresco a Substantial Completion Certificate for each Property listed in Attachment A, Customer shall promptly present to the City Council notice of final completion of the Project in the form of Attachment H (the "Notice of Completion"). Acceptance of the Project will occur after approval by the City Council finding that (1) all ECM's at each Property successfully passed the Commissioning Acceptance Phase, as determined by Customer or Customer's representative, and (2) that all of the requirements contained in the Agreement have been fulfilled that concern each Property listed in Attachment A ("Acceptance"). (h)Within fifteen (15) days after Acceptance, Customer shall complete, execute and deliver to Ameresco for recordation by the San Diego County Recorder each such Notice of Completion. Customer shall not unreasonably withhold, condition, or delay the execution and delivery of any Substantial Completion Certificate or the Notice of Completion. SECTION 6 Guarantee of Solar Energy Production (a) Guaranteed Three -Year Solar Production Several capitalized, defined terms used in this Section 6 are defined in Attachment I. In addition to the system performance guarantees, energy savings guarantees, potential -to -save representations, and projected monetary values of those energy savings identified in Section F of the EAR (See Attachment B), Ameresco represents and warrants to Customer that the total three-year solar energy production, measured in kWH, generated by the six proposed photovoltaic systems will meet or exceed the Guaranteed Three - Year Solar Production as specified in Table 6(a) below: Table 6(a) Guaranteed Year 1-3 Solar Production Location kW DC kW AC Year 1 kWH Year 2 kWH Year 3 kWH Year 1-3 True Up Total kWH Police Station Arts Center Civic Center Public Library Fire Station 34 53 26 86 75 20 45 22 74 64 17 69,171 32,547 110,722 94,518 23,665 Page 21 of 77 68,687 32,319 109,947 93,856 23,500 68,206 32,093 109,177 93,199 23,335 206,064 96,959 329,846 281,573 70,500 -22- MLK Community Center 18 15 Total 278 237 22,648 353,271 22,489 350,798 22,332 348,342 67,469 1,052,411 (b)Ameresco also represents and warrants to Customer that, if Customer purchases solar production M&V Services over the Solar Term (as defined in subsection 6(i)), each year during which Customer purchases such solar production M&V Services being referred to herein as a "Solar Guarantee Year", the total solar energy production (kWH) generated by the six proposed photovoltaic systems will meet or exceed the Guaranteed Solar Production as specified in Table 6(b) below: Table 6(b) Guaranteed Solar Production Year kWH Output 1 353,271 2 350,798 3 348,342 4 345,905 5 343,484 6 341,079 7 338,692 8 336,321 9 333,967 10 331,629 11 329,308 12 327,002 13 324,713 14 322,440 15 320,183 16 317,942 17 315,716 18 313,506 19 311,312 20 309,133 Total 6,614,748 The foregoing representations and warranties set forth in Section 6(a) and Section 6(b) are hereinafter referred to collectively as the "Production Guarantee". Page 22 of 77 -23- (c) Annual Deficit and/or Annual Surplus Determination of the Annual Deficit and/or the Annual Surplus for each Solar Guarantee Year listed in Table 6(b) above shall be calculated as follows: Annual Deficit = Guaranteed kWH Output (Table 6(b)) — Actual Generation (d) Guarantee Payment At the end of each True -up Period: (1) if the net total Annual Deficits for all systems is greater than zero (0) over the True -up Period, then Ameresco shall pay to Customer an amount equal to the cumulative product of (i) the Annual Deficits and (ii) the Avoided Energy Price per kWh (a "Solar Guarantee Payment"); (2) Ameresco shall, by written statement within ninety (90) days after the end of such True -Up Period, promptly notify Customer of any Solar Guarantee Payment due. A Solar Guarantee Payment shall be payable to Customer within thirty (30) days of the date of such written statement. (e) Actual Generation Measurement The process for measuring Actual Generation for each Solar Guarantee Year shall be: (1) Initial Output Data Collection. For each Solar Guarantee Year, Ameresco will collect energy output data using its System Meter or from SDG&E utility data. For each Solar Guarantee Year, Ameresco will sum the daily kWh output provided by the System Meter or SDG&E to calculate the Actual Generation for such Solar Guarantee Year. (2) Contingency for Equipment Failure. In the event of hardware, communication, or other failure affecting the System Meter, Ameresco will make commercially reasonable efforts to resolve the failure in a timely manner. In the event that data is lost and SDG&E utility data is not available, Actual Generation shall be adjusted to compensate for such lost data: Page 23 of 77 -24- Ameresco will simulate electricity production during the missing interval utilizing the same modeling software that was used to develop the kWH savings presented in the EAR. The simulated electricity production during the missing interval, after review and approval by Customer or Customer's agent, will be added to the Actual Generation for the subject Solar Guarantee Year. (f) Avoided Energy Price The Avoided Energy Price for all Solar Guarantee years shall be $0.235/kWH. This Avoided Energy Price shall escalate for each successive Solar Guarantee Year at a compounded rate of 3.5%. (g) The Production Guarantee described in this Section is subject to, and conditioned on, Customer performing its maintenance and other obligations required under this Agreement. If Customer fails to perform, or fails to properly perform its obligations under this Agreement, or interferes with, or permits any person to take any action which may reasonably prevent the achievement of the Guaranteed Annual Solar Production, the parties shall "meet and confer" as described in subsection (g)(1) below. Ameresco may equitably adjust the Guaranteed Annual Solar Production to reflect the outcome of the "meet and confer" procedures described in subsection (g)(1) or to reflect the outcome of the dispute resolution process described in Section 12(c) below. Ameresco's rights in this Section shall not be in limitation of any other rights it possesses under this Agreement. The "meet and confer" process shall proceed as follows: (1) Either party may, by written notice referring to this Section, inform the other of the nature of any perceived interference that may prevent the achievement of the Guaranteed Annual Solar Production. Upon receipt of such a notice the other party shall respond in writing within ten (10) business days. The parties shall cooperate by providing information and answering questions to facilitate an informed discussion of the achievement of the Guaranteed Annual Solar Production. Such cooperation may involve a site visit by representatives of both parties to inspect the area perceived to prevent the achievement of the Guaranteed Annual Solar Production. If the parties are unable to agree between themselves on a resolution, such Page 24 of 77 -25- dispute shall be subject to dispute resolution pursuant to Section 12(c). (h)The Production Guarantee described in this Section 6 is also subject to, and conditioned on, Ameresco's provision of the M&V Services as contemplated hereunder. Customer acknowledges and agrees that the Guaranteed Solar Production in Section 6(b) above is based on the assumption that Ameresco will continue to provide M&V Services for solar (i.e. photovoltaic) production throughout the entire 20-year Solar Term. The M&V Services will be provided for the first three Solar Guarantee Years, automatically terminating after Solar Guarantee Year 3, unless extended or terminated at an earlier date as specified in this Agreement. Customer acknowledges and agrees that the Production Guarantee will terminate as of the date on which the expiration (or any earlier termination) of the M&V Services for solar production becomes effective. Customer shall have the right to extend the term of the M&V Services (and thus the period of the Production Guarantee) for solar production by written notice to Ameresco at least thirty (30) days prior to the expiration of the third Solar Guarantee Year. Customer shall also have the right to terminate M&V services for future Solar Guarantee Years by written notice to Ameresco at least thirty (30) days prior to the start of the new Solar Guarantee Year. Once terminated, Customer shall have the right to restart M&V services, and the Solar Term, beginning the following Solar Guarantee Year, by written notice to Ameresco at least thirty (30) days prior to the following Solar Guarantee Year. In the event of conflict between this Agreement and the EARwhen determining the Guaranteed Solar Production, or the determination of any Solar Guarantee Payment, this Agreement shall take precedence. (i) Ameresco shall provide the Production Guarantee during the Solar Term. As used in this Agreement, the "Solar Term" shall commence on the date of issuance of the Notice of Completion and expire automatically on the effective date of the expiration or earlier termination of those M&V Services for solar production as more particularly set forth in Section 6(g) above. Page 25 of 77 -26- SECTION 7 Access to Property. Customer shall provide Ameresco, its employees, agents and subcontractors access to the Property at all times, and from time to time for the purpose of fulfilling Ameresco's obligations under this Agreement. Ameresco shall coordinate any entry onto a Property at times other than, the Customer's regular business days, which are Monday through Thursday, 7:00 a.m. to 6:00 p.m. ("Business Days") with Customer's representative. SECTION 8 Changes in Work. (a) The quantity, quality, dimensions, type or other characteristics of the ECMs may be changed only by written consent of Customer and Ameresco, by the execution of a change order form in the form of Attachment F (a "Change Order Form"). In addition, the Scope of Work may be reduced or expanded including, without limitation, the addition or reduction of other energy efficiency measures and facilities not included within the ECMs scheduled on Attachment B by the execution and delivery of a Change Order Form. If Customer requests a proposal from Ameresco for a change in the Project, and subsequently elects not to proceed with the change, unless otherwise specifically agreed to in writing by both Parties, a Change Order shall not be issued and executed by Customer to reimburse Ameresco for any costs reasonably incurred for estimating time and materials described in the Scope of Work provided to date, services, design services and preparation of proposed revisions to the Agreement. Should Ameresco encounter subsurface or latent physical conditions at the site which differ materially from those indicated in documents provided by Customer, from those already known to Ameresco as a result of the EAR, as described in the Recitals section, or from those ordinarily encountered and generally recognized as inherent in work of the character provided for in this Agreement, Ameresco shall give written notice to the Customer before any such condition is disturbed or further disturbed. No claim of Ameresco under this provision will be allowed unless Ameresco has given the required notice. The Customer will promptly investigate and, if it is determined that the conditions materially differ from those which Ameresco should reasonably have been expected to discover or anticipate, the 'parties shall negotiate an equitable adjustment to the Contract Cost and time for performance, as the case may be, and, subject to Section 8(d), a Change Order form may be issued and executed by the Customer to reflect such adjustment(s). (b) (c) Page 26 of 77 _27_ (d) Ameresco and Customer may change the plans, specifications, character of the Work, or quantity of work by Change Order as provided in this Section 8, provided the total arithmetic dollar value of all such changes, both additive and deductive, does not exceed fifteen (15) percent of the Contract Cost. Should it become necessary to exceed this limitation, the change shall be by written Supplemental Agreement between Ameresco and Customer, unless both parties agree to proceed with the change by Change Order. Change Orders shall be in writing and state the dollar value of the change or establish the method of payment, any adjustment in the time of completion of the Agreement, and when negotiated prices are involved, shall provide for Ameresco' s signature indicating acceptance. SECTION 9 Ameresco Warranty; Third Party Manufacturer Warranties. (a) Ameresco warrants that the Work will be of good quality, performed consistent with good engineering practices; that the Work shall be new, unless otherwise specified in the Scope of Work; that the Work is warranted to be free from defects in materials and workmanship for a period of one (1) year from the date of execution of a Substantial Completion Certificate by Customer for the Work, on a Property by Property basis; and that the design shall be performed in accordance with the Contract Documents ("Ameresco Warranty Year"). Any manufacturers' warranties which exceed this Ameresco Warranty Year shall be assigned to Customer to the extent allowed by the manufacturer. A list of such manufacturer's warranties exceeding the Ameresco Warranty Year is set forth in Attachment D hereto. Ameresco also warrants Customer good and clear title to all equipment and materials furnished to Customer pursuant to this Agreement free and clear of liens and encumbrances. Except as provided in this Section 9, AMERESCO MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, WHETHER STATUTORY, WRITTEN, ORAL OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES AS TO THE VALUE, DESIGN, AND CONDITION OR FITNESS FOR USE OR PARTICULAR PURPOSE OR MERCHANTABILITY, REGARDING THE EQUIPMENT, ECMS OR ANY SERVICES PROVIDED HEREUNDER. (b) Page 27 of 77 _28_ (c) If within the Ameresco Warranty Year any part of the Work is found not to conform to the warranties above, or the Contract Documents, Ameresco shall, in accordance with this Agreement, in particular Section 5(d), repair promptly or replace defective equipment or materials promptly, at no cost to Customer, upon receipt of written notice from Customer within the Ameresco Warranty Year. If Ameresco so corrects defective or non -compliant Work in connection with any ECM during the Ameresco Warranty Year, the one-year term of the Ameresco Warranty Year shall, for each ECM so corrected, begin anew on the date any corrective work has been accepted by Customer and terminate one year thereafter. Customer shall not unreasonably withhold, condition, or delay acceptance of any corrected Work. SECTION 10 Customer Role and Responsibilities. (a) Operations: Customer shall operate the equipment installed hereunder in accordance with the manufacturers' recommendations and any supplemental procedures supplied to Customer by Ameresco. Maintenance: Following the date of Substantial Completion of a Property, Customer shall be responsible, at Customer's sole cost and expense, to repair and maintain (i) the equipment and all other components which comprise the ECM and (ii) all other equipment which is attached thereto and/or is integral to the proper functioning of the ECM. (c) Malfunctions: Customer shall promptly notify Ameresco after becoming aware of any malfunction in the operation of the ECMs or the equipment installed hereunder. (b) (d) Protection of ECM: Except in the case of emergency, Customer shall not remove, move, alter, turn off or otherwise significantly affect the operation of the equipment installed hereunder or the operation of the ECMs, or any individual part thereof, without the prior written approval of Ameresco, which approval shall not be unreasonably withheld. After receiving Ameresco's written approval, Customer shall proceed as instructed. Customer shall act reasonably to protect the ECMs from damage or injury, if, due to an emergency, it is not reasonable to notify Ameresco before acting. Customer agrees to protect and preserve the facility envelope and the operating condition of all ECMs, mechanical systems, and other energy consuming systems located on each Property. Page 28 of 77 -29- (e) Measurement System: Customer shall not alter, move, modify or otherwise change the measurement and verification system or any component thereof without the prior written consent of Ameresco unless such action is in accordance with operating procedures provided by Ameresco. (f) Insurance and Risk of Loss or Damage: Without limiting any of its obligations or liabilities under this Agreement, or warranties issued by Ameresco or third parties, Customer shall, at its expense, provide and maintain, as provided in this subsection, sufficient insurance against the loss or theft of or damage to the ECMs, the related equipment and all components installed hereunder, for the full replacement value thereof. At all times before issuance of the Substantial Completion Certificate with respect to each Property, Ameresco's insurance shall be primary for any and all property damage that arises during the receipt and installation of the ECMs more particularly described in the Scope of Work. Following execution and delivery of a Substantial Completion Certificate with respect to each Property, Customer assumes all risk of loss of or damage to the ECMs installed in such Property from any cause whatsoever except to the extent that such loss or damage arises from, is related to, or was caused by the negligence of Ameresco. Customer shall add the ECMs to its list of scheduled assets for which it specifically procures insurance. Upon damage to any item of the equipment installed hereunder or the ECMs, Customer shall promptly notify Ameresco and immediately place the same in good repair with the proceeds of any insurance received applied to the cost of such repair. If Customer determines that any item of the ECMs are lost, stolen, confiscated, destroyed or damaged beyond repair, Customer shall replace the same with like equipment in good repair in a timely fashion. If at any time after the date of the Notice of Completion and after Customer's complete payment to Ameresco in accordance with Section 4(a), as such amount may be modified from time to time in accordance with this Agreement, any fire, flood, other casualty, or condemnation renders a majority of the Property incapable of being occupied and renders the ECMs or the equipment installed hereunder inoperable and, in the case of a casualty, the affected portion of such ECMs or equipment is not reconstructed or restored within one hundred twenty (120) days from the date of such casualty, Ameresco and/or Customer may terminate this Agreement by delivery of a written notice to the other Party. Upon such termination, Customer shall pay Ameresco any amounts, or pro-rata portions thereof, accrued under Section 4 and Attachment E. Page 29 of 77 -30- (g) Telephone and Internet: Customer shall be responsible for installing and maintaining telephone lines and all associated costs, including internet/Ethernet charges, for the energy management system's telephone and communication lines. Ameresco may use Customer's LAN for the purposes of the energy management system. (h) Alteration: Customer shall not move, alter or change the ECMs in any way that causes a reduction in the level of efficiency or savings generated by any ECM or the equipment installed hereunder without obtaining Ameresco' s prior written approval which shall not be unreasonably withheld. Storage: Customer shall provide one (1) 10' x 20' covered, caged storage area located behind Civic Center (near the intersection of "A" Avenue and East 12th Street) to store tools and equipment for use while completing Work on the Project. Ameresco shall remove, at its cost, all items stored in such area within five (5) Business Days after Ameresco receives the Notice of Completion from Customer. Customer assumes no liability for theft, collision, fire, or damage of any kind to, or injuries resulting from storing, the temporarily stored tools and equipment. In no event shall Customer pay Ameresco for the loss of use of any temporarily stored tools and equipment, or for loss of any items left in any toolbox, container, or storage bin. Ameresco shall leave all storage areas in a neat, clean condition (free of debris, trash and excess material or equipment) as determined by Customer. (i) (j) Fuel: Customer shall procure and pay for all energy and fuel for the operation of the Property. (k) Studies: Customer shall disclose to Ameresco results of any geotechnical investigations, inspections and investigations performed by Customer at the Property prior to commencement of the Scope of Work, pertaining to mechanical, structural, sub -surface and environmental conditions. Customer acknowledges that Ameresco will rely on the correctness and completeness of such information, unless Customer expressly advised Ameresco to the contrary. (1) Customer shall appoint one or more representatives ("Customer Representative") who shall have the authority to act on behalf of Customer in respect to all matters pertaining to this Agreement. Such representative may be replaced from time to time by Customer, with written notice to Ameresco. The initial Customer Representative shall be: Page 30 of 77 -31- Stephen Manganiello Director of Public Works/City Engineer 1243 National City Boulevard National City, CA 91950 Telephone: (619)-336-4382 SManganiello@nationalcityca.gov If initial Customer Representative is unavailable, the secondary Customer Representative shall be: Kuna Muthusamy Assistant Director of Engineering / Public Works 1243 National City Boulevard National City, CA 91950 Telephone: (619)-336-4383 kMuthusamy@nationalcityca.gov SECTION 11 Defaults by Customer and Ameresco. (a) Customer shall be in default under this Agreement upon the occurrence of any of the following: (1) Customer fails to pay when due any amount to be paid under this Agreement and such failure continues for a period of five (5) Business Days after notice of overdue payment is delivered by Ameresco to Customer; or (2) any representation or warranty made by Customer in this Agreement or in any writing delivered by Customer pursuant hereto proves at any time to have been false, misleading or erroneous in any material respect as of the time when made; or (3) Customer fails to perform or meet any of its required duties or obligations under this Agreement and fails to cure such failure, and the effects of such failure, within thirty (30) days of receipt of written notice of default, unless such failure or the effects of such failure cannot be completely cured within thirty (30) days after said written notice, in which case a default shall exist only if Customer does not commence and diligently pursue to cure such failure, or the effects of such failure, as soon as possible; or Page 31 of 77 -32- (4) Customer goes into receivership, or makes an assignment for the benefit of creditors whether voluntary or involuntary, or a petition is filed by or against Customer under any bankruptcy, insolvency or similar law and such petition is not dismissed within sixty (60) days. (b) Ameresco shall be in default under this Agreement upon the occurrence of either of the following: (1) Ameresco fails to perform or meet any of its required duties or obligations under this Agreement and fails to cure such failure, or the effects of such failure, within thirty (30) days of receipt of written notice of default, unless such failure, or the effects of such failure, cannot be completely cured within thirty (30) days after said written notice, in which case a default shall exist only if Ameresco does not commence and diligently pursue to cure such failure, or the effects of such failure, as soon as possible; or (2) any representation or warranty made by Ameresco in this Agreement or in any writing delivered by Ameresco pursuant hereto proves at any time to have been false, misleading or erroneous in any material respect as of the time when made; or (3) Ameresco goes into receivership, or makes an assignment for the benefit of creditors whether voluntary or involuntary, or a petition is filed by or against Ameresco under any bankruptcy, insolvency or similar law and such petition is not dismissed within sixty (60) days. SECTION 12 Remedies for Defaults. (a) In the event Customer defaults under this Agreement, Ameresco may, subject to the dispute resolution procedures in Section 12(c) below: (1) bring actions for any remedies available at law or in equity or other appropriate proceedings for the recovery of direct damages, (including amounts past due), and/or bring an action in equity for specific performance; or (2) require Customer to pay (and Customer agrees that it shall pay) all out-of- pocket costs and expenses incurred by Ameresco as a result (directly or indirectly) of the event of default and/or Customer's actions under this Page 32 of 77 -33- Agreement, including, without limitation, any attorneys' fees and expenses and all costs related to the repossession, safekeeping, storage, repair, reconditioning or disposition of any ECMs; or (3) without recourse to legal process, Ameresco may terminate this Agreement by delivery of written notice of termination. (b) In the event Ameresco defaults under this Agreement, Customer may, subject to the dispute resolution procedures in Section 12(c) below: bring actions for any remedies available at law or in equity or other appropriate proceedings for the recovery of direct damages, (including amounts past due), and/or bring an action in equity for specific performance; or (2) require Ameresco to pay (and Ameresco agrees that it shall pay) all out- of-pocket costs and expenses incurred by Customer as a result (directly or indirectly) of the event of default and/or Ameresco' s actions under this Agreement, including, without limitation, any attorneys' fees and expenses and all costs related to the repossession, safekeeping, storage, repair, reconditioning or disposition of any ECMs; or without recourse to legal process, Customer may terminate this Agreement by delivery of written notice of termination. (c) If claims, disputes or other matters in controversy ("Claims") arise concerning this Agreement, a representative from management of both Parties may meet in person or by phone within ten Business Days after either Party gives the other Party written notice of the dispute (the "Dispute Notice"). The Dispute Notice shall set forth in reasonable detail the aggrieved party's position and its proposal for resolution of the dispute. If the dispute is not resolved within 30 calendar days after the first meeting of the Parties, then the Parties may endeavor to resolve their Claims by non -binding mediation. A request for mediation shall be made in writing, delivered to the other Party and filed with the person or entity administering the mediation. The request may be made concurrently with the filing of any and all remedies at law or in equity, but, in such event, mediation shall proceed in advance of any other proceedings filed in a judicial forum, which shall be stayed pending the results of the mediation. The Parties shall share the fees of the mediation equally. The mediation shall be held in the city/town of San Diego, CA. If the parties do not resolve the Claims through informal dispute resolution or mediation, either Party is free to use any other (1) (3) Page 33 of 77 -34- available remedy in law or at equity. SECTION 13 [Intentionally omitted.] SECTION 14 Term; Termination. (a) Notwithstanding Section 6, the "Term" of this Agreement shall be the period of time commencing on the date of execution of this Agreement and expiring upon the expiration or earlier termination of the Solar Term or as otherwise provided in this Section 14. At any time after the date of recording of the Notice of Completion, Customer may terminate this Agreement upon thirty (30) days prior written notice to Ameresco, provided that Customer has paid to Ameresco all amounts due, subject to Section 32, as set forth in Section 4 and on Attachment E (other than amounts due for future performance by Ameresco). Customer shall provide notice to Ameresco of its election to terminate no later than thirty (30) days in advance of the end of the then current performance period year. The termination shall become effective on the last day of said performance period year. The termination of this Agreement by Customer for any reason permitted in this Agreement, including, without limitation, as provided in Sections 1, 3, 10, 12, 14, and 15 hereof, shall release Ameresco from its obligation to provide maintenance, monitoring and training services after the effective date of termination, as well as its obligation to provide the Production Guarantee after the termination effective date; provided, however, that Customer is responsible for payment for maintenance, execution of services described in the Scope of Work and training services performed in accordance with the terms of this Agreement prior to the termination date and Ameresco shall remain responsible for any payments due to Customer under applicable provisions of this Agreement for periods prior to the termination effective date. SECTION 15 Insurance and Bonds. (a) Liability Insurance (i) General. Ameresco shall obtain, and at all times during performance of the Scope of Work, maintain all of the insurance described herein. Surety companies and insurance companies shall familiarize themselves with all of the conditions and provisions of the Contract Documents (as defined in Page 34 of 77 -35- Section 23 below), and they waive the right of special notification of any change or modification of the Contract Documents or of decreased or increased work or of the cancellation of the Contract, or of any other acts by Customer or any other additionally insured, under the terms of the Contract. Notwithstanding the provisions of any other contract or agreement, the failure of any surety company or insurance company to receive notification of any of the aforesaid changes shall in no way relieve the surety company or insurance company of its obligations under the Agreement. (ii) Employer's Liability Insurance. Ameresco shall provide during the life of this Agreement, Employer's Liability Insurance, including Occupational Disease, in the amount of, at least, one million dollars ($1,000,000.00) per person per accident. Ameresco shall provide Customer with a certificate of Employer's Liability Insurance before commencing work on the project. Such insurance shall comply with the provisions of the Contract Documents. The policy shall be endorsed, if applicable, to provide a Borrowed Servant/Alternate Employer Endorsement and contain a Waiver of Subrogation in favor of Customer. (iii) Commercial General Liability Insurance. Ameresco shall procure and maintain during the life of this Agreement and for such other period as may be required herein, at its sole expense, "occurrence" form Commercial General Liability insurance coverage, at least as broad as the most current ISO CAL Form 00 01 including but not limited to, premises liability, contractual liability, products/completed operations, personal and advertising injury, independent contractors, Completed Operations/Products (for ten [10] years after final completion) and Blanket Contractual, which may arise from or out of Ameresco's operations, use, and management of the Site, or the performance of its obligations hereunder. The policy shall not contain any exclusion contrary to this Agreement including but not limited to endorsements or provisions limiting coverage for (1) contractual liability (including but not limited to ISO CG 24 26); or (2) cross -liability for claims or suits against one insured against another. Policy limits shall not be less than Five Million Dollars ($5,000,000) per occurrence for bodily injury, personal injury and property damage and general aggregate limit of not less than Ten Million Dollars ($10,000,000) providing at least all of the following minimum coverage (with deductibles or self -insured retentions not to exceed $100,000). If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general Page 35 of 77 -36- aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. Defense costs shall be paid in addition to the limits. (iv) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. The limits set forth herein shall not be construed to relieve Ameresco from liability in excess of such coverage, nor shall it limit Ameresco's indemnification obligations to Customer and others, and shall not preclude Customer from taking such other actions available to Customer under other provisions of the Contract Documents or law. (v) Ameresco shall cause any and all of its subcontractors engaged in the performance of the Scope of Work or Work under this Agreement to provide and maintain types and amounts of insurance coverage and limits of liability, consistent with industry custom and practice, and agreed to by Customer, commensurate to the type of work to be performed and exposure to risk. If any subcontractor's coverage does not comply with the foregoing provisions, Ameresco shall indemnify and hold Customer and its employees, officers, agents, officials, and volunteers harmless from any damage, loss, cost, or expense, including reasonable attorneys' fees), incurred by the aforementioned as a result of any third party claims for personal bodily injury or property damage. The provisions in this section shall not be limited in any way by the amount of insurance obtained by the affected subcontractor. (vi) All general liability policies provided pursuant to the provisions of this Article shall comply with all the provisions of the Contract Documents. (vii) All general liability policies shall be written to apply to all bodily injury, including death, property damage, personal injury, owned and non -owned equipment, blanket contractual liability, completed operations liability, explosion, collapse, under -ground excavation, removal of lateral support, asbestos removal (under the Contractor's Pollution Liability Policy under Section 1 5(a)(x) below only), and other covered loss, however occasioned, occurring during the policy term, and shall specifically insure the performance by Ameresco of that part of the indemnification contained in Section 15 of this Agreement relating to liability for injury to or death of persons and damage to property. If the coverage contains Page 36 of 77 -37- one or more aggregate limits, a minimum of 50% of any such aggregate limit must remain available at all times; if over 50% of any aggregate limit has been paid or reserved, Customer may require additional coverage to be purchased by Ameresco to restore the required limits. Ameresco may combine primary, umbrella, and as broad as possible excess liability coverage to achieve the total limits indicated above. Any umbrella or excess liability policy shall follow form of the underlying policy and include the additional insured endorsement described in the Contract Documents. (viii) Automobile Liability Insurance. Ameresco shall take out and maintain at all times during the term of this Agreement a comprehensive "occurrence" form Automobile Liability Insurance at least as broad as ISO CA 00 01 (Any Auto) in the amount of, at least, five million dollars ($5,000,000) (or current limit carried, if higher) combined single limit for bodily injury and property damage, providing at least all of the following coverage (with deductibles or self -insured retentions not to exceed $25,000). Such insurance shall provide coverage for bodily injury and property damage including coverage for owned, non -owned and hired vehicles, in a form and with insurance companies acceptable to Customer. Limits may be satisfied through a combination of primary and excess policies. Such insurance shall comply with the provisions of the Contract Documents. (ix) Builder's Risk ("All Risk"). It is Ameresco's responsibility to maintain or cause to be maintained Builder' s Risk ["All Risk"] extended coverage insurance on all work, material, equipment, appliances, tools, and structures that are or will become part of the Work and subject to loss or damage by fire, and vandalism and malicious mischief, in an amount to cover 100% of the replacement cost. Customer accepts no responsibility for the Work until the date on which Customer executes and delivers the Notice of Completion with respect to the Work. Ameresco shall provide a certificate evidencing this coverage before commencing performance of the Work. The named insureds shall be Ameresco, all Subcontractors of any tier (excluding those solely responsible for design work), suppliers, and Customer, its elected and appointed officers, agents, officials, employees, and volunteers, as their interests may appear. Ameresco shall not be required to maintain property insurance for any portion of the Page 37 of 77 -38- Work following Customer's execution and delivery of the Notice of Completion. Policy shall be provided for replacement value on an "all risk" basis. There shall be no coinsurance penalty provision in any such policy. Policy must include: (1) coverage for any ensuing loss from faulty workmanship, nonconforming work, omission or deficiency in design or specifications; (2) coverage against machinery accidents and operational testing; (3) coverage for removal of debris, and insuring the buildings, structures, machinery, equipment, materials, facilities, fixtures and all other properties constituting a part of the Project; (4) transit coverage, including ocean marine coverage (unless insured by the supplier), with sub -limits sufficient to insure the full replacement value of any key equipment item; and (5) coverage with sub -limits sufficient to insure the full replacement value of any property or equipment stored either on or off the Site. Such insurance shall be on a form acceptable to Customer to ensure adequacy and sublimit. In addition, the policy shall meet the following requirements: 1) Insurance policies shall be so conditioned as to cover the performance of any extra work performed under the Agreement. 2) Coverage shall include all materials stored on site and in transit. Such insurance, certificates and endorsements shall comply with all provisions of the Contract Documents. (x) Contractor's Pollution Liability $1,000,000 per claim and in the aggregate. (xi) Form and Proof of Carriage of Insurance. Any insurance carrier providing insurance coverage required by the Contract Documents shall be admitted to and authorized to do business in the State of California unless waived, in writing, by Customer's Risk Manager. Carrier(s) shall have an A.M. Best rating of not less than an A-:VII. Insurance deductibles or self -insured retentions must be declared by Ameresco, and such deductibles and retentions shall have the prior written consent from Customer. If umbrella or excess liability coverage is used to meet any required limit(s) specified herein, Ameresco shall provide a "follow form" endorsement satisfactory to Customer indicating that such Page 38 of 77 coverage is subject to the same terms and conditions as the underlying liability policy. (xii) Ameresco shall cause its insurance carrier(s) to furnish Customer with a properly executed original Certificates(s) of Insurance and certified original copies of Endorsements effecting coverage as required herein, showing such insurance is in full force and effect. (xiii) Customer, its officials, officers, employees, agents ,and volunteers shall be named as Additional Insureds on Ameresco's All Risk policy and on Ameresco' s and its subcontractors' policies of Commercial General Liability and Automobile Liability insurance using, for Ameresco's policy/ies of Commercial General Liability insurance, ISO CG forms 20 10 and 20 37 (or endorsements providing the exact same coverage), and, for subcontractors' policies of Commercial General Liability insurance, ISO CG form 20 38 (or endorsements providing the exact same coverage). (xiv) All of the following endorsements are required to be made a part of each of the above described policies: 1) "Thirty (30) days prior written notice of cancellation, except ten (10) days for nonpayment of premium, shall be given to Customer in the event of cancellation and/or reduction in coverage of any nature. Such notice shall be sent to: Stephen Manganiello, Director of Public Works/City Engineer City of National City 1243 National City Blvd. National City, CA 91950 With a copy to: Mike Gomez, Risk Manager (Liability) City of National City 140 East 12th Street, Suite A National City, CA 91950 2) "All policies of insurance shall contain a provision under which the insurance carrier waives its rights of subrogation with Page 39 of 77 -40- respect to Customer and the other parties named as additional insureds in this section." Certificates of Insurance on Acord Form 25 or other Customer approved form, shall be submitted to the City Engineer and Risk Manager prior to commencement of the Work. Ameresco shall provide one copy of each required Certificate of Insurance for each copy of the Agreement. Ameresco shall furnish copies of separate certificates and endorsements for each Subcontractor. Ameresco agrees to furnish promptly to Customer originals of any endorsements issued after execution of the Agreement amending Ameresco's coverage or limits. Ameresco further agrees that, upon receipt of any notice of cancellation or alteration, Ameresco shall procure, within ten (10) days, other policies of insurance similar in all respects to the policy or policies about to be canceled or altered. If Ameresco fails to provide acceptable policies of insurance, Customer may obtain such insurance at the cost and expense of Ameresco. Ameresco and its insurance carriers shall provide a Waiver of Subrogation in favor of Customer. The Certificates(s) and policies of insurance shall contain or shall be endorsed to contain the covenant of the insurance carrier(s) that it shall provide no less than thirty (30) days written notice, except ten (10) days for nonpayment of premium, shall be given to Customer prior to any nonrenewal or cancellation of such insurance. In the event of a nonrenewal or cancellation of coverage, Customer may terminate the Agreement or stop the Work in accordance with the Contract Documents, unless Customer receives, prior to such effective date, another properly executed original Certificate of Insurance and original copies of endorsements evidencing coverage's set forth herein and the insurance required herein is in full force and effect. Ameresco shall not take possession, or use the Site, or commence operations under this Agreement until Customer has been furnished original Certificate(s) of Insurance and certified original copies of endorsements or policies of insurance including all endorsements and any and all other attachments as required in this section. The original endorsements for each policy and the Certificate of Insurance shall be signed by an individual authorized by the insurance carrier to do so on its behalf. With the exception of Workers Compensation, Certificate(s) of Insurance, policies and endorsements shall so covenant and shall be construed as primary, Page 40 of 77 -41- and Customer's insurance and/or deductibles and/or self -insured retentions or self -insured programs shall not be construed as contributory. Ameresco shall provide endorsement(s) to this effect, using ISO CG form 20 01 or endorsement(s) providing the required coverage, at Customer's request. Customer reserves the right to adjust the monetary limits of insurance coverage during the term of this Agreement including any extension thereof if in Customer's reasonable judgment, the amount or type of insurance carried by Ameresco becomes inadequate. Ameresco shall require all tiers of sub -contractors working under this Agreement to provide the insurance required under this Section unless otherwise agreed to in writing by Customer. (b) Performance & Payment Bonds: (i) The successful bidder shall deliver to Customer two fully executed, identical counterparts of the Performance Bond and Payment (Labor and Materials) Bond in the form supplied by Customer and included in the Contract Documents. Each bond shall be for one hundred percent (100%) of the Agreement Price. The surety insurer shall be admitted to transact surety business in the State of California, in accordance with Code of Civil Procedure section 995.120. Personal sureties and unregistered surety companies are unacceptable. (ii) Before execution of the Agreement, the Bidder shall file Payment Bond and the Performance Bond with Customer to be approved by the Board in the amounts and for the purposes noted below. Bonds issued by a surety who is listed in the latest version of US. Department of Treasury Circular 570, who is authorized to issue bonds in California, and whose bonding limitation shown in said circular is sufficient to provide bonds in the amount required by the Agreement shall be deemed to be approved unless specifically rejected by Customer. Bonds from all other sureties shall be accompanied by all of the documents enumerated in the Code of Civil Procedure, Section 995.660 a). The Bidder shall pay all bond premiums, costs, and incidentals. (iii) Each bond shall incorporate, by reference, the Agreement and be signed by both the Bidder and the Surety. The signature of the authorized agent of the Surety shall be notarized. Page 41 of 77 _42_ (iv) The Bidder shall provide two (2) good and sufficient surety bonds. The "Payment Bond" (Material and Labor Bond) shall be for not less than 100 percent of the Agreement Price, to satisfy claims of material suppliers and mechanics and laborers employed by it on the Work. The Payment Bond shall be maintained by Ameresco in full force and effect until Customer's execution and delivery of the Notice of Completion and until all claims for materials and labor are paid, and shall otherwise comply with the Civil Code. The "Performance Bond" shall be for 100 percent of the Agreement Price to guaranty faithful performance of all work, within the time prescribed, in a manner satisfactory to Customer, and that all materials and workmanship will be free from original or developed defects. The bond must remain in effect until the end of the initial Ameresco Warranty Year set forth in Section 9(a) of this Agreement. (v) Should any bond become insufficient, Ameresco shall renew the bond within 10 days after receiving notice from Customer. Should any surety at any time be unsatisfactory to Customer, notice to that effect will be given to Ameresco. No further payments shall be deemed due or will be made under the Agreement until a new surety qualifies and is accepted by Customer. (vi) Changes in the Work or extensions of time, made pursuant to the Agreement, shall in no way release Ameresco or the Surety from its obligations. As a condition of providing a bond for this project the Surety waives any notice requirements of such changes in the Work or extensions of time. (vii) The Payment Bond and the Performance Bond shall only apply to the installation portion of this Agreement and do not apply in any way to energy savings guarantees, payments or maintenance or operational provisions, except that the Performance Bond shall guarantee that the installation will be free of defective materials and workmanship during the initial Ameresco Warranty Year. SECTION 16 Indemnification. (a) Anything in this Agreement to the contrary notwithstanding, neither Party nor its respective officers, directors, agents, employees, parent, subsidiaries or Page 42 of 77 -43- affiliates or their officers, directors, agents, employees, or volunteers shall be liable to any other Party, or its parent, subsidiaries, affiliates, officers, directors, agents, employees, volunteers, successors or assigns, or their respective insureds, for any incidental, indirect, punitive or consequential damages, connected with or resulting from performance or non-performance of this Agreement (irrespective of whether such claim of liability is based upon breach of warranty, strict liability, tort, contract, operation of law or otherwise) or anything done in connection therewith including, without limitation, claims in the nature of lost revenues, income or profits (other than payments expressly required and properly due under this Agreement), and increased expense of, reduction in or loss of power generation production or equipment used therefor. (b) Ameresco' s liability in contract under this Agreement shall in all cases be limited to damages with respect to claims arising out of the performance or nonperformance of Ameresco' s obligations under this Agreement Ameresco's liability to Customer in tort (including negligence) shall, in all cases, not be limited to the proceeds of insurance maintained by Ameresco pursuant to the requirements of this Agreement. To the fullest extent per Knitted by law, Ameresco shall protect, indemnify, defend (with counsel selected and reasonably satisfactory to the party being held harmless and indemnified) and hold harmless Customer, and its elected officials, appointees, officers, agents, and employees (hereafter referred to individually as the "indemnitee" and collectively as the "indemnitees", from and against any and all types of liability, causes of action, claims, damages, demands, losses, expenses (including, but not limited to reasonable attorneys' fees and legal costs) (collectively, "Losses") from or to third parties and attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property, arising out of or resulting from, either directly or indirectly: (i) Ameresco's negligence with respect to the performance of the Work; (ii) defective or non -compliant Work; or (iii) the occurrence of either (or both) of the following: a. violations of or a failure to comply with any safety order, rule, code or regulation, or b. any and all liens, stop notices, charges of every type, nature or kind which may be at any time filed or claimed against the Project or any (c) Page 43 of 77 -44- portion thereof, or Customer as a consequence of acts of Ameresco, his Subcontractors, material suppliers or others for which they are responsible, provided that Customer is not in default of its payment obligations under the Agreement; (iv) any equal opportunity, unemployment, withholding, social security, workers' compensation or other employee benefit claims with respect to Ameresco or any Subcontractor arising out of the Work; or (v) violation of any local, State or Federal law, regulation or code by Ameresco or any Subcontractor. (vi) any intentional act by Ameresco or any of Ameresco's subcontractors of any tier, suppliers, employees, agents, officers, owners, consultants and volunteers. (vii) Customer shall require any other contractor or subcontractor who may have a contract on this Project with Customer to perform work in the areas where Work will be performed under this Agreement to agree to indemnify Customer and Ameresco, and hold them harmless from all claims for bodily injury and property damage that may arise from that contractor's or subcontractor's operations. This indemnity obligation shall apply notwithstanding any negligent or intentional acts, errors or omissions of any indemnitee, but Ameresco's obligation to pay Losses shall be reduced in proportion to the percentage by which any indemnitee's negligent or intentional acts, errors or omissions caused the Losses. Such obligation shall not be construed to negate, abridge or otherwise reduce any other right or obligation of indemnity which would otherwise exist as to any party or person described in this section. Such indemnification and hold harmless shall include all defense -related fees and costs associated with the defense of each and every indemnitee, by counsel selected by each and every indemnitee and reasonably acceptable to Ameresco. In any and all claims against Customer and its elected officials, appointees, officers, agents, and employees by any employee of Ameresco, any Subcontractor, any supplier of Ameresco or Subcontractors, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the indemnification obligation under this section shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for Ameresco or any Subcontractor or any supplier of Page 44 of 77 either of them under workers' or workmen's compensation acts, disability benefit acts or other employee benefit acts. The provisions in this section shall survive the termination or expiration of the Agreement until such time as action against any indemnitee on account of the matter covered by the indemnity is barred by the applicable statute of limitations, and shall not be limited in any way by the amount of insurance coverage obtained by Ameresco or any indemnitee. SECTION 17 Agreement Interpretation and Performance. The interpretation and performance of this Agreement, and the interpretation and enforcement of the rights of the Parties hereunder, shall be construed in accordance with and governed by the laws of the State of California. In the event of any ambiguity or conflict in meaning, the terms of this Agreement shall not be construed against the drafting Party based upon that Party's having drafted this Agreement. SECTION 18 Privileged and Proprietary Information. Customer may from time to time communicate to Ameresco certain confidential information to enable Ameresco to effectively perform the services to be provided herein. To the extent permitted by law, Ameresco shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of Customer. Ameresco shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services to be provided herein. The foregoing obligation of this Section 18, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of Ameresco, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of Ameresco without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to Ameresco by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. Ameresco shall not disclose any reports, recommendations, conclusions or other results of the services or the existence of the subject matter of this Agreement without the prior written consent of Customer. In its performance hereunder, Ameresco shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm or corporation. Ameresco shall be liable to Customer for any damages caused by breach of this condition, pursuant to the provisions of this Section 18. Page 45 of 77 -46- Customer is subject to the Public Records Act and this Section 18 is not intended to impede or impair Customer's requirements or obligations under that Act. If Customer receives a request for a copy of any information or documentation which Ameresco has indicated, by written notice to Customer, Ameresco considers confidential and proprietary, Customer shall notify Ameresco so that Ameresco may, at Ameresco's sole cost and expense, seek relief from compliance with such request. SECTION 19 Severability. Any term or provision of this Agreement that is declared invalid by any court of competent jurisdiction, shall not affect the validity or enforceability of the remaining terms and provisions of this Agreement. SECTION 20 Assignments and Subcontracting. (a) Ameresco may elect to use subcontractors and/or subconsultants in meeting its obligations hereunder. A subcontractor is a person or entity who has a direct contract with Ameresco to perform any effort in connection with the Work. The term Subcontractor does not include any separate contractors employed by Customer or such separate contractors' subcontractors. For the purposes of this Agreement, no contractual relationship shall exist between Customer and any Subcontractor. Ameresco shall be responsible for the management of its Subcontractors in their performance of their Work. (b) Customer shall not assign, transfer, or otherwise dispose of, in whole or in part, this Agreement, the ECMs, or any interest therein, or sublet or lend the ECMs or permit the ECMs to be used by anyone other than Customer, Customer's tenants at any Property and Customer's employees without the prior express written consent of Ameresco (or, if applicable, the Lessor) such consent not to be unreasonably withheld, conditioned or delayed. Ameresco shall not assign this Agreement, in whole or in part, to any other party without first obtaining the written consent of Customer. The foregoing notwithstanding, Ameresco may assign, without the prior written consent of Customer, its (i) rights and obligations under this Agreement, in whole or in part, to any affiliated or associated company of Ameresco and (ii) rights for payments under this Agreement to any financial institution, lender or investor in connection with a leasing or financing arrangement for the ECMs. Ameresco will notify Customer ten (10) Business Days prior to any such assignment and (c) Page 46 of 77 -47- Customer agrees to acknowledge receipt of such notice in writing within three (3) Business Days after such notice. SECTION 21 Waiver. The failure of either Party to require compliance with any provision of this Agreement shall not affect that Party's right to later enforce the same. It is agreed that the waiver by either Party of performance of any term of this Agreement or of any breach thereof will not be held or deemed to be a waiver by that Party of any subsequent failure to perform the same or any other term or condition of this Agreement or any breach thereof. SECTION 22 Force Majeure. (a) If either Party shall be unable to carry out any part of its obligations under this Agreement (except Customer's obligation to make payments when due) due to causes beyond its control ("Force Majeure"), including but not limited to an act of God, strikes, lockouts or other industrial disturbances, acts of public enemies, acts of terrorism, orders or restraints of any kind of the government of the United States or any state or any of their departments agencies or officials or any other civil governmental, military or judicial authority, war, blockage, insurrection, riot, sudden action of the elements, fire, explosion, flood, earthquake, storms, drought, landslide, or explosion or nuclear emergency, utility power outage, this Agreement shall remain in effect but the affected Party's obligations shall be suspended for a period equal to the disabling circumstances, provided that: (1) the non -performing Party gives the other Party prompt written notice describing the particulars of the Force Majeure, including but not limited to the nature of the occurrence and its expected duration, and continues to furnish timely regular reports with respect thereto during the period of Force Majeure; (2) the suspension of performance is of no greater scope and of no longer duration than is required by the Force Majeure; no obligations of either Party that arose before the Force Majeure causing the suspension of performance are excused as a result of the Force Majeure; (4) the non -performing Party uses reasonable efforts to remedy its inability to perform; and (3) Page 47 of 77 _48_ (5) the Term, shall be extended for a period equal to the number of days that the Force Majeure prevented the non -performing Party from performing. (b) Any decision by Customer to close or change the use of the facilities or ECMs at the Property shall not constitute a Force Majeure excusing Customer's performance under this Agreement, unless such decision to close or change the use of the facilities or ECMs at a Property is itself the direct result of an event of Force Majeure as described herein. SECTION 23 Contract Documents; Ownership of Design Documents. (a) The Contract Documents consist of this Agreement and its Attachments (A-K), which include various exhibits, schedules, and addenda. (b) Upon execution of this Agreement by both Parties, this Agreement and its Attachments (including the EAR attached as Attachment B hereto) shall constitute the entire Agreement between the Parties relating to the subject matter hereof, and shall supersede all proposals, previous agreements, discussions, correspondences, and all other communications, whether oral or written, between the Parties relating to the subject matter of this Agreement. (c) Section headings used herein are for the convenience of reference only and are not to be construed as a part of this Agreement. (d) This Agreement may not be modified or amended except in writing signed by the Parties. (e) All documents and specifications and the EAR ("Project Information") prepared and furnished by Ameresco pursuant to this Agreement and specifically developed for the Project site with the Customer's funds shall become the property of Customer upon completion of the Project. Ameresco shall retain file copies of such information as required by law and standards of its professional practice. If Customer reuses the Project Information for purposes other than directly related to the Project, it does so at its own risk. In such event, except as provided in Section 18 of this Agreement, the name and seal of Ameresco' s design professionals shall be removed and Ameresco and its design professionals shall not be liable to Customer or third parties for such re- use. Page 48 of 77 -49- (f) Record Drawings (Red -line As -built drawings). Accurate and legible records shall be kept on a set of contract drawings of all changes of Work, which occur during construction. Ameresco shall record, by dimension and/or scale drawings, all wiring, conduits and pull boxes as actually installed. All information necessary to maintain and/or service any concealed work shall be noted on these record drawings. Such records shall be kept up to date with all entries checked by the Customer Engineer before the Work is buried or covered up. Upon completion of the Work for each Property (but prior to acceptance of the Work), Ameresco shall deliver to Customer two sets of complete "As Built" record drawings. Customer reserves the right to request interim prints of the "As-Builts" record drawing when Ameresco submits periodic application for payment in order to verify the accuracy and timeliness of recording the actual construction conditions. If Ameresco' s "As Built" documentation is not satisfactory to Customer, or Customer's representative, this deficiency may be cause to delay approval of the periodic or final payment applications until the deficiencies are resolved to Customer's satisfaction. If Ameresco fails to keep adequate As -Built Drawings, Customer, or Customer's representative, may take any and all measures necessary to create proper and acceptable As -Built drawings through any means that Customer, or Customer's representative, deems appropriate including hiring a qualified third party. All costs incurred by Customer to develop and produce As -Built drawings shall be deducted from amounts due to Ameresco. Precedence of Contract Documents. If there a conflict between any of the Contract Documents, the documents highest in precedence shall control. A conflict is where one item is shown differently in two locations and both indications of the item cannot be constructed, produced, or interpreted consistently. An omission of an item in one area of the plans, specifications or Contract Documents, but shown in another, is not a conflict but shall be considered included in all. The precedence of the Contract Documents shall be as follows: (g) (1) Permits of other agencies as may be required by law. (2) California Building, Mechanical, Electrical and Plumbing codes. (3) Change Orders and Supplemental Agreements; whichever occurs last. (4) Agreement & Exhibits (other than the EAR). (5) EAR Page 49 of 77 -50- (6) Statement of Qualifications & Ameresco's Responses to SOQ (7) Project Special Provisions (8) Project Plans SECTION 24 Notices. All notices, requests, demands, claims and other communications hereunder shall be in writing. Any notice, request, demand, claim or other communication hereunder (other than regularly scheduled payments) shall be deemed properly given or made upon receipt if delivered in person or sent by electronic facsimile with regular mail follow- up, or two Business Days after being deposited in the mail if sent by registered or certified mail, return receipt requested, postage prepaid, or the next business day if sent by overnight delivery service, in each case, addressed as follows: CITY OF NATIONAL CITY AMERESCO, INC. Stephen Manganiello Director of Public Works/City Engineer 1243 National City Boulevard National City, CA 91950 (619)-336-4382 (619)-336-4397 SManganiello@nationalcityca.gov And to: 60 East Rio Salado Parkway, Suite 1001 Tempe, AZ 85281 Attention: Dominic Palma Facsimile: 480-499-9170 Kuna Muthusamy Assistant Director of Engineering/Public Works 1243 National City Boulevard National City, CA 91950 (619)-336-4383 (619)-336-4397 kMuthusamy@nationalcityca.gov With a copy to: Page 50 of 77 With a copy to: AMERESCO, INC. 111 Speen Street, Suite 410 Framingham, MA 01701 Attention: General Counsel Facsimile: 508-598-3219 -51- Office of the City Attorney City Attorney 1243 National City Boulevard National City, CA 91950 (619)-336-4220 (619)-336-4327 attorney@nationalcityca.gov Either Party may change such address from time to time by written notice to the other Party. SECTION 25 Records. To assist Ameresco in its performance of this Agreement, Customer shall (to the extent it has not already done so) furnish (or cause its energy suppliers and transporters to furnish) to Ameresco, upon its request, accurate and complete data (kept by Customer or Customer's energy suppliers and transporters in the regular course of their respective businesses) concerning energy usage for the existing facilities at the Property. Such records shall include, without limitation, the following data for the most current thirty-six (36) month period: (i) utility records; (ii) occupancy information; (iii) descriptions of any changes in building structure or heating, cooling or other systems or energy requirements; (iv) descriptions of all energy consuming or saving equipment used on Property; and (v) descriptions of all energy management procedures presently utilized. If requested by Ameresco, Customer shall also provide any prior energy analyses of the Property to the extent reasonably available. SECTION 26 Representations and Warranties. Each Party warrants and represents to the other that: (a) it has all requisite power, authority, licenses, permits and franchises, corporate or otherwise, to execute and deliver this Agreement and perform its obligations hereunder; its execution, delivery and performance of this Agreement have been duly authorized by, and are in accordance with, as to Ameresco, its organic instruments and, as to Customer, by all requisite municipal, city council or other action and are not in breach of any applicable law, code or regulation; (c) this Agreement has been duly executed and delivered by the signatories so authorized, and constitutes its valid and binding obligation; (b) Page 51 of 77 -52- (d) its execution, delivery and performance of this Agreement shall not result in a breach or violation of, or constitute a default under, any agreement, lease or instrument to which it is a party or by which it or its properties may be bound or affected; (e) it has not received any notice of, nor to the best of its knowledge there is no, pending or threatened violation of any applicable laws, ordinances, regulations, rules, decrees, awards, permits or orders which would materially adversely affect its ability to perform its obligations hereunder; and (f) the persons executing this Agreement are duly authorized to do so. (g) Customer represents and warrants to Ameresco that Customer has obtained all necessary governmental, legal, administrative and any other approval necessary for it to enter into this Agreement. SECTION 27 Independent Contractor. Nothing in this Agreement shall be construed as reserving to Customer any right to exercise any control over or to direct in any respect the conduct or management of business or operations of Ameresco. The entire control or direction of such business and operations shall be in and shall remain in Ameresco, subject only to Ameresco's performance of its obligations under this Agreement. Neither Ameresco nor any person performing any duties or engaged in any work on the Property on behalf of Ameresco shall be deemed an employee or agent of Customer. Neither Ameresco nor any of its employees shall be entitled to any of the rights, benefits, or privileges of Customer's employees, including but not limited to retirement, medical, unemployment, or worker's compensation insurance. Nothing in this Section shall be deemed to be a waiver of Customer of the right to use its property. Customer and Ameresco are independent of one another and shall have no other relationship relating to or arising out of this Agreement. Neither Party shall have or hold itself out as having the right or authority to bind or create liability for the other by its intentional or negligent act or omission, or to make any contract or otherwise assume any obligation or responsibility in the name of or on behalf of the other Party. SECTION 28 Additional Representations and Warranties of Customer. Customer hereby warrants and represents to Ameresco that: Page 52 of 77 -53- (a) Customer intends to continue to use the Property in a manner reasonably similar to its present use; Customer does not intend to make any changes to the electrical and thermal consumption characteristics of the Property from those which existed during the time when the EAR was performed except as may have been disclosed in writing by Customer to Ameresco prior to the date of this Agreement; Customer has provided Ameresco with all records heretofore requested by Ameresco (and, in that regard, Ameresco acknowledges that it has received data obtained during the performance of the EAR from Customer which appear to be complete as of the date of this Agreement) and that the information set forth therein is, and all information in other records to be subsequently provided pursuant to this Agreement shall be, true and accurate in all material respects except as may be disclosed by Customer in writing; (d) Customer has not entered into any contracts or agreements for the Property with persons or entities other than Ameresco regarding the provision of the services set forth in the Scope of Work (provided that the foregoing shall not be deemed to prohibit or restrict Customer from entering into new contracts or continuing existing contracts with other persons or entities for the performance of similar services. (b) (c) (e) Since the date of the EAR, there has been no change, event, circumstance or development that has or could reasonably be expected to have a material adverse effect on (i) the operation or condition of the Property, (ii) the energy usage at the Property, or (iii) the ability of Customer to perform its obligations hereunder. SECTION 29 Absence of Fraud or Collusion. Ameresco hereby certifies, by its execution of this Agreement, that no official or employee of Customer has any pecuniary interest in this Agreement or in the expected profits to arise hereunder, and that this Agreement is made in good faith without fraud or collusion with any other person involved in the bidding process. SECTION 30 Negligent/Wrongful Acts. It is understood and agreed that neither Party to this Agreement shall be liable for any negligent or wrongful acts, either of commission or omission, chargeable to the other, unless such liability is imposed by law or is otherwise expressly provided for herein, Page 53 of 77 -54- and that this Agreement shall not be construed as seeking to either enlarge or diminish any obligation or duty owed by one Party against the other or against third parties. SECTION 31 Further Documents and Events. The Parties shall execute and deliver all instruments and documents and perform all further acts that may be reasonably necessary to effectuate the provisions of this Agreement. Ameresco agrees to execute and deliver all documents reasonably required to release any lien held by Ameresco or its assignees upon the termination of this Agreement and payment of all amounts required to be paid by Customer to Ameresco pursuant to this Agreement. Customer agrees to execute and deliver all documents which may be required by an entity which provides funds for any financing contemplated herein and to cooperate with Ameresco in obtaining such funds. Customer agrees to execute and deliver all instruments and documents which may be required to obtain all licenses, permits and governmental approvals required by Ameresco for installation and operation of the ECMs. Ameresco's obligations hereunder are subject to obtaining all such required licenses, permits and governmental approvals. SECTION 32 Compliance with California Laws. The parties hereby acknowledge and agree as follows: (a) The Project is a "public works project" as defined in Section 1720 of the California Labor Code ("Labor Code"), and Part 7, Chapter 1, of the Labor Code is applicable to the Project. Ameresco must be, and shall be deemed and construed to be, aware of and understand the requirements of California Labor Code Sections 1720 et seq., and 1770 et seq., and Title 8 of the California Code of Regulations, Section 16000 et seq. (collectively, "Prevailing Wage Laws") which require the payment of prevailing wage rates and the performance of other requirements on public works projects. Ameresco, at no additional cost to the Customer, shall comply with any and all applicable labor related requirements, regardless of how implemented, including, without limitation, requirements for payment of Prevailing Wage Laws, maintenance, inspection and submittal of payroll records, notice and posting requirements, et cetera. Ameresco must ensure that any and all subcontractors working under Ameresco comply with Prevailing Wage Laws and other public works requirements. Ameresco, at no additional cost to the Customer, must cooperate with the California Department of Industrial Relations ("DIR"), the Page 54 of 77 -55- Compliance Monitoring Unit of the DIR, and the Customer in connection with labor -law compliance matters. A contractor or subcontractor that has been debarred in accordance with the Labor Code, including, without limitation, pursuant to Sections 1777.1 or 1777.7, is not eligible to bid on, perform, or contract to perfoirii any portion of the Work. Wage rates for the Work shall be in accordance with the general prevailing rates of per -diem wages determined by the Director of Industrial Relations pursuant to Labor Code Section 1770. Wage rates shall conform to those on file at the Customer's principal office and Ameresco must post a copy of such wage rates at each Property. The Customer will withhold payment to Ameresco necessary to satisfy civil wage and penalty assessment(s) issued by the Labor Commissioner. The following Labor Code sections, regardless of whether set forth or summarized in this Agreement, or whether correctly set forth or summarized in this Agreement, are by this reference incorporated into and are a fully operative and effective provisions of this Agreement, and Ameresco shall be solely responsible for compliance therewith, as applicable: (1) Section 1735: Anti -Discrimination Requirements; (2) Section 1775: Penalty for Prevailing Wage Rate Violations; (3) Section 1776: Payroll Records; (4) Sections 1777.5, 1777.6 and 1777.7: Apprenticeship Requirements; (5) Sections 1810 through 1812: Working Hour Restrictions; (6) Sections 1813 and 1814: Penalty for Failure to Pay Overtime; and (7) Section 1815: Overtime Pay. (b) Pursuant to California Public Contract Code ("PCC") section 7103.5, in entering into a public works contract or a subcontract to supply goods, services or materials pursuant to a public works contract, Ameresco and its subcontractors offer and agree to assign to the Customer all rights, title and interest in and to all causes of action it may have under section 4 of the Clayton Act (15 U.S.C. section 15) or under the Cartwright Act (Chapter 2 [commencing with section 16700] of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services or materials pursuant to the public works contract or subcontract. This assignment shall be made and become effective at the time the Customer tenders final payment to Ameresco, without further acknowledgment by the Parties. Page 55 of 77 -56- (c) Ameresco shall keep one copy of this Agreement and all other Contract Documents, Change Orders and Title 24 of the California Code of Regulations, on hand at each Property and available for review at all times. Said documents shall be kept in good order and available to representatives of the Customer and governmental and quasi -governmental entities with competent jurisdiction over the Project or any portion thereof. Ameresco hereby represents and warrants that it is familiar with and that it will comply with the provisions of Title 24 of the California Code of Regulations as they relate to the Project. (d) Pursuant to Government Code Section 8546.7, the State Auditor has the right, for a period of three years following final payment, to review, audit and/or copy records of the contracting Parties with respect to each contract providing for expenditure of public funds in excess of $10,000. (e) The Customer will permit the substitution of securities in lieu of withholding retention, in accordance with the provisions of PCC section 22300 if requested within thirty (30) days of execution of this Agreement. (f) PCC Section 20104 et seq. establishes procedures and requirements for claims on public works projects of $375,000 or less. Subject to the provisions of this Section 32, PCC Section 20104 et seq. shall apply to claims by Ameresco arising from this Agreement for amounts of $375,000 or less. Subject to the provisions of this Section 32, all claims by Ameresco arising from this Agreement shall be subject to the Government Claims Act set forth in California Government Code Section 810 et seq. (g) PCC section 20104.50 ("Section 20104.50") establishes requirements for public agencies to promptly pay their contractors. The Customer shall process and pay the invoices for Progress Payments submitted by Ameresco pursuant to this Agreement in accordance with the requirements of Section 20104.50, and the Customer shall pay interest on late payments as provided in Subsection (b) of Section 20104.50. (h) Only apprentices, as defined in Labor Code section 3077, who are in training under apprenticeship standards and written apprenticeship Page 56 of 77 -57- agreements under Chapter 4 (commencing at section 3070), Division 3 of the Labor Code, are eligible to be employed under the Agreement. (i) Ameresco shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Labor Code, in particular the statutory minimum and maximum computation of compensation metric contained in California Labor Code Section 4452, and all amendments to the California Labor Code; and all similar State or federal acts or laws applicable; and shall indemnify, and hold harmless the Customer and its officers, and employees from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description, including reasonable attorney's fees and defense costs presented, brought or recovered against the Customer or its officers, employees, or volunteers, for or on account of any liability under any of said acts which may be incurred by reason of any work to be performed by Ameresco under this Agreement. SECTION 33 Third Party Beneficiaries. Except as may be specifically provided for in this Agreement, the Parties hereto do not intend to create any rights for, or grant any remedies to, any third party beneficiary of this Agreement. SECTION 34 Notifications of Governmental Action - Occupational Safety and Health. The Parties agree to notify each other as promptly as is reasonably possible upon becoming aware of an inspection under, or any alleged violation of, the Occupational Safety and Health Act or any other provision of federal, state or local law rule or regulation relating in any way to the undertakings of either Party under this Agreement. Customer or Customer's Representative, their employees and visitors brought to the Project site by Customer shall adhere to all of Ameresco's site safety rules while on or near the site. Visitors or other employees of the Customer shall be accompanied by the Customer's Representative at all times while at or near the site and Ameresco's Representative shall receive advance notice of such visits. Page 57 of 77 -58- SECTION 35 References. Unless otherwise stated all references to a particular "Attachment" or to "Attachments" or to a particular "Section" or to "Sections" thereto, are to the referenced Attachment or Attachments which are attached to this Agreement and all such referenced Attachments are incorporated by reference within this Agreement. All references herein to a Section or subsection shall refer to a Section or a subsection, as the case may be, of this Agreement unless this Agreement specifically provides otherwise. [END OF AGREEMENT — SIGNATURES APPEAR ON NEXT PAGE] Page 58 of 77 -59- IN WITNESS WHEREOF, the duly authorized officers or representatives of the Parties have set their hand on the date first written above with the intent to be legally bound. CITY OF NATIONAL CITY AMERESCO, INC., a Delaware corporation (Signatures of tuv cvrparate a re aired) By: Ron Morrison, Mayor APPROVED AS TO FORM: Angil P. Morris -Jones City Attorney By: Roberto M. Contreras Deputy City Attorney Jot n R. Granara III, EVP! CFO [Signature page 10 Energy Services Agreement] Page 59 of 77 -60- ATTACHMENT A PROPERTY DESCRIPTION The Scope of Work will be performed at the following locations: Building Name National City Address 1 Civic Center 1243 National City Boulevard National City, CA 91950 2 MLK Community Center 140 E 12th Street National City, CA 91950 3 Kimball Senior Center 1221 D Avenue National City, CA 91950 4 Kimball Recreation Center 148 E 12th Street National City, CA 91950 5 El Toyon Recreation Center 2005 E 4th Street National City, CA 91950 6 Camacho Recreation Center & 1800 E 22nd Street National City, CA 91950 7 Casa de Salud 1408 Harding Avenue National City, CA 91950 1401 National City Boulevard National City, CA 91950 8 9 Public Library Police Department 1200 National City Boulevard National City, CA 91950 10 Fire Station 34 343 E 16th Street National City, CA 91950 11 12 Fire Station 31 2333 Euclid Avenue National City, CA 91950 Arts Center 200 E 12th Street National City, CA 91950 1800 E 22nd Street National City, CA 91950 13 Las Palmas Pool Rev. 2012 -62- Building Name National City Address 14 Kimball Park 140E 12th Street National City, CA 91950 15 El Toyon Park 2005 E 4th Street National City, CA 91950 16 La Palmas Park 2101 Palm Avenue National City, CA 91950 17 Public Works Yard 1726 Wilson Avenue National City, CA 91950 Rev. 2012 ATTACHMENT B Energy Audit Report (containing Sections A through G) [Attached Behind] Rev. 2012 -64- ATTACHMENT C NOTICE TO PROCEED [PROPOSE CUSTOMER VERSION] [insert date] Mr. Robert Georgeoff, Vice President Ameresco, Inc. 60 East Rio Salado Parkway, Suite 1001 Tempe, AZ 85281 Subject: Ameresco Energy Conservation Measures, CIP No. 17-03 Dear Mr. Georgeoff: Ameresco, Inc. is authorized to begin work on the above referenced project on , 2017. This letter is your NOTICE TO PROCEED. You must obtain all required permits from the Building Department prior to beginning work. Unless otherwise specified in the special provisions, the contact time shall commence upon the date of issuance of the Notice to Proceed. The work shall start within 5 days thereafter, and be diligently processed to completion within the contract time. In accordance with the contract, the construction shall be completed on or before Kuna Muthusamy, Assistant Director of Engineering & Public Works is the Project Manager representing the City of National City. He can be reached at (619)-336-4383 or via email at kmuthusamv@nationalcityca.gov. All correspondence regarding this project shall be sent to: City of National City Engineering Department 1243 National City Blvd. National City, CA 91950 Thank you for your interest in working with the City of National City. Sincerely, Stephen Manganiello City Engineer Rev.2012 -65- ATTACHMENT D THIRD PARTY MANUFACTURER WARRANTIES [ATTACH BEHIND] Rev.2012 ATTACHMENT E CONTRACT COST AND ANNUAL SERVICES (a) Contract Cost: Customer shall pay to Ameresco, an amount equal to five million, four hundred three thousand, three hundred eight Dollars and No Cents ($5,403,308.00) (the "Contract Cost") in accordance with the terms described in Section 4 of this Agreement. The Contract Cost includes the EAR work described in Attachment B of this Agreement. (b) Other Services: Energy Savings Reporting Measurement and Verification to be determined based on type of energy conservation measures implemented as referenced in Attachment B. Measurement and Verification services ("M&V Services") may terminate as more fully described in Section 6 of this Agreement. Rev. 2012 -67- Ameresco Energy Services Agreement Specification No. Contractor: Reason/Purpose for this Change Order: ATTACHMENT F CHANGE ORDER FORM CHANGE ORDER NO. 1 (Date) The City of National City and Contractor agree to the following change to the original Contract: ......... Original Contract Amount Net change by previously authorized Change Orders Subtotal Amount of this change order New contract amount Working days added: Working days subtracted: 0 Percent change in Contract to date Rev. 2012 Submitted by: Project Manager Date City Project Manager Date Approved by: City Engineer Date City Manager, required for Change Orders>$24,999 Date By signing this Change Order the Contractor confirms that he/she is completely familiar with its terms and conditions and has fairly negotiated its price, terms and conditions. If this Change Order is approved, Contractor will provide all of the equipment, materials and labor necessary to provide a complete work as described above at that the price stated herein. Additionally, Contractor confirms that the price is fair and complete and represents all costs associated with the work, including but not limited to all equipment, materials, labor, supervision, overhead, fees, bonds, insurance, profit, etc. and that there will be no further compensation. All of the terms and conditions of the original contract documents are incorporated herein. (2 originals: 1 for City Clerk, 1 for Contractor) Accepted and agreed to by (Contractor's name): Name: Date Note to Contractor: If you do not agree with this Change Order you may be directed to proceed with this work under the terms of the contract and you may proceed under protest. You must comply with the contract requirements of submitting a written protest to protect your claim. Originals: City Clerk, Contractor cc: Engineering project file, Project Manager Rev. 2012 ATTACHMENT G SUBSTANTIAL COMPLETION CERTIFICATE PROJECT NAME & ADDRESS: PROJECT NO.: CONTRACT DATE: DESCRIPTION: The installation of [list each ECM being accepted with this certificate] at the above -listed City location(s) [insert a Property's name from Attachment A] under the Agreement has/have been reviewed and found to be in good working order pursuant to the attached Commissioning Report. The date of Substantial Completion of the forgoing ECM(s) is hereby established as: SUBSTANTIAL COMPLETION DATE: The date of Substantial Completion of a Property is the date certified by Customer when such Property has been commissioned by Customer to perform and operate in accordance with the Agreement so that Customer derives beneficial use thereof The Substantial Completion date set forth above is the date of commencement of the Ameresco Warranty Year, as defined in Section 9 of the Agreement. A list of items to be completed or corrected are identified below as punchlist items. The failure to include any items on such punchlist does not alter the responsibility of Ameresco to complete all Work in accordance with the Agreement. CONTRACTOR: Ameresco, Inc., 60 East Rio Salado Parkway, Suite 1001, Tempe, AZ 85281 AUTHORIZED SIGNATURE: DATE: NAME: (type or print) CUSTOMER: CITY OF NATIONAL CITY 1243 National City Boulevard, National City, CA 91950 AUTHORIZED SIGNATURE: DATE: NAME: (type or print) Rev. 2012 -70- PUNCHLIST ITEMS Attach additional page(s) as necessary. Number of pages attached Rev. 2012 -71- ATTACHMENT H NOTICE OF COMPLETION RECORDING REQUESTED BY WHEN RECORDED MAIL TO: NAME: CITY OF NATIONAL CITY ADDRESS: 1243 NATIONAL CITY BOULEVARD NATIONAL CITY, CA 91950 NOTICE OF COMPLETION CALIFORNIA CIVIL CODE SECTION 9204 NOTICE IS HEREBY GIVEN of the completion on [insert date] of the Ameresco Energy Services Agreement CIP No. 17-03 Work of improvement or portion of work of improvement under construction or alteration. Ameresco performed certain energy conservation services and installations at those City facilities attached hereto as Attachment A. Street Address City State Zip Code The undersigned owns the following interest or estate in said property: Owner in fee Nature of the interest or estate of owner (mortgagor, lessee, etc.) Said work of improvement was performed on the property pursuant to a contract with Ameresco, Inc. Name of Original Contractor The following work and material were supplied: Labor provided: general laborer. Materials: HVAC Mechanical Equipment, solar panels, interior and exterior lights, and irrigation lines. Services: Installation of Civic Center HVAC & Controls Upgrades, Solar Panels, Interior Lighting Upgrades, Exterior Lighting Upgrades, HVAC Equipment Replacements, Irrigation Controls as well as the implementation of Domestic Water Conservation measures. General statement of kind of labor, services, equipment or materials The names and addresses of co -owners are: N/A Joint tenants, tenants in common, or other owners Rev. 2012 -72- Dated: [insert date]; Signature of Owner City of National City 1243 National City Blvd. National City, CA 91950 I, the undersigned, declare: I have read the foregoing Notice of Completion and know the contents thereof; the same is true of my own knowledge. I declare under penalty of perjury under the laws of the State of California that the forgoing is true and correct. Executed on [insert date] at, National City, California. Signature: RON MORRISON, MAYOR Noc 14-05 Rev. 2012 -73- ATTACHMENT I GLOSSARY OF ENERGY MANAGEMENT TERMS AND ABBREVIATIONS [Attached Behind] Rev. 2012 ATTACHMENT J December 15, 2015 Energy Audit Agreement [ATTACH BEHIND] Rev. 2012 -75- ATTACHMENT K Ameresco SOQ and Interview Question Responses Rev.2012 -76- ATTACHMENT L Installation Schedule [to be negotiated by Ameresco and Customer] Rev. 2012 _77_ EXHIBIT "A" Prepared for City of National City *WO tt►HiPUIflf/iff///, 41 -78- City of National City Energy Audit Section Executive Summary A. Introduction B. Facility Descriptions C. Utility Analysis D. Energy Conservation Measures E. Project Costing F. Measurement & Verification G. Appendices AMERESCO Green • Clean • Sustainable TABLE OF CONTENTS -79- CITY OF NATIONAL CITY ENERGY AUDIT Executive Summary AMERESCO Green • Clean • Sustainable Page content is subject to Confidentiality Restnctio^s. City of National City, California December 2016 ES.0 Executive Summary -80_ AMERESCO Green - Clean • Sustainable Executive Summary Ameresco, Inc. (Ameresco) is pleased to submit this Energy Audit (EA) to the City of National City (CNC). Based on our site visits, data collection, and observations throughout the City, this EA provides recommended energy conservation measures (ECMs) that, if implemented, will reduce energy, water, and operational costs at the following facilities: « Civic Center • Police Department • Public Library • MLK Community Center • Fire Station 31 • Fire Station 34 « Arts Center • Kimball Senior Center • Kimball Park • Casa de Salud • Public Works • Las Palmas Park This EA is based on Ameresco's agreement with CNC to perform an energy audit, (Agreement dated 12- 15-15), and is intended to provide an overall representation of the potential for energy, water, and operational savings at CNC. Based on the data collected from site surveys, facility interviews, workshops, utility analyses, and energy calculations, Ameresco identified the ECMs (Energy Conservation Measures) listed below that will help CNC reduce overall utility and operational costs. ES.1 Energy Conservation Measures ECMs identified to have the best financial performance and/or are high priorities for CNC include: • ECM 1: Civic Center HVAC & Controls Upgrades « ECM 4: Solar PV • ECM 6: HVAC Controls • ECM 8: Interior Lighting Upgrades • ECM 9: Exterior Lighting Upgrades • ECM 10: HVAC Equipment Replacements ECM 11: Domestic Water Conservation • ECM 12: Irrigation Controls Page content is subject to Confidentiality Restrictions. City of National City December 2016 Executive Summary Page ES.1 -81- AMERESCO Green • Clean . Sustainable ES.2 Savings City of National City Energy Audit Total projected annual savings from implementing these ECMs are $298,662, which includes $175,910 of energy and water savings as well as $122,752 of annual capital costs avoided (deferred maintenance contribution). The total cost for constructing the identified energy conservation project is $5,403,308. The simple payback for the project is 18.09 years. Installation of all eight ECMs will annually reduce: Electricity consumption by 675,982 kilowatt-hours (kWh) every year. The production of 339 metric tons of carbon dioxide (CO2), and 3.47 lbs of nitrous oxides. Table ES.O. Energy Conservation Measures Selected for Implementation Energy Conservation Measure Cost Savings (S) Electric Water Savings Savings Deferred Maintenance Contribution Total Annual $ Savings Total Implementation Simple Cost Payback ($) (yrs.) ECM 1: Civic Center HVAC & Controls Upgrades $9,493 $78,482 $87,975 $1,523,918 17.32 ECM 4: Solar PV $82,993 $82,993 $1,587,449 19.13 ECM 6: HVAC Controls $10,251 $10,251 $377,621 36.84 ECM 8: Interior Lighting Upgrades $29,288 $29,288 I $677,062 23.12 ECM 9: Exterior Lighting Upgrades $10,293 $10,293 $157,415 15.29 ECM 10: HVAC Equipment Replacements $6,639 $44,270 $50,909 $859,614 16.89 ECM 11: Domestic Water Conservation $15,307 $15,307 $145,200 9.49 ECM 12: Irrigation Controls $11,646 $11,646 $75,029 6.44 Total $148,957 $26,953 $122,752 $298,662 $5,403,308 18.09 ES.3 Environmental Benefits In terms of reducing greenhouse gases (GHG), implementing the recommended ECMs for this project would have the following effects: The reduction of 339 metric tons of carbon dioxide The reduction of 3.47 lbs of nitrous oxides Page co- > ce ,.a , Restrictions. City of National City December 2016 Executive Summery Page f5..2 -82- City of National City Energy Audit AMERESCO Green • Clean • Sustainable In terms of emission reductions, the environmental benefits associated with this energy conservation project are equivalent to... annual greenhouse gas emissions from removing 101 passenger cars from the road, or CO2 emissions from 52,456 gallons of gasoline consumed annually, or CO2 emissions from the energy use of 43 typical American homes for 1 year, or 11,965 tree seedlings grown for 10 years, or greenhouse gas emissions avoided by not landfilling 169 tons of waste The project will deliver these additional strategic benefits to National City: • Provide sustained energy and water savings for the term of the agreement. • Enhance reliability and occupant comfort of the facility operations. • Provide long-term, non -obsolescent assets that continue to deliver cost savings and reliability benefits beyond the debt service term. • Access the benefit of the utility cash incentives — currently estimated to be approximately $74,974. ES.4 Conclusion By implementing a performance contract based on this EA, CNC will reduce energy and water consumption, address existing operational and maintenance (O&M) issues, upgrade aging infrastructure, and address deficiencies in the design of past capital construction projects. Upon completion of the energy conservation project, Ameresco will monitor the performance of the ECMs for the duration of the contract — or for a reduced term if so desired by CNC. The scope of work for the on -going M&V services is described in Section F. Page content is subject to Confidentiality Restrictions. City of National City December 2016 Executive Summary Page ES.3 -83- AMERESCO Green • Clean • Sustainable This page is intentionally left blank. City of National City Energy Audit Page content is subject to Confidentia;ity Restrictions. Gty of National City December 2016 Executive Summary Page ES.4 -84- City of National City Energy Audit Acronyms and Abbreviations AMERESCO Green • Clean • Sustainable $/kGal cost per thousand gallons $/kWh cost per kilowatt-hour $/SF cost per square foot $/Therm cost per therm °C degrees Celsius °F degrees Fahrenheit 100% OSA 100 percent outside air 24/7 24 hours per day, 7 days a week 24/7/365 24 hours a day, 7 days a week, 365 days a year A/P accounts payable AC alternate current AHU air -handling unit Ameresco Ameresco, Inc. Ameresco Ameresco Southwest Ameresco Ameresco Quantum Ameresco Ameresco Canada ARRA American Recovery and Reinvestment Act ASHRAE American Society of Heating, Refrigeration and Air -Conditioning Engineers AXIS Ameresco AXIS BAS BOD Btu building automation system biological oxygen demand British thermal unit Page content Is sub ect to ConPdentialtty Restrictions. City of National City Acronyms and Abbreviations Page E5.5 December 2016 -85- ECI ECM EIS EMS EPA AMERESCO Green • Clean • Sustainable City of National City Energy Audit Btu/h British thermal unit per hour Btu/kW British thermal units per kilowatt CFM cubic feet per minute CHU conditioning air -handling unit CHW chilled water CO2 carbon dioxide CPV concentrated photovoltaic CRT cathode-ray tube CW condenser water CY cubic yard DC direct current DCV demand controlled ventilation DDC direct digital control DHW domestic hot water DOD U.S. Department of Defense DOE U.S. Department of Energy Dtherm 10 therm DX direct expansion energy cost index energy conservation measure energy information system energy management system U.S. Environmental Protection Agency Page content is subject to Confidentiality Restrictions. Acronyms and Abbreviations Page £5.6 City of Notional City December 2016 -86- City of National City Energy Audit ERV ESCO ESPC ET EUI FCU FOG FPB FPT GHG GPF GPM GPS HID HP HVAC HW HX Hz IES IPLV IPMVP AMERESCO Green - Clean • Sustainable energy recovery ventilators energy savings company energy savings performance contracting evapotranspiration energy utilization index fan coil unit fat, oil and grease fan -powered boxes functional performance test greenhouse gas gallons per flush gallons per minute global positioning system high -intensity discharge horsepower heating, ventilating and air conditioning hot water heat exchangers hertz Illuminating Engineering Society of North America integrated part -load values International Performance Measurement and Verification Protocol Page content is subject to Confidentially RestrF ttocs. City of National City December 201€ Acronyms and Abbreviations Page ES.7 -87- AMERESCO Green • Clean • Sustainable IS information services IT information technology kGal thousand gallons kVA kilovolt ampere kW kilowatt kW/ton kilowatts per ton kWh kilowatt-hour LED light -emitting diode LEED Leadership in Energy and Environmental Design LGS-3 Large General Service 3 Rate M&V measurement and verification MBH thousand British thermal units per hour MBtu/SF thousand British thermal units per square foot MGD million gallons per day MMBtu million British thermal units MMBtu/H million British thermal unit per hour MW MWh N/A NR O&M OCR ODP megawatt megawatt hour not applicable not recommended operation and maintenance optical character recognition open drip point City of National City Energy Audit Cage subject to Confidentiality Restrictions. Acronyms and Abbreviations Page ES.8 Otv of National city December 201E -88- City of National City Energy Audlt OSHA PC PCB PM PPA PSI PTC PV REC RFP RFQ RPM RTU S&S SAT SCADA SF SOQ STC therm TOU TSU VAV VFD Occupational Safety and Health Administration personal computer polychlorinated biphenyl project manager power purchase agreement pounds per square inch performance test conditions photovoltaic renewable energy credit request for proposal request for qualifications revolutions per minute rooftop unit services and supplies supply air temperature supervisory control and data acquisition square foot statement of qualifications standard test conditions natural gas consumption unit time of use thermal storage unit variable -air volume variable -frequency drive AMERESCO Green - Clean • Sustainable Page content is subject to Confidentiality Restrictions City of National City December 201E, Acronyms and Abbreviations Page ES.9 -89- AMERESCO Green . Clean . Sustainable VP VHU VSD WAN ZHU vice president ventilation air -handling unit variable -speed drive wide -area network zone air -handling unit City of National City Energy Audit Page conten t :._ „-z t, P,estnctron5. Acronyms and Abbreviations Page ES.10 City of National City December 2016 -90- CITY OF NATIONAL CITY ENERGY AUDIT A.0 Introduction AMERESCO Green . Clean - Sustainable Page content is subject to Confidentiality Restrictions. City of Notional City, California December 2016 AO introduction -91- City of National City Energy Audit A.0 Introduction AMERESCO Green • Clean . Sustainable This Energy Audit (EA) is intended to provide an overall representation of the potential for energy, operational, and maintenance savings at the City of National City (CNC). Based on the data collected from site surveys, facility interviews, data logging, and facility maintenance work order review, Ameresco identified many energy and water conservation measures (ECMs) that will help CNC reduce overall operational costs and upgrade their facilities through a combination of retrofits and equipment replacements. A.1 Project Overview CNC directed Ameresco to include the following ECMs in the project. These include: • Interior Lighting Retrofits • Exterior Lighting Retrofits • HVAC Equipment Replacements • HVAC Control Upgrades • Plumbing Replacements • Irrigation Controls • Solar Photovoltaic Installations Implementing these ECMs will provide the following benefits for CNC: • Decrease electricity consumption by 751,093 kilowatt-hours (kWh) annually • Decrease water consumption by 4,595 HCF annually The annual guaranteed energy and water cost savings resulting from implementing the project is $175,910. This includes $148,957 of electricity cost savings and $26,953 of water cost savings. The annual deferred maintenance contribution is $122,752. Adding the energy savings, water savings, deferred maintenance contribution, and then subtracting the M&V costs yields the $282,317 total annual savings shown in the project cash flow shown on page 4. Page content is subject to Confidential Restr+ctions, City of Alcoa•?& City December 201E Introduction Page 1 -92- City of National City Energy Audit AMERESCO Green • Clean • Sustainable In terms of pollution reduction, the project will avoid the production of 339 metric tons of carbon dioxide per year'. This reduction in carbon dioxide generation is equivalent to removing 101 cars from the road2, or powering 43 homes each year3. In addition, implementing these ECMs will deliver the following strategic benefits to CNC: Addressing the life -cycle replacement needs for the HVAC equipment and controls and other strategic assets by replacing capital equipment under this program that is failing and beyond its useful life Providing long-term, non -obsolescent assets that continue to deliver energy savings and reliability benefits beyond term for debt service Providing lighting efficiency upgrades that will demonstrate CNC's commitment to improving the working environment for staff and visitors Installing solar power systems to demonstrate CNC's commitment to renewable energy e Maximizing all available utility cash incentives, which are currently estimated to total $74,794 Ameresco will produce construction drawings stamped by a licensed California Professional Engineer (PE) as required for the HVAC Replacement and Solar Power upgrades. Ameresco will perform measurement and verification (M&V) services upon completion of the construction and every year for an agreed -upon time period. Please refer to Section F: Measurement & Verification Plan for more detail. Ameresco will provide training for CNC personnel during commissioning and at the end of construction. The training sessions will be recorded on DVD for future use by CNC personnel. ' Calculated using 0.650 pounds per kilowatt hour of carbon dioxide reduction from electricity generation in California based on the data provided by the U.S. Environmental Agency. 2 One car produces the equivalent of 5.3 tons of carbon dioxide per year (Source: U.S. Environmental Protection Agency). 3 The average home uses approximately 9,635 kilowatt hours per month. Page content is subject to Confident4afity Restrictions. city of National City December 2016 Introduction Page 2 -93- City of National City Energy Audit A.2 Financial Overview AMERESCO een • Clean • sustainable The total construction costs for the identified energy conservation program is $5,403,308, and yields savings of $282,317 during the first year of the performance period. The project will be financed through a TELP (Tax -Exempt Lease Purchase) and CREBS (Clean Renewable Energy Bonds) financing package. The overall interest rate used in the EA is 2.5 % for the 20-year lease. (Actual interest rate to be secured by CNC and their financial analyst.) The funding sources will be the energy savings, water savings, and deferred maintenance contribution. The project pro -forma shown on the following page defines the cash flow over a 25-year period. The following terms are shown in the pro -forma and are defined below: 1. Year: Column 1 defines the performance period year. Year 1 begins one year following the completion of the construction period. Payment structures are flexible and will be determined based on the specific needs of the City. 2. Calculated Solar PV Savings: The calculated savings shown in column 2 are the predicted value of the dollar savings associated with the renewable energy generation. The solar PV energy generation was calculated using an hourly solar energy model for National City. The results of the energy generation calculations are shown in the appendices. 3. Guaranteed Solar PV Savings: The guaranteed savings shown in column 3 define the predicted value of the dollar savings associated with the renewable energy generation, which is 10% less than the calculated solar PV savings. The "guaranteed" term is used to define the measures that carry a financial risk to Ameresco to cover any savings shortfalls. 4. Calculated Energy & Water Savings: The calculated savings shown in column 4 are the predicted value of the dollar savings associated with the lighting and plumbing replacement measures. The lighting retrofits save both kW demand and kWh consumption and the plumbing replacements save water in HCF (hundred cubic feet). The kW, kWh, and HCF savings are converted to the dollar savings shown in column 4 using the SDG&E TOU rates described in Section C and the Sweetwater Authority blended rate also shown in Section C. 5. Guaranteed Energy & Water Savings: The guaranteed savings shown in column 5 define the predicted value of the kW, kWh, and HCF savings and are 10% less than the savings shown in column 4. Page content is subject to Confidentiality Restrictions. City of National City Introduction December 2016 Page 3 -94- City of National City Energy Audit AMERESCO Green • Clean • Sustainable 6. Modeled Energy Savings: The savings shown in column 6 are based on Trane Trace 700 energy models to calculate energy savings for HVAC replacement and HVAC controls measures. The energy model uses local weather data to model the HVAC equipment operation and energy use of the buildings. The energy model calculates the kW and kWh savings for replacing equipment and implementing control strategies. The parameters used in the model are defined in Section F. The dollar savings shown in column 6 are the predicted value of the kW and kWh savings and have been reduced by 10% from the calculated numbers to account for variations in the future operation of the equipment. The dollar savings are based on the SDG&E TOU rates shown in Section C. The modeled savings have been agreed upon by the City and will be as shown in the pro -forma for the entire debt service period. 7. Stipulated Water Savings: The stipulated water savings shown in column 7 are based on a 15% water use reduction for improved irrigation controller operation. There are no detailed calculations for the irrigation control savings. The dollar savings shown in column 7 are the predicted value of the HCF savings and have been reduced by 10% from the calculated numbers to provide a safety margin to cover future changes in controller programming. The dollar savings are based on the Sweetwater Authority blended rate shown in Section C. The stipulated savings have been agreed upon by the City and will be as shown in the pro -forma for the entire debt service period. 8. Total Solar, Energy, Water Savings: The total savings are determined by adding columns 3, 5, 6, and 7 and are the annual utility savings for the performance period. The savings escalation is 3.5% per year to cover future electric and water rate increases. The funds that are currently being used to pay for electric and water utility services will be redirected to pay for the debt service. 9. General Fund Deferred Maintenance Contribution: The deferred maintenance contribution is paid for by the City to supplement the electric and water savings to cover the cost of the debt service. The source of funding for the deferred maintenance contribution is the annual cost reductions for improved equipment reliability and avoided capital cost. The funds that are currently being used to pay for repairs and replacement of the old HVAC equipment will be redirected to pay for the debt service. Page content is subject to Confidentiality Restrictions. City of National City December 2016 Introduction Page 4 -95- City of National City Energy Audit AMERESCO Green • Clean • Sustainable The dollar value for the deferred maintenance contribution was determined by dividing the cost of the HVAC package unit replacements and Civic Center HVAC upgrades by the 20-year life of the equipment. This method has been used previously by the City to define the capital cost avoidance due to replacing major HVAC equipment. 10. M&V Costs: The M&V costs shown in column 10 is the service fee Ameresco will charge the City to provide the on -going measurement and verification services defined in Section F. The M&V costs are escalated at 3.5% per year. 11. Total Savings: The total savings shown in column 11 are determined by adding columns 8, 9, and 10 and define the total funding used to pay the debt service for the energy & water conservation and renewable generation measures. 12. Rebate: The rebate value shown in column 12 is based on receiving rebates from SDG&E and Sweetwater Authority for retrofitting the light fixtures and replacing plumbing fixtures. There are no rebates remaining for the solar PV measure. 13. Debt Service Obligation: The values shown in column 13 are the debt service payment that the City will pay to the TELP and CREBS financers to cover the cost of the 20-year loans. 14. Net Cash Flow: The net cash flow shown in column 14 is based on adding columns 11, 12, and 13 to determine the total annual positive cash flow for the program. Having a positive cash flow demonstrates that the total savings and rebates shown in columns 11 and 12 are sufficient to cover the loan payments. ��:fideatiality Restrictions. City of Notional City December 2016 Introduction Page 5 -96- City of National City Energy Audit AMERESCO Green • Clean • Sustainable (1) Year 1 (2) Calculated Solar PV Savings $92,214 (3) Guaranteed Solar PV Savings $82,993 (4) Calculated Energy & Water Savings $103,241 (5) Guaranteed Energy & Water Savings $54,889 (6) Modeled Energy Savings $26,383 (7) Stipulated Water Savings $11,646 (8) Total Solar, Energy, Water Savings $175,910 (9) General Fund Deferred Maintenance Contribution $122,752 (10) M&V Costs -$16,345 (11) Total Savings $282,317 (12) Rebate $74,794 (13) Debt Service Obligation 333,797 (14) Net Cash Flow $23,315 2 $94,774 $85,296 $106,855 $56,810 $27,306 $12,053 $181,466 $124,435 -$16,917 $288,983 272,943 $16,041 3 $97,404 $87,664 $110,595 $58,798 $28,262 $12,475 $187,199 $128,168 -$17,509 $297,858 281,321 $16,537 4 $100,108 $90,097 $114,465 $60,856 $29,251 $12,912 $193,116 $132,013 $325,129 289,958 $35,171 5 $102,886 $92,598 $118,472 $62,986 $30,275 $13,364 $199,222 $135,973 $335,196 298,861 $36,335 6 $105,742 $95,168 $122,618 $65,190 $31,335 $13,831 $205,524 $140,053 $345,577 308,041 $37,535 7 $108,677 $97,809 $126,910 $67,472 $32,431 $14,315 $212,028 $144,254 $356,282 317,506 $38,777 8 $111,693 $100,524 $131,352 $69,834 $33,566 $14,816 $218,740 $148,582 $367,322 327,262 $40,060 9 $114,793 $103,314 $135,949 $72,278 $34,741 $15,335 $225,668 $153,039 $378,707 337,320 $41,387 10 $117,979 $106,181 $140,707 $74,808 $35,957 $15,872 $232,818 $157,630 $390,448 347,692 $42,757 11 $121,253 $109,128 $145,632 $77,426 $37,216 $16,427 $240,197 $162,359 $402,556 358,383 $44,173 12 $124,619 $112,157 $150,729 $80,136 $38,518 $17,002 $247,813 $167,230 $415,043 369,407 $45,637 13 $128,078 $115,270 $156,005 $82,940 $39,866 $17,597 $255,674 $172,247 $427,921 380,773 $47,148 14 $131,632 $118,469 $161,465 $85,843 $41,262 $18,213 $263,788 $177,414 $441,202 392,490 $48,712 15 $135,286 $121,758 $167,116 $88,848 $42,706 $18,851 $272,162 $182,737 $454,899 404,571 $50,327 16 $139,041 $125,137 $172,965 $91,958 $44,201 $19,510 $280,806 $188,219 $469,024 417,029 $51,996 17 $142,900 $128,610 $179,019 $95,176 $45,748 $20,193 $289,727 $193,865 $483,593 429,872 $53,720 18 $146,866 $132,180 $185,285 $98,507 $47,349 $20,900 $298,936 $199,681 $498,617 443,114 $55,503 19 $150,942 $135,848 $191,770 $101,955 $49,006 $21,632 $308,441 $205,672 $514,113 456,768 $57,345 20 $155,132 $139,619 $198,481 $105,523 $50,721 $22,389 $318,252 $211,842 $530,094 470,845 $59,249 21 $159,437 $143,494 $43,140 $22,936 $166,429 -$3,507 $162,922 $162,922 22 $163,863 $147,477 $44,650 $23,738 $171,215 -$3,612 $167,603 $167,603 23 $168,411 $151,570 $46,213 $24,569 $176,139 -$3,721 $172,418 $172,418 24 $173,085 $155,777 $47,830 $25,429 $181,206 -$3,832 $177,373 $177,373 25 $177,889 $160,100 $49,504 $26,319 $186,419 -$3,947 $182,472 $182,472 $3,264,702 $2,938,237 $3,150,966 $1,675,224 $746,099 $329,334 $5,688,894 $3,229,548 -$50,771 $8,867,671 574,794 $7,, 237,953 $1704, Page content is subject to Confidentiality Ite,tric tionv_ City of National City December 2016 Introduction Page 6 City of National City Energy Audit A.3 Technical Summary This subsection summarizes the ECMs selected for the project. AMERESCO Green • Clean . Sustainable ECM 1: Civic Center HVAC Mechanical Equipment & Controls Upgrade The existing HVAC mechanical equipment and controls in the Civic Center building are in very poor condition including systems that are currently broken and bypassed. Ameresco recommends a major upgrade to the HVAC systems in the building to a more reliable and energy -efficient state. Included in the HVAC equipment upgrades are the following: • Replace or repair the flow sensors that are not working. • In the chiller mechanical room, install a bypass with a modulating control valve to ensure minimum flow is maintained in the chiller machines. Install automated valves to allow for the automatic start -stop of chiller machines to meet the system demand. • Install differential pressure sensors at key locations. • Replace the air handling units with new variable -air -volume units, complete with new duct systems in the mechanical room and penthouses. Reconfigure the zones to meet the building functional use and demands due to occupancy, internal heat gain, and sun exposure. The zones will be served with new variable -air -volume terminal units with reheat coils. • Clean the ductwork to remain. • Rebuild the penthouses to create weather resistant enclosures. • Install new return ductwork to allow for direct supply and return from the rooms. • Install new return air openings and grilles in rooms that do not currently have them. • Replace the existing condenser water pumps located at the cooling tower enclosure. • Perform certified air and water balance of the HVAC system to ensure proper flows. Upgrades to the existing HVAC controls will include replacing the existing control systems with a new Honeywell WEBs-AX Energy Management System capable of monitoring and controlling the equipment in an energy efficient manner. The Honeywell WEBs-AX Energy Management System is Internet -based and only requires a standard web browser (e.g. Internet Explorer) to access the system. This allows for a user-friendly environment for performing management system functionality such as temperature set - point changes, scheduling, trending, alarm management, time management, archiving and enterprise level information management. All new equipment will be designed and commissioned to meet the California Energy Code for HVAC controls. By replacing and upgrading the HVAC systems, the City will benefit from improved indoor air quality, increased comfort, and system reliability. Electricity savings will be obtained from improved efficiency of the new units and controls. Page content is sub}ect to Con` dert:a:^y B estnctEons. Oty of Notional City 201E. Introduction. Page 7 -98- City of National City Energy Audit AMERESCO Green • Clean • Sustainable ECM 4: Solar Photovoltaic Ameresco proposes to install rooftop and carport -mounted solar PV systems to generate renewable power. This will greatly reduce electric costs, relieve pressure on the grid, and help to eliminate greenhouse gases. The following sites are included in the proposed scope: A.2. Solar Power System Type and Capacity Police Station Rooftop 53 45 Arts Center Rooftop 26 22 Civic Center Rooftop 86 74 Public Library Rooftop 75 64 Fire Station 34 Carport 20 17 MLK Community Center Rooftop 18 15 ECM 6: HVAC Controls The existing HVAC controls for the rooftop package units at several of the CNC facilities consist of a variety of local thermostats, including many with remote bypass timers. Many of the thermostats do not have a set protocol for room temperature set points or night setback schedules. Ameresco proposes to replace the existing thermostats with a new Direct Digital Control system. The system will include a new wireless Viconics room controller with a ZigBee Pro Wireless Communications Card for each of the AC units, and a Viconics BACnet ZigBee/IP Gateway per site. Digital Thermostat Room Controller The system will be accessible from the new National City Civic Center Honeywell WEBStation-AX operator workstation and through a web browser using any internet-connected City computer for remote programming, monitoring, and control. az=e Cement i; subect to Confidentiality Restrictions. City of National City December 2016 Introduction Page E -99- City of National City Energy Audit AMERESCO Green . Clean . Sustainable The improvements for the Public Library include upgrading the existing controls to allow for remote access and control of the HVAC equipment from the Civic Center front-end computer. The existing pneumatic and digital HVAC controls at the Police Station and the existing digital HVAC controls at Fire Station 34 will be replaced with a new Honeywell digital control system that will provide improved monitoring and control with the ability to lock out local access if desired. The new controls will also allow for zone level remote monitoring from the Civic Center front-end computer. This ECM will improve central energy management operations, improve maintenance work efficiency, reduce equipment downtime, and improve building occupant comfort. Energy savings will be achieved through temperature set point resets, equipment scheduling, unoccupied setback strategies, and in some cases improved outside air economizer operation and variable frequency drive control. The controls upgrade is proposed for the following sites: Public Library Arts Center • MLK Community Center Kimball Senior Center • Fire Station 31 u Casa de Salud Fire Station 34 Public Works Police Station ECM 8: Interior Lighting Upgrades This ECM involves the retrofitting of all existing interior lighting systems at the following facilities: • Public Library Kimball Senior Center • MLK Community Center Casa de Saiud • Fire Station 31 Public Works Fire Station 34 All of the interior lighting retrofits will comply with the California Energy Code requirements for lighting controls. The scope of work includes retrofitting existing fluorescent fixtures with more efficient LED retrofit kits, LED board and driver kits, direct wire LED lamps, and new LED fixtures. Existing incandescent and fluorescent exit signs will be replaced with new LED exit signs. These strategies will reduce overall electricity consumption of the lighting systems. In addition, this ECM will reduce maintenance costs due to longer lamp life and reduced number of lamps for replacement. Page content is subject to Confidentiality Restrictions. City of Notional City December 2016 Introduction Page 9 -100- City of National City Energy Audit AMERESCO Green • Clean • Sustainable ECM 9: Exterior Lighting Upgrades This ECM involves retrofit of the existing exterior lighting systems at the following facilities: Civic Center MLK Community Center Fire Station 31 Fire Station 34 Las Palmas Park Arts Center Kimball Senior Center Casa de Salud Public Works All of the exterior lighting retrofits will comply with the California Energy Code requirements for lighting controls. I.FD uiallpack fzxtzcre I .FD flood light fixture The retrofit includes replacing existing fixtures with new LED fixtures. The new fixtures will be installed with photocells to allow for local control. However, existing time clocks and controls systems will remain unchanged to allow for higher level time control. These strategies will reduce overall electricity consumption of the lighting systems. In addition, this ECM will reduce maintenance costs due to longer LED life and reduced number of lamps for replacement. Page content is subject to Con`Fd?r,ta,'1, Pest,on,. City of Notional City December 2016 Introduction Page 10 -101- City of National City Energy Audit AMERESCO Green • Clean • sustainable di, ECM 10: HVAC Replacements Most of the CNC facilities are conditioned by packaged DX rooftop HVAC equipment, including gas - electric, heat pump, and VAV units. These units are in poor condition and are at the end of their useful lives. Ameresco proposes to replace these units with new high efficiency units of similar size and capacity. The new units will comply with California Energy Code and will be connected to the proposed upgraded digital controls. The energy savings will be achieved through efficiency improvements. The following sites are included in the scope of this ECM: • MLK Community Center • Arts Center • Police Station • Casa de Salud • Public Works ECM 11: Domestic Water Conservation The existing plumbing fixtures in the various CNC facilities are comprised of standard and low -flow devices. Ameresco proposes to retrofit the existing plumbing devices with ultra -low -flow devices. The existing urinals will be replaced with new pint urinals and the existing aerators will be replaced with .5 gallon -per -minute in -line flow restrictors. The existing 3.5 and 1.6 gallon -per -flush toilets will be replaced with new 1.28 gallon -per -flush toilets. In the Police Station, the existing 3.5 gallon -per -flush concealed toilets in the jail section will be retrofitted with new 1.6 gallon -per -flush ICON electronic valves. The following sites are included in the scope of this ECM: • Civic Center • Arts Center • MLK Community Center • Kimball Senior Center • Public Library • Casa de Salud • Fire Station 31 • Police Station • Fire Station 34 • Kimball Park • Las Palmas Park Pags content is subject to Confidentiality Restrictions. City of National City December 2016 tntroduction Page 11 -102- City of National City Energy Audit AMERESCO Green • Clean • Sustainable ECM 12: Irrigation Controls The irrigation system controls at the CNC facilities are mainly composed of controllers with programmable timers. Ameresco proposes to convert the existing systems to a weather -based smart irrigation system, which bases watering on actual onsite weather conditions and plant material data to determine optimal watering schedules and run times. The following sites are included in the scope of this ECM: Civic Center E Arts Center MLK Community Center Police Station Public Library Kimball Park Fire Station 31 Las Palmas Park The existing irrigation controllers will be replaced with new weather -based irrigation controllers. Weather Based Irrigation Controller Page content is subject to Confidentiality Restrictions, City of National City December 2016 Introduction Page 12 -103- City of National City Energy Audit AMERESCO Green • Clean • Sustainable A.4 Measures Considered but Not Recommended Throughout the EA, Ameresco evaluated a range of measures that would save energy, water, or improve the operations of the facilities. However, many of the ECMs were not practical or economically feasible for implementation. As such, Ameresco does not recommend implementing them at this time. The following is a list of measures that were explored, but are not recommended (NR) to be included in the Ameresco Energy Conservation Program. NR-1: Roof Replacement Ameresco evaluated a roof replacement at the Arts Center based upon a much -needed capital improvement. Ultimately it was determined that the cost of the roof replacement was too high compared to the energy savings to justify inclusion in the recommended energy conservation program. Since the City has already allocated the funding to replace the Arts Center roof, the City is moving forward with the roof replacement under a separate program. NR-2: PD Electrical Upgrades Ameresco considered upgrading the electrical system at the Police Station based on a report by BSE Engineers as well as input from the Police Station staff outlining the deficiencies in the electrical infrastructure and power backup systems. These issues create a problem with power reliability; however, fixing these issues would not save energy. Since the improvements do not save energy, they were removed from the energy conservation program. The City will move forward with the electrical upgrades under a separate program. NR-3: Sports Field Lighting Ameresco considered replacing the existing sports field lighting systems at Kimball Park, El Toyon Park, and Las Palmas Park ball fields. During the EA, several of the light poles at Las Palmas Park were discovered to have deteriorated bases and were taken down for safety reasons. All of the ball field poles at Las Palmas Park are now being replaced under a separate program. Due to the low hours of use, the payback for ball field lighting replacement is very long and does not fit into the energy program. tiality Restrictions. City of National City Decembe, 201E Itrtrnducter, raze -104- City of National City Energy Audit AMERESCO Green • Clean • Sustainable NR-4: Micro -Grid Installation As a directive from CNC, Ameresco analyzed the potential for a micro -grid near the Civic Center and adjacent city buildings. Various technologies were investigated, including renewable and gas -fired distributed power generation, battery storage, and demand control. The Micro -Grid system with natural gas -fired engines, potential islanding, and multiple -component controls would require constant oversight and management during peak times in order to ensure proper operation of the system. After careful consideration, it was determined that Solar PV was the best direction for distributed generation for the City. It provides renewable energy with manageable operation and maintenance tasks. NR-5: Landscape Replacement Landscape replacement was considered as one method of water conservation. Landscape replacement was analyzed at various locations to be replaced with drought friendly landscaping. Ultimately it was discovered that the landscape replacement return on investment did not fit well in the conservation program and was not as high a priority as replacing the old and failing HVAC systems. NR-6: Storm Water Capture Ameresco investigated installing a storm water capture system at El Toyon and Las Palmas Park, which would consist of a collection and filtration system collecting water from the existing storm drainage system. Storm water could be captured and treated, then stored in an underground 30,000-gallon concrete cistern. When the storm water was needed, it would be distributed for landscape irrigation uses. Based on the long payback and low priority to the City staff, this measure was determined unfeasible to include in the final recommended project. 14 I Pone content is subject to Confidentiality Restrictions. City of Notional City December 2016 Introduction Page 14 -105- City of National City Energy Audit AMERESCO Green . Clean . Sustainable NR-7: Camacho Recreation Center Restroom Upgrade The restroom walls at the Camacho Recreation Center have been negatively affected by water damage over the years. Ameresco considered replacing the existing wall surfaces with an FRP type wall finish to resist the water damage and extend the life of the restrooms. However, since this measure does not save energy or water, it was removed from the project. NR-8: Solar Hot Water Heating The existing solar hot water heating system at Las Palmas Pool is undersized to take care of the Olympic - sized pool's heating requirements. Ameresco investigated adding to the existing solar hot water heating capacity of the system, but during the EA, it was discussed that the management of the Las Palmas Pool was switching over to a third party. Since this was the case, the solar hot water heating project was removed from consideration. A.5 Annual Energy Use The baseline for this EA was developed using the FY 2015-2016 utility data for electricity, natural gas, and water. The data includes annual consumption and charges for electricity, natural gas, and water for all facilities included in the EA. The total annual average expenditure for all three utilities is $969,631. The total square footage of the buildings considered in the scope of this project at CNC is 263,064 square feet. The normalized utility cost for CNC is $3.68 per square foot. Page content is subject to Con'.-:: City of Notional City December 2016 Introduction Page 15 -106- City of National City Energy Audit AMERESCO Green • Clean • Sustainable A.6 Cost Savings Summary Based on CNC's direction and collaboration, from all of the ECMs considered and developed, eight ECMs have been included in the project. Table A.3 provides a summary of the estimated costs and savings for the ECMs. The project will be financed through a TELP and CREBS financing package. The overall interest rate used in the EA is 2.5 % for the 20-year lease. (Actual interest rate to be secured by CNC and their financial analyst.) The funding sources will be the energy savings, water savings, and deferred maintenance contribution. A.3. Energy Conservation Measure Cost Savings and Implementation Costs — Firm Pricing Energy Conservation Measure Electric Savings Annual Cost Savings ($) Water Savings Deferred Maintenance Contribution Total Annual $ Savings Total Installation Cost ECM 1: Civic Center HVAC & Controls Upgrades $9'493 $78,482 $87,975 $1,523,918 ECM 4: Solar PV $82,993 E $82,993 $1,587,449 ECM 6: HVAC Controls $10,251 1 $10,251 $377,621 ECM 8: Interior Lighting Upgrades $29,288 $29,288 $677,062 ECM 9: Exterior Lighting Upgrades $10,293 $10,293 $157,415 ECM 10: HVAC Equipment Replacements $6,639 $44,270 $50,909 $859,614 ECM 11: Domestic Water Conservation $15,307 $15,307 $145,200 ECM 12: Irrigation Controls $11,646 $11,646 $75,029 Total $148,957 $26,953 $122,752 $298,662 $5,403,308 A.7 Energy Escalation Rate A 3.5 percent energy and water escalation rate has been used in the cash flow for the project. This is based on historical SDG&E escalation rates and was accepted by National City as the projected escalation rate in the previous energy conservation program executed in 2011. Page content i; >,;e;e:: ;o Conficentlality Restrctions. City of National City December 2016 Introduction Page 16 -107- CITY OF NAT�Nr._:m ENERGY AUD!T B.0 Facility Descriptions City of National City, California December2016 Page content is subject to Cc-' AMERESCO Green - Clean . Sustainable B.0 Facility Descriptions -108- City of National City Energy Audit B.0 Facility Descriptions The buildings and sites evaluated by Ameresco include the following: Table B.O. Energy Audit Site Portfolio AMERESCO Green • Clean • Sustainable Bldg. No 1 Abbr. CC Building Name Civic Center Building Area (sqft) 56,934 BuildingAddress 1243 National City Blvd. 2 MLK MLK Community Center 18,900 140 E 12th St 3 KSC Kimball Senior Center 4,976 1221 D Ave. 4 KRC Kimball Recreation Center 5,137 148 E 12th St. 5 ETRC El Toyon Recreation Center 5,454 2005 E 4th St. 6 CRC Camacho Recreation Center & Gym 17,968 1800 E 22nd St 7 CDS Casa de Salud 7,054 1408 Harding Ave. 8 PL Public Library 49,000 1401 National City Blvd. 9 PS Police Station 46,288 1200 National City Blvd. 10 FS34 Fire Station 34 18,500 343 E 16th St. 11 FS31 Fire Station 31 5,667 2333 Euclid Ave. 12 AC Arts Center 13,000 200 E 12th St. 13 LP Pool Las Palmas Pool 14,095 1800 E 22nd St 14 KP Kimball Park 140 E 12th St 15 ETP El Toyon Park 2005 E 4th St. 16 LPP La Palmas Park 2101 Palm Ave. Rabe entiallty Restrictions. City of Notional City, California December 2016 B.0 Facility Descriptions Page 7 -109- AMERESCO Green • Clean • Sustainable 1. Civic Center Year Square Feet Floors 1956 56,934 3 City of National City Energy Audit Building Description The Civic Center is a three-story building located at 1243 National City Blvd. The building includes open and private office areas, meeting rooms, the Council chambers, restrooms and other support areas. Various city departments are located in the building including Engineering, City Clerk, Planning, Personnel and Finance. The basement level includes a former jail which is now used for storage. The old Emergency Operations Center is also in the basement and is now used for storage and staff offices. The Civic Center hours of operation are Monday through Thursday from 7 AM — 6 PM and closed Friday, Saturday and Sunday. The City Council meets on the first and third Tuesdays of the month to discuss and take action on City matters. The Civic Center Building construction consists of concrete walls, single -pane metal frame clear and tinted windows with interior shading. The flooring consists of carpet and tile. The ceilings include hard - lid and drop ceilings. The roof is a built-up roof and appears to be in good condition. However, the air handling unit penthouse enclosures located on the roof are in poor condition and should be replaced. During the site surveys, Ameresco observed significant quantities of rain leaking through the penthouse roofs. Also, evidence of long-term water damage was observed on existing rusted electrical conduit and roof supports. =3e content is subject to Confidentiality Restrictions. 8.0 Facility Descriptions Page 2 City of Prefrontal City. Colifornia December 203E -110- City of Nationa! City Energy Audit AMERESCO Green • Clean • Sustainable Lighting Systems The linear fluorescent lighting systems inside the building consist of energy -efficient T8 fluorescent lamps and ballasts installed in troffer, wrap, and strip style fixtures. The lamps and ballasts were installed in 2011 as part of a city-wide lighting energy efficiency upgrade. Into r Trrt, fer 1ig19tirag Interior Track and Troffer Light rg Spot- and task -lighting in the building include compact fluorescent, halogen, and incandescent light fixtures. The interior lighting fixtures located inside the building are controlled by light switches and occupancy sensors. Ameresco observed occupancy sensors in offices, storage rooms, conference rooms, utility rooms and restrooms. The existing exterior lighting at the Civic Center Building includes compact fluorescent, incandescent, high pressure sodium, metal halide and LED fixtures. E sctenor Flood Li hts Exterior Surface Can Lights The exterior light levels appeared to be adequate even though there were a few burned out or missing lamps. The majority of the Civic Center exterior lights are controlled to operate from 5 PM — 7 AM nightly. The two large floodlights located in the back of the building are controlled by a photocell that turns them on and off based on ambient light levels. Page content is subject le Cau.d City of National City, Colifornia December 2016 8.0 Facility Descriptions Page 3 -111- AMERESCO Green • Clean • Sustainable City of National City Energy Audit HVAC Equipment The Civic Center HVAC system consists of a water-cooled central plant, five chilled -water air handling units, and several air-cooled DX split system units. Heating in the building is accomplished via two hot water boilers (680 MBH each) that serve hot water reheat coils in the zone distribution system. One hot water boiler is out of operation at this time. The chilled water system is made up of two 52-ton McQuay water-cooled electric, scroll -type chillers, although only one chiller is currently functional. Chiller 2 is inoperable due to failed chilled water and condenser water flow sensors. The chilled water flow sensor on chiller 1 is locked in the 'on' position, so chiller 1 will operate even if the chilled water pumps are off. The chilled water pumping arrangement is made up of two 7.5-hp centrifugal pumps, each designed to carry the combined chilled water demand. This provides a pumping system redundancy. The pumps are equipped with a variable frequency drive to operate only to meet demand flow requirements. Variable frequency drives are designed to save energy as the system varies flow which in turn reduces pump energy consumption. Unfortunately, the current set-up of this system's variable frequency drives is a manual operating mode so the system is not taking advantage of the potential energy savings. The condenser water system is made up of a single -cell cooling tower, forced draft, with a centrifugal fan arrangement. The condenser water pumps are sized to serve the chillers individually. There is no redundancy in the condenser water system in either the pumps or the chillers. Coo/tits loivery 'Y?8%'c r' xp`,fYf,'/,f In 2011, the chillers, chilled water pumps, and cooling tower were replaced with new equipment. The piping in the chiller room was also replaced. The condenser water pumps and the condenser water pipe in the cooling tower yard and underground to the mechanical room were not replaced. It is estimated that the age of the pumps and piping are approximately 30 years old and were most likely replaced at the time of the last major air conditioning overhaul of the building in 1986. onfidentialrty Restrictions. qNational City, California December 2016 -112- City of National Cty Energy Audit AMERESCO Green • Clean • Sustainable In order to accommodate a variable primary flow chilled water arrangement, the air handling unit chilled water control valves were converted from three-way to two-way valves on AHUs 1, 2, 4 and S. The valve on AHU 3 remained as a three-way valve to meet the minimum flow requirements of a single operating chiller. However, the chilled water valves are all manually locked in a fixed position so that the system does not control the chilled water flow through the AHU coils. Some other issues observed during the audit are as follows: There is an operational problem in that both chillers cannot be run simultaneously in a reduced - flow condition as would be preferable with a variable primary chilled water system. The system was set up such that a three-way valve at AHU-3 would be used as a bypass for chilled water (CHW) flow to keep minimum flow in the chillers. The bypass in the valve is most likely insufficient to keep the chillers on line. There are no automatic isolation valves on the individual chillers, which prevents the automatic isolation of the non -operating chiller. It is preferable to isolate the non -operating chiller to prevent flow through the chiller that is turned off. The only way to set up an automated sequence to isolate the non -operating chiller would be to add automatic isolation valves. The differential pressure switch to control the minimum flow from the CHW pumps is located in the mechanical room. Typical practice is to locate the pressure sensor for the system away from the plant so as to measure the hydraulic pressure loss based on flow in the system. The Civic Center building is served by five chilled water air handling units and several DX split systems. The chilled water air handling units are constant volume with chilled water cooling coils. Zone temperature control is maintained using zone reheat coils located within the zone to be controlled. The chilled water air handling units serve the building areas as follows: Air Handling Unit AHU-1: Serves the lower level, north side. There are seven reheat zones. The unit is located in a mechanical room on the lower level, northeast corner of the building. Air Handling Unit AHU-2: Serves the south lower level of the building once used as a jail. The entire zone is currently used as storage space by different City departments for miscellaneous storage. it is our recommendation that this unit be left as is. However, if the City decides to modify the use of the space, the reconfiguration for air conditioning of the space to make it more functional can be made at that time. Air Handling Unit AHU 3: Serves the Council Chambers located on the second level. There is no zone reheat. The heating coils are located in the air handling unit. The unit is located in the north penthouse on the roof. Page content is subject to Confidentiality Restrictions. City of National City, California 8.0 Facility Descriptions Pope 5 December 2016 -113- AMERESCO e m • Clean . Sustainable City of National City Energy Audit Air Handling Unit AHU-4: Serves the south side first and second level office areas with a total of 15 reheat zones. The unit is located on the roof in the south penthouse. Air Handling Unit AHU-5: Serves the north side first and second level office areas with a total of 15 reheat zones. The unit is located on the roof in the north penthouse. Penthouse air handling umr All five chilled water air handling units are in poor condition. The ductwork located in the mechanical rooms and penthouses is insulated with an internal lining and is in poor condition. Also, in the penthouses, the duct has been exposed to water due to infiltration of water through the leaking penthouse roof during rain storms. The penthouses are not weather tight at this time. The ductwork in the building distribution systems is insulated with an exterior wrap. The ductwork located in the building is in fair condition. The basement ancillary space adjacent to the jail area that at one time housed the public safety administration area, is served with an air handling unit with a direct expansion (DX) refrigeration coil for cooling. There are also split system DX units serving the computer server room and a conference room located in the Finance Department. During the inspection of the HVAC systems, Ameresco observed zone dampers disconnected from their control tubing, return air openings almost completely plugged with debris, hot water reheat coils covered with fiberglass insulation fibers, hot water piping capped at hot water reheat coils, leaking hot water valves, and closed hot water valves. Several rooms were constructed without return air grilles or openings resulting in stagnant airflow and positive air pressure problems. Page conte: ••=. b; c[ 'C __• 8.0 Facility Descriptions Page 6 City of National City, California December 2016 -114- City of National City Energy Audit Hot water reheat coil covered in fibers Hot water re -heat piping Disconnected pneumatic controb AMERESCO Green • Clean • Sustainable Plugged return air opening Closed hot water reheat isolation valve ect to Confidentiality Restrictions. City of National City, California December 2016 6.0 Facility Descriptions Page 7 -115- AMERESCO Green • Clean • Sustarnab►e City of National City Energy Audit All of these conditions lead to an uncomfortable and unhealthy working environment and should be addressed immediately. The occupants would greatly benefit from a comprehensive HVAC system upgrade including new system and zone level equipment and controls specifically designed for the needs of the occupants and the physical layout of the rooms, which have been altered over time without consideration of the effect on the HVAC system's operation. Table B.1. Civic Center HVAC Equipment Summary Table ni 1 Aladdin 1HC-18LS Serves Basement North eating 1Mi1B11' Cooline Tons 16 Installed 1986 2 Aladdin 1HC-12L Serves Basement South 15 1986 3 Aladdin 1HC-24LS Floor 1 &2 North 33 1986 4 Aladdin 1HC-24LS Floor 1 &2 South 37 1986 5 Aladdin 1HC-15MS Council Chambers 88 10 1986 6 McQuay WGZ050C AHU chilled water coils 52 2011 7 McQuay WGZ050C AHU chilled water coils 52 2011 8 BAC PT20412A Chiller 1 & 2 condensers 2011 9 SF 18 Learning Center & Offices 1986 10 SF 2 Weight Room 1986 11 Data Aire / Liebert DTAU-0534 / DCSF104 Computer Room FCU / CU 2012 / 2011 12 Data Aire / DataAire DAP II Computer Room FCU / CU 2011 / 2011 13 Goodman CKJ60-1C Finance Dept. Conf. FCU 2004 14 De Dietrich ECO 230 AHU & Reheat coils 714 in / 658 out 2011 15 De Dietrich ECO 230 AHU & Reheat coils 714in/658 out 2011 Page content is subject to Confidentialit Pesinc 8.0 Facility Descriptions Page 8 CO of National City, California December 2016 -116- City of National City Energy Audit AMERESCO Green • Clean • Sustainable HVAC Controls The HVAC Controls in the Civic Center Building include two different Honeywell DDC systems, the XBS (Excel Building Supervisor) and the EBI (Enterprise Building Integrator) systems. The majority of the equipment is connected to the XBS system. The Honeywell XBS Operator Workstation provides monitoring and control for the five -chilled water air handling units SF-1, SF-2, SF-3, SF-4 and SF-5. The following points are typical of chilled water air handling units: Supply Fan Status Return Fan Status Supply Air Temperature Return Air Temperature Mixed Air Temperature Economizer Dampers Heating Hot Water Valve (SF-2 & SF-5 only) Chilled Water Valve (CHW valve control moved to Honeywell EBI during Chiller Upgrade Project) The existing Honeywell XBS system includes floor plan graphics for the Basement, first floor, and second floor showing the locations of the zone hot water coils and the current space temperatures. However, the XBS system does not allow the operator to adjust the zone hot water coil temperature setpoints and is not currently setup to provide operator access to allow adjustment of the supply air temperature setpoints. The supply fans are currently wired to Honeywell I/O Modules and the control logic is done in the remote building manager controller. Ideally, the I/O Modules should be replaced with application - specific programmable controllers so the logic resides in the controllers and not in the building manager. That way if the building manager fails, it will not cause all of the supply fans to shut down unnecessarily. The zone hot water coil space temperature sensors are also currently wired to Honeywell I/O Modules and the control logic is operated in the remote building manager controller. The existing zone hot water coils have pneumatic valve actuators and are controlled by a pneumatic signal from a pneumatic pressure transducer wired to the Honeywell I/O module. The I/O Modules for the hot water coils should also be replaced with application -specific programmable DDC controllers so that the logic will reside in the controllers and not in the building manager. Because once again, if the building manager fails, the correct configuration will not cause all of the zone hot water coils to lose control. Page content is sulaect to Co^;:derba lty Rest ttions. City of National City, California B.0 Facility Descriptions Page 9 December 2016 -117- AMERESCO Green . Clean S,isteinable City of Nat!onal City Energy Audit The Honeywell Enterprise Building Integrator (EBl) Operator Workstation provides monitoring and control of the Central Plant, which includes the following points: Table B.2. Existing points for central plant equipment Boiler No. 1 Start/Stop HHW Pump No. 1 Start/Stop CHW Supply Temperature Cooling Tower Fan Start/Stop Boiler No. 1 Status HHW Pump No. 1 Status CHW Return Temperature Cooling Tower Fan Status Boiler No. 2 Start/Stop HHW Pump No. 2 Start/Stop Chiller No. 1 Alarm CW Pump No. 1 Start/Stop Boiler No. 2 Status HHW Pump No. 2 Status Chiller No. 2 Alarm CW Pump No. 1 Status HHW Supply Temperature Chiller No. 1 Start/Stop CHW Pump No. 1 Start/Stop CW Pump No. 2 Start/Stop HHW Return Temperature Chiller No. 1 Status CHW Pump No. 1 Status CW Pump No. 2 Status Boiler No. 1 Alarm Chiller No. 2 Start/Stop CHW Pump No. 2 Start/Stop CW Supply Temperature Boiler No. 2 Alarm Chiller No. 2 Status CHW Pump No. 2 Status CW Return Temperature Note: several control system issues were discovered during the audit including the following: The integration of the automated control for the CHW valves for the supply fans was not completed during the 2011 chiller upgrade project. The chilled water valves are fixed in the open position. The temperature sensors installed on the building chilled water supply loop and return loop are incorrectly reversed. Chiller 1 chilled water flow switch is indicating "Flow" even when the chilled water pump s are off. Chiller 2 chilled water flow switch is indicating "No Flow" even when the chilled water pumps are running. Chiller No 2 condenser water flow switch is indicating "No Flow" even when the condenser water pumps are running. These issues are preventing one chiller from operating and causing the other chiller to fail on evaporator alarms. Also, chiller 1 and chiller 2 both need to have automatic isolation valves installed on the inlet to the evaporator and condenser barrels to prevent water flow through the evaporator and condenser on the disabled chiller. A differential pressure transmitter needs to be installed on the evaporator inlet and outlet at each of the chillers as well as the penthouse mechanical room to allow for proper control of the building's chilled water loop differential pressure control. ✓age content is subject to Confidentiality Restrictions. B.0 Facility Descriptions Page 10 City of National City. California Decenmber2©16 -118- City of National City Energy Audit AMERESCO Green • Clean • Sustainable During the audit of the building HVAC systems, Ameresco installed run -hour data loggers to measure the operation of various mechanical equipment in the Civic Center to verify the run hours of the air handling units and chiller. The information on the following page represents the summary of the measured data: Table B.3. Civic Center chiller compressor State Sun Mon 2/16 Tue 2/17 ;. Wed 2/11 2/12 Thu Fri Sat on off 1:00 AM 4:00 AM 4:00 AM 4:00 AM off off off off 6:30 PM 10:00 PM 10:00 PM 10:00 PM off off Table 8.4. Civic Center condenser water pump motor Date: State Sun Mon 2/16 2/17 2111 u...K. Tue Wed Thu Fri 2/1'. Sat on off 1:00 AM 4:00 AM 4:00 AM 4:00 AM off off off off 10:00 PM 10:00 PM 10:00 PM 10:00 PM off off Table B.5 .Civic Center supply fan 3 motor Dat State Sun 2/15 2/16 2/17 2/11 2/12 2/13 Mon Tue Wed Thu Fri Sat on off 1:00 AM 4:00 AM 4:00 AM 4:00 AM off off off off 6:30 PM 9:30 PM 9:30 PM 9:30 PM off off Table B.6. Civic Center supply fan 4 motor Date: 2/14 2/15 2/16 2/17 2/11 2/12 2/13 State Sun Mon Tue Wed Thu Fri Sat on off 1:00 AM 4:00 AM 4:00 AM 4:00 AM off off off off 6:30 PM 9:30 PM 9:30 PM 9:30 PM off off As can be observed, the equipment is operating Monday through Thursday and off on Friday, Saturday, and Sunday. The daily run hours do not match the hours of operation of the building, which are Monday through Thursday 7AM — 6 PM. Similar to the HVAC mechanical equipment, the HVAC controls in the Civic Center are not functioning properly. Not all of the HVAC control system controllers are communicating and some control devices are locked in manual operation instead of automatic control. Pneumatic control tubing is disconnected from some of the valve and damper actuators. A few of the HVAC control devices are broken or installed incorrectly. The existing HVAC control systems reside on two separate operator workstations that do not communicate between the two systems. The City does not have the ability to monitor and control the equipment in a reliable or energy efficient manner. Page content is subject to Confidently c. B.0 Facility Descriptions Page 11 -119- AMERESCO Green • Clean . Sustainable City of National City Energy Audit In order to correct the problems with the HVAC control system and allow the City to monitor and control the HVAC equipment properly, a complete HVAC control system upgrade is required. This will include replacing the existing systems with a Honeywell WEBs-AX Energy Management System capable of monitoring and controlling the equipment in an energy efficient manner. The Honeywell WEBs-AX Energy Management System is Internet -based and only requires a standard web browser (e.g. Internet Explorer) to access the system. This allows for a user-friendly environment for performing management system functionality such as temperature set -point point changes, scheduling, trending, alarm management, time management, archiving and enterprise level information management. Plumbing Systems The plumbing systems in the building consist of a mixture of standard and low -flow devices. Ameresco counted 15 standard -flow toilets, 8 low -flow toilets, 8 standard -flow urinals, and 24 sinks. Converting these plumbing fixtures to ultra -low -flow devices will save the City a significant amount of domestic water as well as save on water costs. The irrigation controller installed in the building includes one 16- station controller to provide irrigation for the landscaping around the building. Plug Load Equipment The plug load equipment located in the Civic Center includes typical office plug loads including computers, printers, monitors, and copiers. The kitchen room had two refrigerators and microwaves for staff use, and there are a few televisions located throughout the building. The computer server room includes multiple racks of computer equipment to provide network service to the staff. During the surveys Ameresco observed approximately 45 computers located throughout the building. ?..{" Fat 'ity Descriptions o Confidentiality Restrictions. City of National City, California December 2016 -120- City of National City Energy Audit AMERESCO Green • Clean • Sustainable 2. MLK Community Center Year Square Feet Floors 1992 18,900 1 Building Description The Martin Luther King (MLK) Community Center is a single -story building used for office space, recreation classes, and community events. The office areas are occupied by the Section 8 Housing Department, Risk Management, and Human Resources. The Banquet Hall is used for classes and large events and is supported by a full size kitchen facility. The office hours are Monday through Thursday 7 AM — 6 PM. The building construction consists of concrete block walls, single -pane metal frame tinted windows with interior blinds, and a built-up roof. The ceilings include drop ceilings in the office areas and hard -lid ceilings in the halls. There is a drop ceiling in the banquet room which has full floor -to -ceiling windows. Lighting Systems The existing interior lighting includes energy efficient linear fluorescent and compact fluorescent fixtures. The predominant light fixture type is the troffer fixture. The exterior lighting fixtures include a mixture of compact fluorescent, LED, metal halide, and high pressure sodium fixtures. content is subject to Confidentiality Restrictions, City of National City, California 8.0 Facility Descriptions Page 13 December 2016 -121- AMERESCO Green • Clean • Sustainable City of National City Energy Audit Interior Troffer Lighting ExteriorJVa/ Pack 1J2/%tiig The interior and exterior lighting fixtures appeared to be in good condition. The interior lighting fixtures are controlled by switches and occupancy sensors. Occupancy sensors were observed in restrooms, hallways, storage, kitchen, and office areas. The exterior light fixtures are controlled by time clocks or photocells. HVAC Equipment The HVAC units serving the MLK Community Center consist of 11 rooftop package heat pumps. Four of the units are new, but the remaining seven heat pumps are in poor physical condition and are beyond their useful lives. Exrstin-g Rooftop package unit and exposed ductwork The original units were installed in 1993. The new HVAC units were installed in 2010, 2014 and 2015. The following table lists the existing HVAC equipment at the MLK Community Center. The unit model numbers listed without serial numbers are based on the mechanical as -built drawing Rooftop Heat Pump Schedule. Page content is subje City of National City, California December 2016 -122- City of National City Energy Audit AMERESCO Green • Clean • Sustainable Table B.7, MLK Community Center HVAC Equipment Summary Table Unit 1 Make Carrier Model 50NQ0183 Serial Cooling Tons 1.5 Installed 1993 2 Carrier 50TCQD08 0210G50559 7 2010 3 Carrier 50NQ0303 2 1993 4 Carrier 500ll0126 0493G14019 10 1993 5 Carrier 50TCQD08 4814P76186 7 2014 6 Carrier 50TCQD08 0215P77735 7 2015 7 Carrier 50PQ016 0493F31257 11.5 1993 8 Carrier 50TCQA06 1310G30340 5 2010 9 Carrier 50NQ0303 2 1993 10 Carrier 50NQ0426 3.5 1993 11 Carrier 50NQ0366 3 1993 HVAC Controls Each heat pump serves a single -zone in the MLK Community Center Building. The package units are controlled by an old programmable Honeywell control system and bypass timers. The bypass timers are located in an electrical room and janitor room. It is not known how much of the existing control system and bypass timers still function properly. By checking the utility data, Ameresco observed that the majority of the air conditioning usage occurs Monday — Thursday, with some minor usage on Friday and none on Saturday or Sunday. During the surveys, Ameresco investigated the old Honeywell control panel and discovered that the HVAC equipment on the office side is programmed to run Monday — Thursday from 6AM —6 PM and Friday from 6 AM —12 PM. The meeting room HVAC equipment is not scheduled to run and uses 6 hour bypass timers to turn the HVAC equipment on when needed. Existing package unit control panel Several of the thermostats located in the Section 8 housing office area are old, manual mercury bulb - style and should be replaced with electronic programmable thermostats. ,S.aliYy P,estnchonz. (it of National City. California B.O Facility Descriptions Page 15 -123- AMERESCO Green • Ciean • Sustainable City of National City Energy Audit During the audit, the outside air conditions were recorded as 73 ° F DB and 28 percent RH. While walking through the building, Ameresco sampled the temperatures and humidity of the building with the following results: Human Resources Entry: 65 ° F DB 37 percent RH Section 8 Entry: 72 ° F DB 31 percent RH Banquet Room: 66°F DB 33 percent RH Based on the sampled data, the systems are not configured correctly. The units serving the Human Resources and Banquet Room areas appear to be cooling the spaces to temperatures that are well below the recommended ASHRAE levels. Increasing the cooling setpoints to 74F-76F will save significant energy. Plumbing Systems The plumbing systems include standard -flow devices. Ameresco counted 9 toilets, 3 urinals and 13 sinks installed in the building. New ultra -low -flow fixtures could replace the existing standard -flow devices and save a significant amount of water. The irrigation controller installed in the building included one 18-station controller. The kitchen stove and oven are gas -fired and appear to be in fair condition. Plug Load Equipment The plug loads in the building include typical office type equipment and kitchen equipment including computers, printers, monitors, refrigerators, microwaves and an ice machine. Throughout the building, Ameresco counted approximately 25 computers in operation. Page content is subject to Confidentiality Restrictions. B.0 Facility Descriptions Page 16 City of National City, Califomio December 2016 -124- City of National City Energy Audit AMERESCO Green • Clean • Sustainable 3. Kimball Senior Center Year Square Feet Floors 1986 4,976 1 Building Description The Kimball Senior Center building is a single -story building used for senior activities. It includes a main activity area and perimeter tables for card games, billiards and reading. The hours of operation of the building are Monday, Wednesday, Thursday 9:30 AM - 4:30 PM, Tuesday 9:30 AM - 1:30 PM, and closed Friday through Sunday. The building construction consists of stucco walls with wood framing. Windows are single -pane metal frame tinted windows with interior blinds. The roof construction consists of concrete shingles. The ceilings are hard -lid. The roof appears to be in good condition with no signs of leaking. Lighting Systems The interior lighting includes energy -efficient T8 linear fluorescent and compact fluorescent fixtures. The predominant light fixture type is the linear strip fixture. The center meeting area utilizes indirect lighting since there is a skylight providing illumination during the day. The exterior lighting fixtures include a mixture of induction and compact fluorescent fixtures. The exterior light fixtures are controlled by time clocks or photocells. Page content is subject to B.0 Facility Descriptions Page 17 -125- AMERESCO Green • Clean • Sustainable City of National City Energy Audit HVAC Equipment The Kimball Senior Center is divided into two zones, with each served by a split 7-ton Carrier heat pump system. The fan/evaporator sections are located in the ceiling space within the building, while the condensing units are ground - mounted on the exterior of the building. The HVAC equipment appears to be in fair condition, with some slight damage to the fins on one of the condensers. Table B.8. Kimball Senior Center HVAC Equipment Summary Table Unit 1 Make Model Carrier 38ARO008 Serial 4409G20103 Outdoor Condensing unit with bent frs Cooling Tons Installed 7 2009 2 Carrier 38ARQ008 1007G10101 7 2007 HVAC Controls The systems are each independently controlled by a standalone Carrier Thermostat and by-pass timer with a one -hour maximum time limit. The room temperatures were measured at 73 ° F 46 RH. The thermostats had signs over them saying do not touch. When we asked the attendant, he mentioned that they needed the signs because the thermostats were being constantly changed from hot to cold and back to hot by the occupants. The HVAC system would benefit from remote control by an Energy Management System or programmable thermostat with lockout capability. PLEASE, DO No! 10! ( TIIERMOSTM. 7H4Nli Themostat cover sign uoject to Confidentiality Re,tnctinns. 8.0 Facility Descriptions Page 18 City of National City, California December 2316 -126- City of National City Energy Audit AMERESCO Green . Clean • Sustainable Plumbing Systems The plumbing fixtures installed in the Senior Center include standard and low -flow devices. The toilets are rated at 1.28 gallons -per -flush, the urinal is rated at 1.5 gallons -per -flush, and the aerators are rated at 2 gallons -per -minute. The irrigation controller includes 18 stations to irrigate the landscaping around the building. Plug Load Equipment The building has minor plug loads. The office has a computer and monitor. The kitchen plug loads include two refrigerators, a microwave, and two vending machines. The community area has a television and boom boxes for the occupant use. Page content is subject to Confidentiality Rest icta City of National City, California BA Facility Descriptions Page 19 December 2016 -127- AMERESCO Green • Clean • Sustainable City of National City Energy Audit 4. Kimball Recreation Center Year Square Feet Floors 1973 5,137 2 Building Description The Kimball Recreation Center is a multi -use building. The upper floor of the building is used for dance classes and performances. This upper floor has restrooms and offices for the recreation staff. The lower floor is used as a maintenance equipment storage and office area. The hours of operation of the recreation portion of the building are three days per week 10 AM - 2 PM for the office and three days per week 5 PM - 9 PM for the dance studios. The maintenance area is used daily. The building construction consists of wood frame walls, single -pane wood frame clear windows with interior curtains, and wood floors. The exterior siding is in poor condition and should be replaced and resealed. The built-up roof is in poor condition and covered with tarps and plastic to prevent leaks. Existing rooftop meted with white tarps Festrctions P D Facie;? i]ccr ipe;onc City of National City, California December 2016 -128- City of National City Energy Audit AMERESCO Green - Clean • Sustainable Lighting Systems The interior lighting includes energy -efficient T8S fluorescent and compact fluorescent fixtures. The predominant fixture is the 4' wrap -style fixture. The interior lighting is controlled by light switches. The exterior lighting consists of compact fluorescent, metal halide, high pressure sodium, and mercury vapor fixtures. The exterior light fixtures are controlled by time clocks or photocells. Dance studio sui fare lights HVAC Equipment The Kimball Recreation Center is a two-story building, but only the second level studio spaces are air conditioned. The studio spaces are conditioned by two split systems, with the evaporator fan sections located in the attic space and the condensing units located outside the building. Indoor Fur itace Section Hole cut in return plenum Outdoor Condensing Units with bilk air space Each indoor fan unit also has an inoperable Reznor duct heater installed in the supply duct. The office space is heated by a portable heater during the cold months. The HVAC return plenum on one unit has a cut in the ductwork possibly to provide outside air, but the attic mechanical room is not vented. Table B.9. Kimball Recreation Center HVAC Equipment Summary Table Unit Make Model Heating In/Out Cooling Tons Installed 1 Carrier 38ARZ008 7 5-10 years ago 2 Carrier 38ARZ008 7 5-10 years ago 3 Reznor EEDU75-3 75MBH/60MBH 15-20 years ago 4 Reznor EEDU75-3 75MBH/60MBH 15-20 years ago City of Notional City, California December 2016 oject to Confidentiality Restrictions. B.0 Facility Descriptions Page 21 -129- HVAC Controls The split systems are each controlled by stand-alone old, manual mercury bulb Honeywell thermostats with bypass timers. The west timer has a maximum time limit of one hour. The east timer has a maximum time limit of 12 hours. The west thermostat was set to 72° F heating and 78 ° F cooling. During the walkthrough the west dance studio was measured at 72 ° F and 38RH indoor conditions. The east thermostat was set to 63 ° F heating and 66 ° F cooling. City of National City Energy Audit thermostat v iit/J locking cover aim timer Plumbing Systems The plumbing fixtures installed in the Kimball Recreation Center include standard -flow devices. The toilets are rated at 3.5 gallons -per -flush, the urinals are rated at 1.5 gallons -per -flush, and the aerators are rated at 2.25 gallons -per -minute. The irrigation controller includes five stations to irrigate the landscaping around the building. Plug Load Equipment The plug loads are minimal. The kitchen has a refrigerator, microwave, and coffee maker. Page content is subject to c B.0 Facility Descriptions Page 22 City of National City, California December 2016 -130- City of National City Energy Audit AMERESCO Green • Clean • Sustainable 5. El Toyon Recreation Center Year Square Feet Floors 1961 5,454 1 Building Description The El Toyon Recreation Center is used for art classes, music lessons and general recreation use. The posted operating hours for the building are Monday — Friday 3 PM — 5 PM. However, there are several classes being offered that occur Monday and Tuesday evenings, Tuesday and Friday mornings, and Wednesday and Thursday evenings. The Recreation Center is closed on Saturday and Sunday. The building construction consists of wood panel siding, wood frame walls, and single -pane fixed and operable windows. There are many windows in need of new window glazing. Some window panes have been replaced with plexiglass panes. One newer dual -pane vinyl frame window was discovered at the site. Interior shading is accomplished by makeshift paper sheets, curtains and blinds. I ateriar shading Interior blinds and curtains Page cc, , . ._ __ 1. R t _:eons, City of National City, Cakfornio December 2016 B.0 Facility Descriptions Page 23 -131- AMERESCO Green • Clean • Sustainable City of National City Energy Audit The flooring is linoleum and concrete. The ceilings are plain wood and one -by -one acoustical tile. The roof may need some patching or repair work since there were signs of recent water stains in several rooms. The roof should be investigated further for possible leaks at the valleys. The wood panel siding, windows, and concrete columns at El Toyon Recreation Center are all showing significant signs of wear and should be repaired or replaced as soon as possible. Deteriorated support column Separated window pane Deteriorated painted siekrzg Lighting Systems The interior lighting includes energy efficient T8 fluorescent, compact fluorescent, and a couple incandescent fixtures. The predominant fixture is the 4' wrap -style fixture. The interior lighting is controlled by light switches and occupancy sensors. The exterior lighting consists of compact fluorescent, high pressure sodium, and induction fixtures. The exterior light fixtures are controlled by time clocks or photocells. i\Ixln-b�s�bose ro rr .rarrface v�k�trrre HVAC Equipment The El Toyon Recreation Center currently does not have operable heating or cooling with the exception of the multi -purpose room. The multi -purpose room is served by a Rheem gas furnace which was installed in 2007. Three inoperable wall furnaces exist in the other rooms. Page content is subject to Confidentiality Restrictions. 8.0 Facility Descriptions Page 24 City of Notional City, California December2016 -132- City of National City Energy Audit AMERESCO Green • Clean • Sustainable HVAC Controls The furnace serving the multi -purpose room is controlled by a manual wall switch and thermostat. Plumbing Systems The plumbing fixtures installed in the El Toyon Recreation Center include standard -flow devices. The toilets are rated at 3.5 gallons -per -flush, the urinals are rated at 1.5 gallons -per -flush, and the aerators are rated at 2 gallons -per -minute. The irrigation controller includes 8 stations to irrigate the landscaping around the building. Plug Load Equipment The plug loads in the buildings are minimal and include a small refrigerator and microwave. Page content is subject to ConF.cent.a'.-. City of National City, California B.0 Facility Descriptions Page 25 December 2016 -133- AMERESCO Green • Clean • Sustainable 6. Camacho Recreation Center & Gymnasium Building Description The Camacho Recreation Center / Gymnasium is a single -story building that is used for recreational activities. The building contains a gymnasium, dance studio, art room and weight room. The hours of operation of the building are 3 PM - 8 PM Monday through Friday, 11 AM - 4:30 PM Saturday, and 11 AM — 5 PM Sunday. Gins block lt-a!L City of National City Energy Audit 1987 17,968 1 WON ThOO PM - 5:00 PM Tut 3:00 PM • 800 PM .CEO 300PM-8:00PM Building hours of operation The building construction consists of concrete block walls, glass block windows without blinds, and the front entry is a set of glass doors. The ceilings are two-by-four drop ceilings and hard - lid ceilings. The floors are one -by -one linoleum squares. The roof is a built-up roof and is in poor condition. There are signs of roof damage in the east storage room, and the restroom walls have been patched many times to overcome the water damage coming down the inside the walls. ct to Confidentiality Restrictions. 8.0 Facility Descriptions Page 26 City of National City, California December 2016 -134- City of National City Energy Audit AMERESCO Green . Clean • Sustainable Damaged wall construction Lighting Systems The interior lighting includes energy -efficient T8 fluorescent, compact fluorescent, and incandescent fixtures. The predominant fixture is the 4' troffer -style fixture. The interior lighting is controlled by light switches and occupancy sensors. The exterior lighting consists of compact fluorescent, metal halide, and high pressure sodium fixtures. The exterior light fixtures are controlled by time clocks or photocells. HVAC Equipment The Camacho Recreation Center is conditioned by four rooftop packaged gas -electric units and one heating and ventilation system that serves the gymnasium. The heating and ventilation system includes one Carrier heating unit with two Reznor duct furnaces and two rooftop exhaust fans to provide supply and exhaust for the heating and ventilation system. The rooftop units (with the exception of one new 3-ton Rheem air conditioning unit) are in poor condition and appear to be well - beyond their useful lives. Damaged ceikng from water kaki G i mrra. Rusted and deteriorated package units Page content is subject to Confidentialhy Restrict,ons. City of National City, California December 2016 B.0 Facility Descriptions Page 27 -135- AMERESCO Gtewis • Clean • Sustainable Table B.10. Camacho Recreation Center HVAC Equipment Summary Table City of National City Energy Audit Unit 1 Make Carrier Model Serial 438668482 Cooling Tons 4 Installed 1986 2 Carrier 1286C20109 2.5 1986 3 Carrier 4386C68488 3 1986 4 Rheem RRNA-8036 2G7287ADAAF330709756 3 5-10 years old 5 Carrier 39LG21AA 3899F52475 1999 HVAC Controls The gymnasium system is controlled by a manual switch located in a panel in the main office. The remaining units are controlled with bypass timers also located in the panel in the main office. The timer enables the units while the wall -mounted Honeywell thermostats provide local temperature control. One of the thermostats was set to 70 ° F cooling and 66 ° F heating and another was set to 88 ° F cooling and 86 ° F heating. The average interior conditions were measured to be 73 ° F and 32 RH and were measured before the Camacho Recreation Center had opened for the day. .2\laniiu[[ the mostokr with waisiiea ,savers Plumbing Systems The existing plumbing fixtures in the Camacho Recreation Center include standard -flow devices. The toilets are rated at 3.5 gallons -per - flush, the urinals are rated at 1.5 gallons -per -flush, and the aerators are rated at 2.25 and 2.5 gallons -per -minute. The irrigation controller includes 6 stations to irrigate the landscaping around the building. Reshnom Fixt?it r Plug Load Equipment The plug loads in the Camacho Recreation Center are minimal and include two beverage vending machines, one computer, one LCD monitor, and a network modem in the main office. E.✓? For{+tr Desc io io^5. City of National City, California December 2016 -136- City of National City Energy Audit AMERESCO Green • Clean . Sustainable 7. Casa de Salud Year Square Feet Floors 1963 7,054 2 Building Description Casa de Salud is a two-story building that is used for recreational activities for the community and include reading, billiards, TV, music, indoor soccer, arts, etc. The hours of operation of the building are Monday through Friday from 3 PM — 8 PM and Saturday from 12 PM - 4 PM. The building is closed on Sunday. The building construction consists of concrete block walls and single -pane clear and tinted windows. Most of the windows are fixed; however, the upper windows in main hall are old, louver -style windows. The flooring is a mix of one -by -one linoleum squares and carpet. The ceilings are two-by-four drop ceilings and one -by -one glued acoustical tiles. Interior shading includes blinds and curtains. Lighting Systems The interior lighting includes energy efficient T8 fluorescent, compact fluorescent, and incandescent fixtures. The predominant fixtures are the 4' troffer and wrap -style fixtures. The interior lighting is controlled by light switches. The exterior lighting consists of compact fluorescent, LED, and high pressure sodium fixtures. The exterior light fixtures are controlled by time clocks or photocells. Louvered windows in main room Pendant fluorescent lighting s subject to Confidentiality Restrictions. City of Notional City, California December 2016 B.0 Facility Descriptions Page 29 -137- AMERESCO Green • Clean • Sustainable City of National City Energy Audit HVAC Equipment The Casa de Salud HVAC system consists of two rooftop packaged heat pumps. The units have reached the end of their useful life. One unit is a Goodman PH048-1AB and the other is an unknown heat pump. HVAC Controls Each unit is controlled by a wall -mounted electric thermostat with a six -hour bypass twist timer. Plumbing Systems The plumbing fixtures installed in Casa de Salud include standard -flow devices. The toilets are rated at 3.5 gallons -per -flush and the aerators are rated at 2.25 and 2.5 gallons -per -minute. There is no irrigation around the building. There were several signs placed at Casa de Salud warning about plumbing and water problems. Plcnnbing trouble notices in various location. Plug Load Equipment The plug loads in the building include 13 computers with monitors, a printer, and a television. The kitchen appliances included two microwaves, one refrigerator, a gas stove and oven. Page content is subject to Confide,.; a , B.0 Facility ©esc-ietwo^s Page 30 City of National City, California December 2016 -138- City of National City Energy Audit AMERESCO Green - Clean • Sustainable 8. Public Library Year Square Feet Floors 2003 49,000 2 Building Description The Public Library is a two-story building used for typical library activities including quiet reading, computer room use, group study, audio visual study and office work. The library also has an archive room for rare collections. The hours of operation of the building are Monday through Thursday 10 AM - 8 PM, Saturday and Sunday 1 PM to 5 PM, and closed on Fridays. The building construction consists of masonry and metal frame walls with masonry veneer panels and dual -pane tinted windows with interior shades. A significant section of the exterior walls are full height glass walls with large glass sections with metal frames. The ceilings consist of drop ceilings and hard -lid ceilings. The roofing is a mix of single -ply built-up and single -ply membrane type construction and is in good condition. Public Libra!), rear glass wall construction City of National City, California December 2016 Public Libray front entrance B.0 Facility Descriptions Page 31 -139- AMERESCO Green • Clean • Sustainable City of National City Energy Audit Lighting Systems The interior lighting includes energy -efficient T8 fluorescent, biaxial, compact fluorescent, and LED fixtures. The predominant fixtures are the troffer and stack light fixtures. The City recently installed LED strip lights along the perimeter of the glass wall in the stack areas to improve the lighting. The interior lighting is controlled by light switches and occupancy sensors. The exterior lighting consists of compact fluorescent and metal halide fixtures. The exterior light fixtures are controlled by time clocks and photocells and are set to turn off by 9 PM every night. Existing stack lighting over bookshelves HVAC Equipment The Public Library's HVAC system consists of a chilled water plant, VAV air handlers, and a heating hot water system. The chilled water plant includes a 231-ton water-cooled chiller system, RAE model RECH- SM280, two Evapco fluid coolers, and four chilled water pumps, each with a VFD and two condenser water pumps. The air distribution system consists of seven air handling units with variable frequency drives (VFDs) that each serve single or multiple zones with VAV boxes and reheat coils. There is also a standby air handling unit serving the Local History Room after hours. The computer and data rooms are conditioned by separate split system fan coil units not connected to the chiller. The hot water for the reheat coils is produced by a 1,500 MBH natural gas -fired, forced draft boiler. Six exhaust fans serve the restrooms, elevator mechanical rooms, lounge, and kitchen. Roojlop a?r- handling Knit an rz (If.'4 ZT7o Variable frequen) drive Page content is subject to Confidentiality Restrictions. City of National Oty, California December2016 -140- City of National City Energy Audit AMERESCO Green - Clean • Sustainable Based on Ameresco's observations and also confirmed in a recent evaluation of the building by Randall Lamb Associates, the HVAC system and controls are in need of significant repair and correction. The VFDs are operating in manual mode, the outside air dampers are locked in the closed position, the building is operating under negative pressure, the boiler is set to manual operation, and the chiller is experiencing problems with performance. Table B.11. Public Library HVAC Equipment Summary Table Unit 1 Make Huntair Serves Main Collections Heating MBH 381 oo ing ons 25 ns a e• 2003 2 Huntair West 2nd Floor 381 25 2003 3 Huntair West 1st Floor 381 25 2003 4 Huntair Main Collections 429 30 2003 5 Huntair South Office 552 38 2003 6 Huntair Local History 132 7 2003 7 Huntair Meeting Room 98 6 2003 8 RSD AHU chilled water coils 200 2003 9 Ajax AHU & VAV reheat coils 1500 in / 1245 out 2003 HVAC Controls The HVAC units are controlled by a Honeywell DDC system, including zone level temperature sensors. The EMS also monitors system parameters and schedules the daily operation of the equipment. The "front end" of the system is located in the library administration area on the second floor. During the site surveys, Ameresco measured the indoor temperature and humidity conditions and observed that the majority of the spaces had room temperatures between 70 ° F and 74 ° F and relative humidity between 28 RH and 32 RH. zri; her The system has the capability to operate in an energy -efficient manner, but the equipment should be repaired before the controls are re -configured. The City is currently working with Randall Lamb Associates to re -commission the building equipment and controls, including rebalancing the air and water systems and re -programming the HVAC controls. Page centent Ia subject to Cecf en:4a. City of Notional City, California December 2016 B.O Facility Descriptions Page 33 -141- AMERESCO Green • Clean • Sustainable City of National City Energy Audit Plumbing Systems The plumbing fixtures installed in the Public Library include standard and low -flow devices. The toilets are rated at 3.5 and 1.6 gallons -per -flush, the urinals are rated at 1.5 gallons -per -flush, and the aerators are rated at 2.0 gallons -per -minute. The irrigation controller includes 16 stations to irrigate the landscaping around the building. The landscaping around the building has been converted to rock and drought -tolerant plants so very little irrigation should be required. Also, the City recently installed a new rainwater capture system that irrigates the Public Library's plants. The rain water is collected from storm drains and stored in a 30,000- gallon storage system. Plug Load Equipment The plug loads in the library building include typical office and library equipment loads. The first floor stack areas have computer stations located all around the stacks. Ameresco counted 43 computer stations in the stacks areas. There were an additional 12 computer work stations observed in the information and office areas on the first floor. Also, two copiers were observed on the first floor for public use. Ameresco observed 96 computers on the second floor with 64 out of the 96 located in the computer lab. According to the computer lab technician, the computers are turned on at 10 AM and turned off at 7:45 PM by the library staff. The other plug loads on the second floor include copiers, printers, televisions, fax machines, a laminator, and micro fiche. Computer.rtalious located around stack areas Confidentiality Restrictions. B.0 facility Descriptions Poge 34 City of National City, Califomic December 201E -142- City of National City Energy Audit AMERESCO Green • Clean • Sustainable 9. Police Station Building Description The Police Station is a three-story includes evidence storage, the jail private offices, the briefing room, room. Year Square Feet Floors 1991 46,288 3 building that is used for typical police functions. The basement level , a parking garage, and the shooting range. The first floor includes a weight room with lockers, records, investigations, and a community The first -floor public areas have normal business hours 7 AM to 5 PM Monday through Friday. The investigations area is used from 7:30 AM to 4 PM Monday through Friday. The sergeant's area and the report rooms are used 24 hours per day. The second floor includes dispatch, the server room, administration offices, and the lunch room. The second floor dispatch and server room are used 24 hours per day. The basement property room is used from 6:30 AM to 5:30 PM Monday through Friday. The jail is used for temporary holding 24 hours per day. In general, the cells are used for up to 12 hours maximum at a time. Longer -term inmates are transferred to the San Diego County Sheriff for long-term housing. The building construction consists of concrete block walls, single -pane metal frame tinted windows, and a built-up roof. The flooring is carpet and tile. The ceilings are a mix of hard -lid and two-by-four drop ceilings. It was reported to Ameresco that the parking garage roll -up doors are too slow when opening. The police would benefit from replacing the rollup doors with quick -opening swing doors similar to the ones installed at Fire Station 34. Page content is subject to Confidentiality Restrictions. B.0 Facility Descriptions Pane 35 City of National City, California December 2016 -143- AMERESCO Green • Clean • Sustainable City of National City Energy Audit Lighting Systems The interior lighting includes energy -efficient T5 and T8 fluorescent, biaxial, corn pact fluorescent, and halogen fixtures. The predominant fixtures are the troffer and the strip fixtures. The interior lighting is controlled by light switches and occupancy sensors. The exterior lighting consists of compact fluorescent and metal halide fixtures. The exterior light fixtures are controlled by time clocks or photocells. Extniorparking lot lighting Interiortrrrer lighting HVAC Equipment The Police Department's HVAC system consists of two old rooftop packaged VAV air handlers, AC-1 and AC-2, installed approximately 25 years ago. The units provide 75 and 20 tons of cooling capacity, with AC-1 serving the basement and first floor, and AC-2 serving the second floor. The two rooftop units are at the end of their useful lives and should be replaced. Large rooftop package unit In addition, there are two newer rooftop packaged heat pumps that serve the dispatch room and server room. Two new split system computer room air conditioning units also serve the computer server room. A garage exhaust system with carbon monoxide detectors serves the underground parking lot. Page content ;s City of National City, California December 2016 -144- City of National City Energy Audit AMERESCO Green • Clean • Sustainable The air distribution system could also use some work to improve the operation and energy efficiency in the building. Duct cleaning and air balance could help improve the indoor air quality and air flow in the rooms. During the sites surveys, several occupants complained about black particles falling on their desks. Ameresco observed that some diffusers were very noisy, probably due to improper balancing. Also the Traffic office had a stagnant air smell, probably due to insufficient air flow. Table B.12. Police Station HVAC Equipment Summary Table Unit 1 Make Trane Model SXHCC7540 Serial 192G71568 'eating ' :' o• i : 73 • -' 1992 2 Trane SXHCC2040 192G71569 21 1992 3 Trane WSC048 102711033L 4 2010 4 Trane WSC090 102711664L 7.5 2010 5 Raypak H3-0652B 1007311983 650 in / 546 out 1992 6 DataAire GFAU-01132 3 2016 7 DataAire GFAU-01132 3 2016 HVAC Controls The HVAC systems are controlled by a Honeywell control system. The air handling units are enabled and monitored by an older Honeywell DDC system and the air handling unit dampers and room thermostats are controlled by pneumatics. Some of the thermostats also have bypass timers connected to a PE switch to allow the VAV box to operate after hours. One of the rooms near the second -floor Internal Affairs office was reported to have a faulty thermostat. The system appeared to cool in winter and heat in summer creating an uncomfortable working environment. Pneumatic thermostat with timer Pneumatic thermostat Dispatch officeprvgrammable thermostat The original pneumatic system also controls the exhaust fan in the shooting range. Ameresco measured the indoor conditions for temperature and relative humidity. In general, the room temperatures ranged from 70 ° F to 74°F and the relative humidity ranged from 25 RH to 29 RH. City of National City, California December 2016 B.0 Facility Descriptions Page 37 -145- AMERESCO Green • Clean • Sustalrable City of National City Energy Audit There are enough problems reported and observed that indicate the HVAC controls should be replaced with DDC to allow for improved monitoring and control of the HVAC system. The occupants would benefit from working in an environment that can be monitored and reset remotely, which will improve the response time for temperature control issues. Plumbing Systems The plumbing fixtures installed in the Police Station include standard -flow devices. The toilets are rated at 3.5 gallons -per -flush, the urinals are rated at 1.5 gallons -per -flush, the aerators are rated at 2.25 and 2.5 gallons -per -minute, and the showers are rated at 2.5 gallons -per -minute. The irrigation controller includes 16 stations to irrigate the landscaping around the building. Plug Load Equipment The plug loads in the building include computers, monitors, printers, refrigerators, microwaves, and copiers, as well as equipment specific to a police department. Ameresco observed 100 computers and monitors in the building. Several of the computer users have two monitors connected to one computer. The server room has several racks of servers and network equipment requiring dedicated cooling systems. The City is adding four new refrigerators to the property storage warehouse in the near future to be used for evidence storage. The crime lab and processing rooms include unique items such as fume hoods, powder stations, and photography stations. The DUI room has a breathalyzer for checking blood alcohol levels of individuals. The gun range office includes a gun cleaning machine for staff to use. Page content is subject to Confident B.0 Facility Descriptions Page 38 City of Notional City, California December 2016 -146- City of National City Energy Audit AMERESCO Green • Clean • Sustainable 10. Fire Station 34 Year Square Feet Floors 2004 18,500 2 Building Description Fire Station 34 is a two-story building used for living, training, and equipment storage. The building consists of three sections: the museum and briefing room area, the engine garage and weight room, and the living and office area. There is also a four-story training tower located behind the main fire station that is used by the staff for fire training exercises. The building is occupied 24 hours per day. The building construction consists of stucco walls, concrete tile roof shingles, and dual -pane tinted windows with interior blinds. The HVAC equipment wells have built-up roll roofing. The concrete shingles appear to be in good condition. The built-up roofing seems worn but is in fair condition. The ceilings are a mix of hard -lid and drop ceilings. The floors are a mixture of tile and carpet. Lighting Systems The interior lighting includes energy -efficient T8 fluorescent, biaxial, compact fluorescent, and incandescent fixtures. The predominant fixtures are recessed compact fluorescent and fluorescent troffers. The interior lighting is controlled by light switches and occupancy sensors. The exterior lighting consists of compact fluorescent, incandescent, and metal halide fixtures. The exterior light fixtures are controlled by time clocks or photocells. Engine Bay doors (top) Engine Bay lighting (bottom) B.0 Facility Descriptions Page 39 -147- AMERESCO Green • Clean • Sustainable City of National City Energy Audit HVAC Equipment The HVAC equipment serving the building consists of rooftop package units and a split system. The package units serve the offices, bedrooms, kitchen, museum, and briefing room. The split system serves the Battalion Chief Room. The rooftop package units are installed in equipment wells and appear to be in fair condition. The units operate 24 hours per day. The HVAC units are sub -zoned by zone dampers located above the ceilings that provide air volume control to the rooms. Rooftop package unit in equipment well Table B.13. Fire Station 34 HVAC Equipment Summary Table Unit 1 Make Trane Model YHC092A3RLA Serial 446102225L Cooling Tons 7 Installed 2004 2 Trane YHC092A3RLA 446102293L 7 2004 3 Trane YHC048A3RLA 446102467 4 2004 4 Trane YHC092A3RLA 446102491L 7 2004 5 Trane YHC072A3RLA 446102245L 6 2004 6 Trane 2TWB2024A 4365S4X4F 2 2004 HVAC Controls The Fire Station 34 HVAC equipment is controlled by a Trane equipment and zone level control system. The zone level controls consist of a bypass damper and zone dampers. The zone dampers are controlled by thermostats located in the rooms and control the flow to the zone. The bypass damper maintains air flow back to the rooftop package unit in case the zone dampers close too much. Ameresco reviewed the zone controller data and noticed that many of the rooms had low cooling setpoints in the 68 ° F — 69 ° F range. Room temperatures were registering below 70 ° F and the system was calling for cooling. Some of the fire personnel expressed an interest in being able to shut off the units to save energy, especially when they know they aren't going to need it or might be gone for a while. J) stro:, s n e,isbois showing room temperatures and setpoints =_nt is subject to Confidentiality Resti Ictions. B.0 Facility Descriptions Poge 40 City of National City, Catifanio December 2016 -148- City of National City Energy Audit AMERESCO Green - Clean • Sustainable An HVAC controls upgrade would improve the operation of the equipment and reduce energy expenditures. Replacing the existing Trane system with a new web -based control system would allow the City staff to monitor and control the equipment remotely. Plumbing Systems The plumbing fixtures installed in Fire Station 34 include standard and low -flow devices. The toilets are rated at 1.6 gallons -per -flush, the urinal is rated at 1.5 gallons -per -flush, the aerators are rated at 2.25 and 2.5 gallons -per -minute, and the showers are rated at 2.5 gallons -per -minute. The irrigation controller includes 20 stations to irrigate the landscaping around the building. Plug Load Equipment The plug loads in the living and office areas include typical plug load equipment such as computers, monitors, printers, refrigerators, microwaves, televisions, cable boxes, and dishwashers. Ameresco counted 12 computers in the building. The mezzanine weight room contained exercise equipment for the staff to use. There are radio chargers located in the radio room and storage room. There are also power tools located in the tool room. The engine bay has a tailpipe exhaust system installed to remove exhaust fumes. Tjpiicalplug loads — chargers and copier Page content is subject to Confidentiality Pes ict cr.s City of National City, California December 2016 8,0 Facility Descriptions Page 41 -149- AMERESCO Green • Clean • Sustainable 11. Fire Station 31 Year Square Feet Floors 1981 5,667 1 City of National City Energy Audit Building Description Fire Station 31 is a single -story building used for living, training, and equipment storage. The building consists of an engine room with an exercise area, living spaces, and an office area. The building is occupied 24 hours per day. The building construction consists of wood frame walls, dual - pane vinyl clad clear windows with internal blinds, and a built-up roof. The front of the building also has glass block along the street side. The roof condition is poor and should be replaced. The ceiling and wall in one of the sleeping rooms had enough damage in the recent past that sections were replaced. The ceilings in the building are hard -lid ceilings. The floors are a mix of wood, concrete, and carpet. KooJ .rbow: poor (Irazn.ape Lighting Systems The interior lighting includes energy -efficient T8 fluorescent, LED, and compact fluorescent fixtures. The predominant fixture is the LED surface wrap. The interior lighting is controlled by light switches and occupancy sensors. The exterior lighting consists of compact fluorescent, incandescent, induction and high pressure sodium fixtures. The exterior light fixtures are controlled by time clocks or photocells. City of Notional City, California December 2016 -150- City of National City Energy Audit AMERESCO Green • Clean • Sustainable HVAC Equipment Fire Station 31 is conditioned by two new 5-ton rooftop packaged gas electric units that were replaced during the Energy Audit development period. Two exhaust fans serve the engine bay area. Table B.14. Fire Station 31 HVAC Equipment Summary Table Unit Make Model Serial Carrier 2 Carrier Heating MBH Cooling Installed Tons 48TCLA06A 60 MBH in 49 MBH out 5 48TCLA06A 60 MBH in 49 MBH out 5 2016 2016 HVAC Controls The rooftop units operate 24 hours per day and are controlled by stand-alone thermostats. The thermostats are old, manual mercury bulb thermostats. The setpoints for the two units were 66° F heating and 76 ° F cooling for the front office unit and 66 ° F heating and 68 ° F cooling in the back hall. The HVAC system would benefit from the installation of web -based programmable thermostats or a DDC system to monitor and control the equipment operation and temperatures in the building. Existing wall -mounted manual thermostat Plumbing Systems The plumbing fixtures installed in Fire Station 31 include standard and low -flow devices. The toilets are rated at 1.6 gallons -per -flush, the aerators are rated at 2.25 and 2.5 gallons -per -minute, and the showers are rated at 2.5 gallons -per -minute. The irrigation controller includes five stations to irrigate the landscaping around the building. Face content is subject to Confidentiality Restrictions. City of National City, California December 2016 B.0 Facility Descriptions Page 43 -151- AMERESCO Green • C►ean • Sustainable City of National City Energy Audit Plug Load Equipment The plug loads include a television in the lounge, three computers with LCD monitors, a printer, and two charging stations in the office area. The kitchen has three refrigerators, one dishwasher, one microwave, and one gas stove and oven. The engine bay has exercise equipment and a tailpipe exhaust system. The laundry facilities are located at the end of the hall and include a vertical washer & dryer. Tjpical plug loads in the Fire Station 31 kitdien and engine bar Page content is subject to Co B.0 Facility Descriptions Page 44 City of National City, California December 2016 -152- City of National City Energy Audit AMERESCO Green • Clean . Sustainable 12. Arts Center Year Square Feet Floors 1953 13,000 1 Building Description The Arts Center is a single -story building used for music and art instruction. There is a small basement area that is no longer used and does not have power to any of the lights or outlets. Students use the Arts Center for woodworking, welding, music, and studio arts. Community art projects are coordinated through the Arts Center Program. The hours of operation of the building are 9 AM to 5 PM Monday through Friday for the office areas. The art rooms are open Monday through Friday from 3 PM to 7 PM and Saturday from 1 PM to 4 PM. The building construction consists of concrete walls, single -pane clear and tinted metal -frame operable windows with interior blinds, and a built-up roof. The roof is in poor condition and is half -covered with tarps to prevent leaks. There are also a lot of water stains on the existing ceilings indicating water intrusion into the building. Damaged roof covered with white taps Roof leak damage More roof leak damage notions. City of Notional City, California December2016 6.0 Facility Descriptions Page 45 -153- AMERESCO Green • Clean • Sustainable City of National City Energy Audit The ceilings are a mix of hard -lid and drop ceilings. The floors are concrete, carpet, artificial grass, and one -by -one linoleum squares. The shops have an exposed ceiling with insulation installed at the roof. Lighting Systems The interior lighting includes energy -efficient T8 fluorescent and compact fluorescent fixtures. The predominant fixtures are fluorescent troffer and strip fixtures. The interior lighting is controlled by light switches and occupancy sensors. The exterior lighting consists of LED, compact fluorescent, metal halide, and high pressure sodium fixtures. The exterior light fixtures are controlled by time clocks or photocells. HVAC Equipment The HVAC system serving the Arts Center consists of rooftop packaged units, exhaust fans, and evaporative cooling units located on the east and west roofs. The equipment on the west roof is comprised of three Trane gas -electric units, one 6-ton Carrier gas - electric unit, and one Goodman split system condensing unit. Each piece of equipment appears to have been installed around 2008. The units are all in fair condition and do not warrant replacement. Rooftop package units serving the Arts Center The equipment on the east roof consists of three Carrier gas -electric units, one very old packaged heat pump, two evaporative coolers, four Cook exhaust fans, and one 2-ton split system condensing unit. With the exception of the heat pump and split system condensing unit, all of the equipment was installed in 2008 and is in fair condition. Page content is subject to Confidentiality Restrictio=s. 8.0 Facility Descriptions Page 46 m -154- City of National City Energy Audit AMERESCO Green • Clean • Sustainable Table B.15. Arts Center HVAC Equipment Summary Table Unit 1 Make Trane Model YSC060 Seria 708100167E - eat : MBH •• - Tons 5 - 2008 2 Trane YSC036 708100093L 3 2008 3 Trane YSC036 708100013L 3 2008 4 Carrier 48TCEA07 2808G20408 115 in 93 out 6 2008 5 Goodman HDC24-1AB 5605596 2 10-20 years old 6 Carrier 48TCEA07 2808G20409 115 in 93 out 6 2008 7 Carrier 48TCEA07 2808G20410 115 in 93 out 6 2008 8 Carrier 48PGLMO9 2108G40028 136 in 112 out 8 2008 9 No tag info unknown 10 Adobe Air ED830H D08000120 2008 11 Adobe Air ED830H D08000119 2008 12 Sanyo CH2672R 46974 2 HVAC Controls Each HVAC unit serves a single zone in the Arts Center building and is controlled by a standalone electric or programmable thermostat with lockable covers. Existing programmable thermostats with locking covers located throughout the building During the surveys, the setpoints for the thermostats ranged from 65 ° F to 70° F and the average room conditions were 72 ° F temperature and 33 percent relative humidity. Plumbing Systems The plumbing fixtures installed in the Arts Center include standard and low -flow devices. The toilets are rated at 3.5 and 1.6 gallons -per -flush, the urinals are rated at 1.5 gallons -per -flush and the aerators are rated at 2.25 gallons -per -minute. The irrigation controller includes 11 stations. Plug Load Equipment There are minor plug loads in the building, which include office and shop -type equipment. There is a computer lab that contains nine Apple computers, and there are a few more computers in the rest of the building for office use. There is a small kitchen with a refrigerator and water filter, and the wood shop contains a band saw and planer. Page content is subject to Car City of National City, California December 2016 8.0 Facility Descriptions Page 47 -155- AMERESCO Green • Clean • Sustainable 13. Las Palmas Pool City of National City Energy Audit Year Square Feet Floors 1958 14,095 1 Building Description The Las Palmas Pool includes two pools, an Olympic -size pool and a small children's pool. The City pools are used year-round for recreation, lap swim, and aqua classes. For the spring of 2016, the hours of operation were Monday, Wednesday, and Friday 11 AM — 12 PM, Saturday 11:30 AM — 12:30 PM for aqua classes, and Saturday and Sunday 12:30 PM — 5 PM for recreation swim. Lap Swim hours are Monday, Wednesday, and Friday 11 AM — 1:15 PM, Saturday 10 AM — 5 PM and Sunday 12:30 PM — 5 PM. The pool heater building and office building construction includes concrete walls, single -pane windows, and a built-up roof. The roof is in fair condition. The floors are concrete. The pool has manual pool covers for the large Olympic -size pool that are used when the pool is not in use. Lighting Systems The interior lighting includes energy -efficient T8 fluorescent, incandescent, and compact fluorescent fixtures. The predominant fixtures are fluorescent wrap and compact fluorescent fixtures. The interior lighting is controlled by light switches and occupancy sensors. The exterior lighting consists of induction, compact fluorescent, T8 fluorescent, and metal halide fixtures. The exterior light fixtures are controlled by time clocks or photocells. Existing roof condition (top) Pole mounted lights (bottom} to Confidentiality Restrictions. B.0 Facility Descriptions Page 48 City of National City, California December 2016 -156- City of National City Energy Audit AMERESCO Green • Clean • Sustainable Pool Heating Equipment The swimming pools are heated by a solar hot water heating system and natural gas -fired boilers. The solar hot water heating system was installed in 2011 and includes 126 Heliocol solar collectors mounted inside a fenced enclosure on the ground. The system utilizes a 7.5-hp solar hot water circulation pump to circulate water from the pool to the solar hot water heating system. The natural gas -fired equipment includes 3 boilers: Raypak hot water boiler Model No. P 4001-N, input 4,000 MBH that serves the main pool. Raypak hot water boiler Model No. P-0992A, input 990 MBH that serves the children's pool. Rudd domestic water heater Model No. G100-400A-1, input 399 MBH that serves the locker room showers. We were informed that the solar hot water heating system is undersized and cannot meet the heating load of the large pool. After checking with the original solar hot water system designer, it was confirmed that the system is undersized due to the limitations of installing the solar hot water heating system inside an existing enclosure. Recently the City diverted the solar hot water heating system to serve the smaller recreation pool instead of the large pool. The pool heating equipment is controlled by automatic controls located in the pool equipment room. Solar hot water collectors Existing pool heating boiler Solar hot water system controls Plumbing Systems The plumbing fixtures installed in the Las Palmas Pool building include standard -flow devices. The toilets are rated at 3.5 gallons -per -flush, the urinals are rated at 1.5 gallons -per -flush, the aerators are rated at 2.25 and 2.5 gallons -per -minute and the showers are rated at 2.5 gallons -per -minute. The irrigation controller includes 15 stations to irrigate the landscaping around the building. iten` is subject to Confidential,;,- City of National City, California December 2016 8.0 Facility Descriptions Page 49 -157- AMERESCO Green • Clean • Sustainable 14. Kimball Park City of National City Energy Audit Lighting Systems The exterior ball field lighting installed at the park consists of metal halide fixtures mounted on the original poles. The ball field light poles, bases and cross pieces should be considered for replacement to ensure a safe and energy efficient system. The remaining existing exterior lighting at the park consists of induction, compact fluorescent, LED, metal halide, and high pressure sodium fixtures. The induction fixtures are relatively new, having been installed in 2011. The existing exterior light fixtures are controlled by time clocks or photocells. Basketball court lighting Ball field lfihtaa Plumbing Systems The plumbing fixtures installed at Kimball Park include standard -flow plumbing devices. The toilets are stainless steel rated at 3.5 gallons -per -flush, the urinals are stainless steel rated at 1.5 gallons -per -flush and the aerators are rated at 2.25 and 2.5 gallons -per -minute. The seven irrigation controllers include a total of 104 stations to irrigate the turf and landscaping. City of National City, California December 2016 -158- City of National City Energy Audit AMERESCO Green - Clean • Sustainable 15. El Toyon Park Lighting Systems The existing exterior ball field lighting at the park consists of metal halide fixtures. The ball field lights at El Toyon Park should also be evaluated for replacement. The remaining existing exterior lighting at the park consists of compact fluorescent, metal halide, and high pressure sodium fixtures. The exterior light fixtures are controlled by time clocks or photocells. During the Energy Audit timeframe, several of the exterior light poles failed. The City has moved forward with replacing the walkway and parking lot lighting located at El Toyon Park. The ball field lighting is not scheduled to be replaced at this time. Ball field lighting Plumbing Systems The plumbing fixtures installed at El Toyon Park include standard -flow plumbing devices. The toilets are stainless steel rated at 3.5 gallons -per -flush, the urinals are stainless steel rated at 1.5 gallons -per -flush and the aerators are rated at 2.25 and 2.5 gallons -per -minute. Two irrigation controllers manage a total of 31 stations to irrigate the turf and landscaping. wdjeCt to Confidentiality Restrict on; City of Notional City, California December 2016 B.0 Facility Descriptions Page 51 -159- AMERESCO Green • Clean • Sustainable 16. Las Palmas Park Lighting Systems The existing exterior ball field lighting at the park consists of metal halide fixtures mounted on metal light poles. The City is currently moving forward with replacing the ball field lighting due to safety concerns. This replacement should be completed by 2017. The remaining existing exterior lighting at the park consists of compact fluorescent, metal halide, and high pressure sodium fixtures. The exterior light fixtures are controlled by time clocks or photocells. City of National City Energy Audit 119 Plumbing Systems The plumbing fixtures installed at Las Palmas Park include standard -flow plumbing devices. The toilets are stainless steel rated at 3.5 gallons -per -flush, the urinals are stainless steel rated at 1.5 gallons -per - flush and the aerators are rated at 2.25 gallons -per -minute. Three irrigation controllers manage a total of 73 stations to irrigate the turf and landscaping. Page content is subject to Confice' :, :... 8.0 Facility Descriptions Page 52 City of National City, California December 2016 -160- City of National City Energy Audit AMERESCO Green . Clean . Sustainable This page is intentionally left blank. Page cc^ _ _- ttDr . City of National City, California B.0 Facility Descriptions Page 53 December 2016 -161- Green . Clean • Sustainable C.0 Utility Analysis Page content is subject to Confidentiality Restrictio^s. City of National City, California December 2016 CO Utility Anaiysit -162- City of National City Energy Audit C.0 Base Year Energy Use AMERESCO Green • Clean • Sustainable To determine the energy baseline for the electricity and natural gas, Ameresco utilized SDG&E's data for Fiscal Year 2015-2016. For the water baseline, Ameresco utilized the three-year average data received from Sweetwater Authority for the period of January 2013 — December 2015. Table C.O. National City Baseline Period Location Civic Center Electric Baseline FY 2015-2016 Gas Baseline FY 2015-2016 Water Baseline 3 yr. average MLK Community Center FY 2015-2016 FY 2015-2016 3 yr. average Kimball Senior Center FY 2015-2016 FY 2015-2016 3 yr. average Camacho Rec Ctr, Las Palmas Pool, Las Palmas Park FY 2015-2016 FY 2015-2016 3 yr. average Casa de Salud FY 2015-2016 FY 2015-2016 3 yr. average Public Library FY 2015-2016 FY 2015-2016 3 yr. average Police Station FY 2015-2016 FY 2015-2016 3 yr. average Fire Station 34 FY 2015-2016 FY 2015-2016 3 yr. average Fire Station 31 FY 2015-2016 FY 2015-2016 3 yr. average Arts Center FY 2015-2016 FY 2015-2016 3 yr. average Kimball Park FY 2015-2016 3 yr. average Public Works FY 2015-2016 FY 2015-2016 CY 2015 Page content is subject to Conf dentaiiLj e ct c:-s City of National City, California C.0 Utility Analysis Page 1 October 2016 -163- AMERESCO Green . Clean • Sustainable City of National City Energy Audit National City Meter Numbers and Utility Rate Schedules Table C.1. Electric & Natural Gas Accounts —SDG&E Building Civic Center Electric Meter #1 06696360 Electric Rate ALTOU-CPP Electric Meter #2 Electric Rate Gas Meter # 945227 Gas Rate GN3 MLK Community Center 06562150 ALTOU-CPP 01149100 GN3 Kimball Senior Center 06578972 ATOU-CPP 01226170 GN3 Camacho Rec Center, LP Pool, LP Park 06701272 ALTOU-CPP 01373293 GN3 Casa de Salud 06114870 TOU-A 00856545 GN3 Public Library 06694511 ALTOU-CPP 01211220 GN3 Police Station 06692286 ALTOU-CPP 01226175 GN3 Fire Station 34 06584881 ALTOU-CPP 01015660 GN3 Fire Station 31 06512611 ATOU-CPP 00967066 GN3 Arts Center 06572895 AYTOU-CPP 00889752 GN3 Kimball Park 6323843 TOU-A 5105947 TOU-A 6563304 (Elec.) TOU-A Public Works 06704699 ALTOU-CPP 06186141 TOU-A Table C.2. Water — Sweetwater Authority Building Civic Center Meter 1 45464565 Meter 2 48884541 Meter 3 52199096 Meter 4 Meter 5 Police Station 47077830 19093978 Public Library 40965894 36736164 Fire Station 31 99505783 Fire Station 34 39872871 45374651 Casa de Salud 35748525 MIK, Arts, Kimball Rec 35308912 46413032 CRC, LP Pool, LP Park 38846637 45281595 47077828 CRC, LP Pool, LP Park 47087427 40333995 42908087 48710143 Kimball Park 52078520 36567000 39344749 39579078 47188684 Kimball Senior Center 50392213 Public Works 45862492 44929146 Note: Meters shown in green are dedicated landscape meters. The other meters serve building and landscape needs. 5;er. to Confidentiality Restrictions. _. ict,otv Anolicis City of National City, California December 2016 -164- City of National City Energy Audit AMERESCO Green • Clean • Sustainable National City Utility Data and Graphs Table C.3. National City Electric and Gas Utility Baseline Building Peak kW 170 kWh 593,475 $127,280 rr $0.21 erm 4,009 $3,326 - $0.83 - $130,606 Civic Center MLK Community 62 111,469 $32,618 $0.29 284 $346 $1.22 $32,964 Kimball Senior Center 24 32,215 $9,836 $0.31 127 $221 $1.74 $10,057 CRC, LP Pool, LP Park 70 378,914 $65,494 $0.17 31,581 $21,396 $0.68 $86,890 Casa de Salud 15 15,613 $3,806 $0.24 97 $197 $2.03 $4,003 Public Library 321 723,648 $192,029 $0.27 3,652 $3,002 $0.82 $195,031 Police Station 217 993,339 $171,205 $0.17 8,009 $6,472 $0.81 $177,677 Fire Station 34 79 222,462 $54,200 $0.24 2,740 $2,309 $0.84 $56,509 Fire Station 31 16 44,905 $11,967 $0.27 332 $385 $1.16 $12,352 Arts Center 64 134,649 $36,358 $0.27 1,331 $1,185 $0.89 $37,543 Kimball Park 31 27,768 $6,266 $0.23 $6,226 Public Works 36 45,113 $13,882 $0.31 16 $133 $8.31 $14,015 763 912 1,280 3,323,570 $724, Table C.4. National City Water Utility Baseline Building Civic Center HCF 1,922 $ $11,994 $/HCF $6.24 Police Station 543 $3,680 $6.78 Public Library 1,613 $9,784 $6.07 Fire Station 31 328 $2,000 $6.10 Fire Station 34 917 $5,777 $6.30 Casa de Salud Bldg. 32 $310 $9.69 MLK, AC, KRC 4,873 $29,279 $6.01 Public Works 162 $991 $6.12 CRC LP Pool LP Park 11,393 $90,616 $7.95 Kimball Park 10,265 $50,490 $4.92 Kimball Senior Center 105 $798 $7.60 32,153 $205, The utility graphs presented on the following pages show the energy and water consumption over a three-year period. The data utilized is from calendar years 2013, 2014 and 2015. Also, included in the graphs are daily kW readings for selected buildings which present the kW for the building over a typical week period. Page content is subject to Confidentiality Restrictions City of Notional City, California December 2016 CO Utility Analysis Page 3 -165- AMERESCO Green • Clean • Sustainable National City Baseline Comparisons Co Y1ta ty Page 4 City cf National City Energy Audit AC 4% Baseline Electric Consumption KP LPP CC MLK 3% 1% KSC 17% 3% KRC FS34 F... /1% 1% 6% ETRC ETP 2% CRC LP POOL CDS 10% 0% FS34 10% Figure C.O. National City Baseline Electric Consumption Baseline Natural Gas Consumption FS31 PS 26% 1% PL 13% AC CC 4% 11% MLK KSC 1% 1% KRC 0% ETRC ETP 0% Figure C.1. National City Baseline Natural Gas Consumption Baseline Water Consumption FS34 CC PQ PL 2% 5% 1% o FS31 ET Park 4/0 1% 22% C KRC CDS 12% % ETRC 1% CRC LP POOL 12% Figure C.2. National City Baseline Water Consumption City of Notional City, California December 2016 -166- City of National City Energy Audit AMER ESCO Green • Clean • Sustainable Civic Center Utility Graphs 200 Civic Center Monthly Electrical Demand Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec ■ 2013 1112014 2015 130 - 120 - 110 - 100 - 80 7 B0 50 - 40 - 30 Figure C.3. Civic Center Monthly Electrical Demand 0 4 e 12 hour 16 20 24 Figure C4. Civic Center Daily kW Distribution / Baseline Facility Load Pe,_.._ sub;ect to Con'identiality Restrictions. City of National City, California December2016 CO Utility Anolysis Page 5 -167- AMERESCO Green • Clean • Sustainable 70,000 60,000 50,000 40,000 30,000 20,000 10,000 0 City of National City Energy Audit Civic Center Monthly Electrical Consumption Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec $ 2013 N 2014 2015 Figure C.5. Civic Center Monthly Electrical Consumption 800 700 600 300 200 100 0 Civic Center Monthly Natural Gas Consumption Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec $ 2013 ■ 2014 2015 Figure C.6. Civic Center Monthly Natural Gas Consumption Page content is subject to Confidentiality C.0 Utility Analysis Page 6 City of Notional City, California December 2016 -168- City of National City Energy Audit AMERESCO Green - Clean • Sustainable Civic Center Monthly Water Consumption IF 2013 to 2014 2015 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Figure C.7. Civic Center Monthly Water Consumption Page content is subject tc C =lion,_ City of Notional CO December 202£ California CO Utility Analysis Page 7 -169- AMERESCO Green . Clean • Sustainable City of National City Energy Audit MLK Community Center Utility Graphs 80 70 60 MLK Community Center Monthly Electrical Demand 50 40 30 20 10 0 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec ■ 2013 • 2014 2015 3[ - Sun Mor Toe 25 — Wed F4 Sat 20 — SFr — tfi — 5 4 Figure C.8. MLK Community Center Monthly Electrical Demand a 12 hour 20 24 Figure C.9. MLK Community Center Daily kW Distribution / Baseline Facility Load gage content is subject to Confidentiality Restrictions. C.0 Utility Analysis Page 8 City of Notional Crix C 4fonreiri December 2016 -170- City of National City Energy Audit AMERESCO Green . Clean • Sustainable MLK Community Center Monthly Electrical Consumption 14,000 12,000 10,000 -hIm ✓ 8,000 111 3 6,000 4,000 -- : Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec ■ 2013 ltt 2014 2015 Figure C.10. MLK Community Center Monthly Electrical Consumption 60 50 40 N 30 L 20 10 0 MLK Community Center Monthly Natural Gas Consumption Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec ■ 2013 • 2014 2015 Figure C.11. MLK Community Center Monthly Natural Gas Consumption Page content is subject to Confldentiaht Rest^ci City of Notional City, California December 2016 CO Utility Analysis Page 9 -171- AMERESCO Green • Clean • Sustainable City of National City Energy Audit u- u s 1,600 1,400 1,200 1,000 800 600 400 200 0 MLK, AC, KRC Monthly Water Consumption Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec ■ 2013 ■ 2014 2015 Figure C.12. MLK Community Center, Art Center & Kimball Recreation Center Monthly Water Consumption .��dentiality Restrictions. CO Utility Analysis Page 10 City of National City, California December 2016 -172- City of National City Energy Audit AMERESCO Green • Clean • Sustainable Kimball Senior Center Utility Graphs 25 20 15 10 5 Kimball Senior Center Monthly Electrical Demand i 2013 ■ 2014 2015 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Figure C.13. Kimball Senior Center Monthly Electrical Demand 4,500 4,000 3,500 3,000 2,500 2,000 1,500 1,000 500 0 Kimball Senior Center Monthly Electrical Consumption Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec ■ 2013 ■ 2014 2015 Figure C.14. Kimball Senior Center Monthly Electrical Consumption age zontent is subject to Confidentiality Restrictions. City of National City, California December 2016 CO Utility Analysis Page 11 -173- AMERESCO Green • Clean • $ista+nab e City of National City Energy Audit 800 700 600 u► 500 400 300 200 100 0 Kimball Senior Center Monthly Natural Gas Consumption Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec III 2013 • 2014 2015 30 25 20 = 15 10 Figure C.15. Kimball Senior Center Monthly Natural Gas Consumption Kimball Senior Center Monthly Water Consumption Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec ■ 2013 • 2014 2015 Figure C.16. Kimball Senior Center Monthly Water Consumption Page content Is subject to Co.,`. C.0 Utility Anotysa Poge 12 City of National City, California December 2016 -174- City of National City Energy Audit AMERESCO Green • Clean • Sustainable Camacho Recreation Center Pool & Park Utility Graphs 90 80 70 60 50 x 40 30 20 10 0 Camacho Center, Las Palmas Pool & Park Monthly Electrical Demand Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec ■ 2013 ■ 2014 2015 56 - 54 52 - Y 48 — 46 - 44 - 42 46 0 Figure C.17. Camacho Recreation Center, Las Palmas Pool Monthly Electrical Demand Sun Mon Tue Wed Thurs Fri Set. 4 a 12 hour 16 20 24 Figure C.18. Camacho Recreation Center Pool & Park Daily kW Distribution / Baseline Facility Load Pate mnt eea. :5 aj ect tc Ccnt,cent ahty Restrictions. City of Notional City, California December 2016 C.0 Utility Analysis Page 13 -175- AMERESCO Green . Clean . Sustainable City of National City Energy Audit Camacho Center, Las Palmas Pool & Park Monthly Electrical Consumption 45,000 40,000 35,000 30,000 25,000 20,000 15,000 10,000 5,000 ■ 2013 2014 2015 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Figure C.19. Camacho Recreation Center, Las Palmas Pool Monthly Electrical Consumption Camacho Center, Las Palmas Pool Monthly Natural Gas Consumption 16,000 14,000 12,000 10,000 E r,, 8,000 ▪ 6,000 4,000 2,000 L Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec ■ 2013 ■ 2014 2015 Figure C.20. Camacho Recreation Center, Las Palmas Pool Monthly Natural Gas Consumption Page content is subject to Confidentiality Restrictions. C.0 Utility Analysis Page 14 City of Notional City, California December2016 -176- City of National City Energy Audit AMERESCO Green . Clean • Sustainable 3,000 2,500 2,000 =ia° 1,500 1,000 500 0 CRC, Las Palmas Pool, Las Palmas Park Monthly Water Consumption Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec • 2013 FE 2014 2015 Figure C.21. Camacho Recreation Center, Las Palmas Pool, LP Park Monthly Water Consumption Page conten City of National City, California December2016 C.0 Utility Analysis Page 15 -177- AMERESCO Green . Clean . Sustainable Casa de Salud Utility Graphs 20 18 16 14 12 10 8 6 4 2 0 City of National City Energy Audit Casa de Salud Monthly Electrical Demand Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec ■ 2013 ■ 2014 2015 Figure C.22. Casa de Salud Monthly Electrical Demand Casa de Salud Monthly Electrical Consumption Jan Feb Mar Apr May Jun Jul Aug "ii Sep Oct Nov Dec ■ 2013 • 2014 2015 Figure C.23. Casa de Salud Monthly Electrical Consumption _ a sob;ectto Confidentiality Restrictions C.0 Utility Analysis Page 16 City of Notional City, California December 20,1E -178- City of National City Energy Audit AMERESCO Green • Clean • Sustainable 12 10 8 6 4 2 0 Casa de Salud Monthly Natural Gas Consumption Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec ■ 2013 ■ 2014 2015 Figure C.24. Casa de Salud Monthly Natural Gas Consumption Casa de Salud Monthly Water Consumption ■ 2013 ■ 2014 2015 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Figure C.25. Casa de Salud Monthly Water Consumption Page content is subject to Confidentiality Restrtct,a , 5 City of National City, California CO Utility Analysis Page 17 December 2016 -179- AMERESCO Green • Clean • Sustainable Public Library Utility Graphs CO Utility Analysis Page 18 City of National City Energy Audit 350 300 250 200 150 100 50 0 Public Library Monthly Electrical Demand Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec ■ 2013 1l 2014 2015 220 1 200 - Sus Mon Tue 180 - Wed Thuts 180 - Fri - Sat 140 - 120 100 80 - 60 - 40 - 20 0 4 8 Figure C.26. Public Library Monthly Electrical Demand 12 16 hour 20 24 Figure C.27. Public Library Daily kW Distribution / Baseline Facility Load Page cc— City of National City, California December 2016 -180- City of National City Energy Audit AMERESCO Green • Clean • Sustainable 90,000 80,000 70,000 60,000 .c 50,000 3 40,000 30,000 20,000 10,000 0 Public Library Monthly Electrical Consumption Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec ■ 2013 8 2014 2015 1,200 1,000 800 a`, 600 s 400 200 Figure C.28. Public Library Monthly Electrical Consumption Public Library Monthly Natural Gas Consumption Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec ■ 2013 ■ 2014 2015 Figure C.29. Public Library Monthly Natural Gas Consumption cc ._ >object to Confidentiality Restrictions. City of National City, California C.0 Utility Analysis Page 19 December 2016 -181- Page 20 AMERESCO Green • clean • Sustainable City of National City Energy Audit U- LP 400 350 300 250 200 150 100 50 0 Public Library Monthly Water Consumption 2013 sW 2014 2015 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Figure C.30. Public Library Monthly Water Consumption Page content is subject to Confider; a t, C.0 Utility Analysis City of National City, California December 2016 -182- City of National City Energy Audit AMERESCO Green • Clean • Sustainable Police Station Utility Graphs 250 200 150 100 50 0 Police Station Monthly Electrical Demand Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec ■ 2013 1i 2014 2015 Y 140 - 135 130 - 125 120 - 1151 110 - 105 - 130 - U Sun Moo Tue Wed Thum Fri — Set Figure C.31. Police Station Monthly Electrical Demand Figure C.32. Police Station Daily kW Distribution / Baseline Facility Load Page content is s.:b;et* tc „a.,C=nra's[r Restrictions. City of Notional City, California December 2016 C.0 Utility Analysis Poge 21 -1S3- AMERESCO Green • Clean • Sustainable City of National City Energy Audit Police Station Monthly Electrical Consumption 140,000 120,000 100,000 80,000 60,000 40,000 20,000 0 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec ■ Series2 ■ Series3 Series4 Figure C.33 Police Station Monthly Electrical Consumption 1,400 1,200 1,000 800 d E 600 400 200 Police Station Monthly Natural Gas Consumption Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec ■ 2013 it 2014 2015 Figure C.34. Police Station Monthly Natural Gas Consumption Page content is subject to Confidentiality Rest' ictions C.0 Utility Analysis Page 22 City of National City, California December 2016 -184- City of National City Energy Audit AMERESCO Green . Clean • Sustainable 140 120 100 80 u. V = 60 40 20 0 Police Station Monthly Water Consumption Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec ■ 2013 ▪ 2014 2015 Figure C.35. Police Station Monthly Water Consumption Page content is subject to Con,fide^t.,,'c, ^-s_ City of Notional City, California CO Utility Analysis Page 23 December 2016 -185- AMERESCO Green . Clean . Sustainable City of National City Energy Audit Fire Station 34 Utility Graphs 90 80 70 60 50 40 30 20 10 0 Fire Station 34 Monthly Electrical Demand Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec ■ 2013 ■ 2014 2015 Figure C.36. Fire Station 34 Monthly Electrical Demand hour Figure C.37. Fire Station 34 Daily kW Distribution / Baseline Facility Load b;ect to Confidentiality Restrictions. CO Utility Analysis Page 24 City of National City, California December 2016 -186- City of National City Energy Audit AMERESCO Green . Clean • Sustainable 30,000 25,000 20,000 15,000 Y 10,000 5,000 Fire Station 34 Monthly Electrical Consumption Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec 1112013 to 2014 2015 Figure C.38. Fire Station 34 Monthly Electrical Consumption 600 Fire Station 34 Monthly Natural Gas Consumption 500 �--- 400 300 r 200 100 0 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec ■ 2013 ■ 2014 2015 Figure C.39. Fire Station 34 Monthly Natural Gas Consumption Page content is subject to Confidentiality Restrictions City of National City, California December 2016 CO !!t ibty Analysis P oe 25 -187- AMERESCO Green • Clean • Sustainable City of National City Energy Audit 350 300 250 200 LL V • 150 100 50 0 Fire Station 34 Monthly Water Consumption Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec ■ 2013 ■ 2014 2015 Figure C.40. Fire Station 34 Monthly Water Consumption Page content ,t su P at ct,ons. CO Utility Analysis Page 26 City of National City, California December 2016 -188- City of National City Energy Audit AMERESCO Green • Clean • Sustainable Fire Station 31 Utility Graphs 20 18 16 14 12 10 8 6 4 2 0 Fire Station 31 Monthly Electrical Demand E 2013 ■ 2014 2015 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Figure C.41. Fire Station 31 Monthly Electrical Demand 6,000 5,000 4,000 3,000 2,000 1,000 0 Fire Station 31 Monthly Electrical Consumption Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec ii 2013 111 2014 2015 Figure C.42. Fire Station 31 Monthly Electrical Consumption 7a5=_ante > subiectto Confidentiality Restrictions. City of Notional City, California December 2016 C.0 Utility Analysis Page 27 -189- AMERESCO Green • Clean • Sustainable City of National City Energy Audit E 100 90 80 70 60 50 40 30 20 10 0 Fire Station 31 Monthly Natural Gas Consumption Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec ■ 2013 ■ 2014 2015 Figure C.43. Fire Station 31 Monthly Natural Gas Consumption 80 70 60 50 i 40 30 20 10 0 Fire Station 31 Monthly Water Consumption Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec ■ 2013 ■ 2014 2015 Figure C.44. Fire Station 31 Monthly Water Consumption Page content is subject to Confident alt, Pes C.0 Utility Analysis Page 28 City of National City, California December 2016 -190- ■ 2013 ■ 2014 2015 City of National City Energy Audit AMERESCO Green . Clean • Sustainable Arts Center Utility Graphs Arts Center Monthly Electrical Demand 70 60 50 40 Y 30 20 10 0 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec 35 - Sun -.---..•- Man 30 - Tue Wed Thurs Fri 25 - -"-- Sal Y20 15 - 10 - 5 i 4 B Figure C.45. Arts Center Monthly Electrical Demand 12 hour 16 2© 24 Figure C.46. Arts Center Daily kW Distribution / Baseline Facility Load Page content is soblect tc _o�'�c>_sta ;est.::ct;ons. City of National City. Califomia December2025 C.0 Utility Analysis Page 29 -191- AMERESCO Green • Clean • Sustainable 16,000 14,000 12,000 10,000 8,000 6,000 4,000 2,000 0 City of National City Energy Audit Arts Center Monthly Electrical Consumption Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec ■ 2013 • 2014 2015. Figure C.47. Arts Center Monthly Electrical Consumption 800 700 600 500 E a, 400 s - 300 200 100 0 Arts Center Monthly Natural Gas Consumption Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec i 2013 s 2014 2015 Figure C.48. Arts Center Monthly Natural Gas Consumption Face content is subject to Confidentiality Restrictions. C.0 Utility Analysis Page 30 City of National City, California December 2016 -192- City of National City Energy Audit AMERESCO Green • Clean • Sustainable 1,600 1,400 1,200 1,000 i 800 600 400 200 0 MLK, AC, KRC Monthly Water Consumption Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec ■ 2013 ■ 2014 2015 Figure C.49. MLK Community Center, Arts Center, Kimball Recreation Center Monthly Water Consumption Page content is subject to Confident,. J, City of National City, California December 2016 CO Utility Analysis Page 3] -193- AMERESCO Green • Clean • Sustainable Kimball Park Utility Graphs 12,000 10,000 8,000 6,000 4,000 2,000 City of National City Energy Audit Kimball Park Monthly Electrical Consumption Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec • 2013 ■ 2014 2015 Figure C.50. Kimball Park Monthly Electrical Consumption 160 140 120 100 80 60 40 20 0 Kimball Park Monthly Electrical Demand Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec • 2013 s 2014 2015 Figure C.51. Kimball Park Monthly Electrical Demand Ccofidentiality Restrictions. CO Utility Analysis Page 32 City of Notional City, California December 2016 -194- City of National City Energy Audit AMERESCO Green . Clean • Sustainable 3,500 3,000 2,500 LL 2,000 u x 1,500 1,000 L Kimball Park Monthly Water Consumption 500 0 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec ■ 2013 ■ 2014 2015 City of National City, California December 2016 Figure C.52. Kimball Park Monthly Water Consumption C.0 Uti+ky Analysis Page 33 -195- AMERESCO Green * Chan • Sustainable National City Rate Schedules City of National City Energy Audit National City receives electricity and natural gas from San Diego Gas & Electric (SDG&E). Most of the sites under evaluation are on the AL-TOU-CPP rate. The CPP rate is a critical peak pricing rate that National City was defaulted into during June 2016. It includes a fixed -fee for capacity reservation and an event day adder for all kWh consumed above the capacity reservation kW set for the year. The capacity reservation limit is based on a percentage of the maximum summer demand. The value for National City is currently defaulted to 50% of the maximum summer demand. National City has a one-year grace period to choose to remain in the CPP rate or switch back to the previous commodity rate. Please see table below for electric rates per site. Table C.5.Electric Rate Structures for National City Accounts Building Civic Center Electric Rate ALTOU-CPP Building Police Station Electr;c Rate ALTOU-CPP MLK Community Center ALTOU-CPP Fire Station 34 ALTOU-CPP Kimball Senior Center ATOU-CPP Fire Station 31 ATOU-CPP Camacho Rec Ctr, Las Palmas Pool ALTOU-CPP Arts Center AYTOU-CPP Casa de Salud TOU-A Kimball Park TOU-A Public Library ALTOU-CPP Public Works ALTOU-CPP, TOU-A The electric rates consist of two parts, the commodity portion and the transmission and distribution (T&D) portion. The commodity rate for the ALTOU, AYTOU, and ATOU rates is called the EECC-CPP-D rate. The ALTOU and AYTOU rates use the same T&D and commodity charges and are defined below. The electric rates listed in the tables are based on the January 2016 effective rates. Combining the T&D and commodity charges together yield the following total electrical charges for the ALTOU and AYTOU rates. Table C.6.Total Costs for the ALTOU-CPP and AYTOU-CPP Rates TOU Cost Category Facility Demand Costs AY-TOU & AL-TOU & CPP Rate $22.55 Summer Demand Costs $9.36 Winter Demand Costs $6.86 Summer on peak kWh Costs $0.11444 Summer semi peak kWh Costs $0.10565 Summer off peak kWh Costs $0.07920 Winter on peak kWh Costs $0.10565 Winter semi peak kWh Costs $0.09132 Winter off peak kWh Costs $0.07160 DWR & State Fees kWh Costs $0.00601 Capacity Reservation Charge $/kW $5.55 Event Day Adder kWh Costs $1.15801 Page content is subject to Co _e _.e. t, P_ CO Utility Arid ysis Page 34 City of National City, California December 2016 -196- City of National City Energy Audit AMERESCO Green • Clean • Sustainable ALTOU & ALTOU RATE T&D CHARGES Basic Service Fees $ 116.44 Non -Coincident $ 22.55 $/kW Summer Maximum On Peak $ 9.36 $/kW $/kW Winter Maximum On Peak $ 6.86 Power Factor $ 0.25 $/kvar ['leggy w-naIgea Summer on peak $ 0.00806 $/kWh May 1 - September 30 Summer semi -peak $ 0.00806 $/kWh May 1 - September 30 Summer off peak $ 0.00806 $/kWh May 1 - September 30 Winter on peak $ 0.00806 $/kWh October 1- April 31 Winter semi -peak $ 0.00806 $/kWh October 1- April 31 Winter off peak $ 0.00806 $/kWh October 1- April 31 ALTOU-EECC & AYTOU-EECC-CPP-D Rate Commodity Charges ✓C...a..✓ .....•. b.... Capacity Reservation Charge 50% Max Summer $ 5.55 $/kW Capacity Reservation Charge 50% Max Summer $ 5.55 $/kW Summer on peak $ 0.10638 $/kWh May 1—October 31 Summer semi- $ 0.09759 $/kWh May 1—October 31 Summer off peak $ 0.07114 $/kWh May 1— October 31 Winter on peak $ 0.09759 $/kWh November 1- April 31 Winter semi- $ 0.08326 $/kWh November 1- April 31 Winter off peak $ 0.06354 $/kWh November 1- April 31 Event Day Adder Year -Round 11 am-6pm $1.15801 $/kWh Summer on peak 11 am - 6 pm M-F Summer semi peak 6 am - 11 am M-F, 6 pm - 10 pm M-F Summer off peak 10 pm - 6 am M-F, Sa-Su Winter on peak 5 pm - 8 pm M-F Winter semi peak 6 am - 5 pm M-F, 8 pm - 10 pm M-F Winter off peak 10 pm - 6 am M-F, Sa-Su ae ntiality Restrictions. City of Notional City, Califomia December 2016 C.0 Utility Analysis Page 35 -197- AMERESCO Green • Clean • Saistainable City of National City Energy Audit Additional electric rates for the National City accounts include the TOU-A rate and the ATOU rate. The TOU-A rate consists of a T&D charge and commodity charge. When combining the commodity and T&D charges, the TOU-A rate results in the following charges. Table C.7.Total Costs for the TOU-A Rate TOU Cost Category Facility Demand Costs TOU-A & TOU-A-P Rate $0.00 Summer Demand Costs $0.00 Winter Demand Costs $0.00 Summer on peak kWh Costs $0.23150 Summer semi peak kWh Costs $0.20786 Summer off peak kWh Costs $0.18274 Winter on peak kWh Costs $0.20784 Winter semi peak kWh Costs $0.19559 Winter off peak kWh Costs $0.17860 DWR & State Fees kWh Costs $0.00601 Event Day Adder kWh Costs $1.17000 The ATOU T&D rate includes only consumption charges, but the CPP-D commodity portion is similar to the ALTOU and AYTOU rates and includes the capacity reservation charge and event day adder charge. ATOU Rate T&D Charges Basic Service Fees Energy Charges $ 19.12 Summer on peak $ 0.12285 $/kWh May 1- September 30 Summer semi -peak $ 0.12285 $/kWh May 1- September 30 Summer off peak $ 0.12285 $/kWh May 1- September 30 Winter on peak $ 0.12285 $/kWh October 1- April 31 Winter semi -peak $ 0.12285 $/kWh October 1 - April 31 Winter off peak $ 0.12285 $/kWh October 1 - April 31 Page content is subject to Confidentiality Pest, e c C.0 Utility Analysis Page 36 City of National City, California December 2016 -198- City of National City Energy Audit AMERESCO Green • Clean • Sustainable ATOU-EECC-CPP-D Rate Commodity Charges Capacity Reservation Charge 50% Max Summer $ 5.55 $/kW Capacity Reservation Charge 50% Max Summer $ 5.55 $/kW L..G. by ....c,.6..., Summer on peak $ 0.10638 $/kWh May 1— October 31 Summer semi- $ 0.09759 $/kWh May 1— October 31 Summer off peak $ 0.07114 $/kWh May 1— October 31 Winter on peak $ 0.09759 $/kWh November 1- April 31 Winter semi- $ 0.08326 $/kWh November 1- April 31 Winter off peak $ 0.06354 $/kWh November 1- April 31 Event Day Adder Year -Round 11 am-6pm $1.15801 $/kWh Hours Summer on peak 11 am - 6 pm M-F Summer semi peak 6 am - 11 am M-F, 6 pm - 10 pm M-F Summer off peak 10 pm - 6 am M-F, Sa-Su Winter on peak 5 pm - 8 pm M-F Winter semi peak 6 am - 5 pm M-F, 8 pm - 10 pm M-F Winter off peak 10 pm - 6 am M-F, Sa-Su The ATOU commodity and T&D charges have no demand charges but do have high summer and winter energy charges as shown below. Table C.8.Total Costs for the ATOU-CPP Rate IOU Cost Category ATOU & CPP-D Rate $0.00 Facility Demand Costs Summer Demand Costs $0.00 Winter Demand Costs $0.00 Summer on peak kWh Costs $0.22923 Summer semi peak kWh Costs $0.22044 Summer off peak kWh Costs $0.19399 Winter on peak kWh Costs $0.22044 Winter semi peak kWh Costs $0.20611 Winter off peak kWh Costs $0.18639 DWR & State Fees kWh Costs $0.00601 Capacity Reservation Charge $/kW $5.55 Event Day Adder kWh Costs $1.15801 Page content Is subject tc zta City of Notional City, Californio C.0 Utility Analysis Page 37 December2016 -199- AMERESCO Green • Clean • Sustainable City of National City Energy Audit The natural gas rate for all of the sites is the GN3 natural gas rate. It is a core commercial rate that includes a customer charge and tiered volumetric charges. The volumetric charges include a fixed procurement charge that applies across all tiers and a variable transportation charge that decreases per therm as the gas consumption increases. The natural gas costs are based on the February 2016 effective rate. Table C.9.SDG&E GN3 Rate details GN3 Cost Category Customer Charge Amount $0.40730 Procurement Charge $0.22728 Transportation Charge Tier 1 (0-1,000 therms per month) $0.49307 Transportation Charge Tier 2 (1,001-21,000 therms per month) $0.34070 Transportation Charge Tier 3 (Over 21,100 therms per month) $0.29766 The water provider for National City is Sweetwater Authority. The general cost for water is around $6.00 per hundred cubic feet (HCF) excluding the fees that are added on top of the water consumption cost. The City has landscape meters and non -landscape meters to separate the building domestic water usage from the irrigation water usage. The majority of the water consumption for the City is at the three parks, Las Palmas, Kimball, and El Toyon. The buildings with the highest domestic water consumption include the Civic Center, Public Library, and Fire Station 34. ,s subject to Confidentiality Restrictions. C.0 Utility Analysis Page 38 City of National City, California December 2016 -200- City of National City Energy Audit AMERESCO Green • Clean • Sustainable The energy use rankings of the buildings for calendar year 2015 including the electric and natural gas usage data is shown below. The table is sorted from the lowest value of source kBtu/sqft to the highest value of source kBtu/sqft. Table C.10. National City Energy Use Rankings Building Casa de Salud Source Btu sq t 23.28 ons • me er 8.53 ' *, 2.04 - 0.01 MLK Community Center, Kimball Park 63.11 61.86 5.76 0.01 Kimball Recreation Center 69.29 18.40 6.48 - Kimball Senior Center 71.64 18.49 6.42 0.03 Fire Station 31 88.18 25.96 7.74 0.05 Civic Center 118.76 350.97 0.53 0.06 Arts Center 123.67 83.70 0.54 0.10 El Toyon Rec Center, EI Toyon Park 128.19 36.17 11.84 0.01 Fire Station 34 143.87 138.98 11.79 0.17 Public Library 175.26 446.23 15.57 0.08 Police Station 251.68 605.63 21.86 0.17 Camacho Rec Ctr, Las Palmas Pool, Las Palmas Park 278.55 483.24 11.41 1.49 The energy use index (EUI) comparison is one method to analyze utility consumption on a square -foot basis. 300.0 250.0 200.0 150.0 100.0 50.0 National City Source EUI Comparisons hI ii Ii 111111 CC MLK KSC KRC ETRC CRC CDS PL PD FS34 FS31 AC it Actual Source EUI I! Average Source EUI for Similar Bldg. Type Figure C.53. National City EUI Comparisons Page content is subject to Confidentiality Restrict z City of Notional City, California December 2016 CO Utility Analysis Page 39 -201- AMERESCO Green • Clean • Sustainable City of National City Energy Audit Another method is to evaluate the distribution of energy use between Time of Use (TOU) periods. By examining the energy use after hours, one can deduce that a particular building could better utilize energy controls to schedule equipment use to match occupancy. As can be seen in the table below, several buildings display a usage pattern similar to a 24-hour use facility and can benefit from upgraded energy controls. Table C.11. National City Energy Distribution per TOU Period Account Name Police Station On Peak kWh 17% Semi Peak kWh 32% Off Peak kWh 51% Operation Hours Civ. M-F 7am-5pm, Inv. 7:30am-4pm, Sec. 24 hours Fire Station 31 18% 32% 50% 24 hours Fire Station 34 18% 33% 49% 24 hours Camacho Rec Ctr., LP Pool, LP Park 16% 32% 52% M-Fr 3pm-8pm, Sa 11am-4:30pm, Su 11am-5pm Arts Center 27% 33% 40% Off. M-F 9am-5pm, Art Center M-F llam-8pm Kimball Senior Center 28% 40 ': 32% M, W, Th 9:30am-4:30pm, Tue 9:30am-1:30pm, Fri -Sun -closed Civic Center 22% 4 i, 37% M-Th. 7am-6pm, Fri -Sun -Closed Public library 29% 40 31% M-Th loam-8pm, Sa-Su 1pm-5pm, Fri -closed MLK Community Center 24% 40° 36% Off. M-Th 7am-6pm, Fri -Sun -Closed, Rec-M-F 6pm-9pm SDG&E TOU Hours % Breakout - . Note: Off Peak Hours are M-F 10 PM -6 AM and all Sat. -Sun. hours Ameresco also reviewed the historical energy consumption and demand data from fiscal year 2008- 2009, calendar year 2011, calendar year 2013, calendar year 2014, and calendar year 2015 to analyze the energy consumption and demand over the five different time periods. The two graphs on the following page present the kWh and kW values over the five-year period. CO Utility Analysis Poee 40 Gad City of Notional City, California December 2016 -202- City of National City Energy Audit AMERESCO Green • Clean • Sustainable 1,200,000 1,000,000 800,000 600,000 400,000 200,000 350 300 250 200 150 100 50 0 National City kWh Usage - 5 year comparison lot I... ••MI VOMMiloo CC MLK KSC KRC ETRC CRC LP CDS PL PS ETP Pool III hull U II NI FS34 FS31 AC KP LP Park ■ kWh FY 08-09 ■ kWh CY 2011 ■ kWh CY 2013 ■ kWh CY 2014 kWh CY 2015 CC MLK Figure C.54. National City kWh Usage — 5-year comparison National City - Max Demand 5 year comparison lull lull KSC KRC I ETRC CRC LP CDS PL PS FS34 FS31 AC KP LP Park ETP Pool i Max kW FY 08-09 IN Max kW CY 2011 ■ Max kW CY 2013 N Max kW CY 2014 Max kW CY 2015 Figure C.55. National City Max Demand — 5-year comparison Pa_e content is subject to Confidentiality Restrictions. City of Notional City, California C.0 Utility Analysis Gaye 41 December 2016 -203- CITY OF tiArO'.: C " ENERG'r' AUDIT D.0 Energy Conservation Measures AMERESCO Green - Clean • Sustainable Page content is subject tc .o';.serta = ,_. 'a;.ons. CO of Notional City. Colijomi December 2D16 D O Energy Conservation Measures -204- City of National City Energy Audit D.0 Energy Conservation Measures AMERESCO Green • Clean . Sustainable 4.! This section outlines the detailed Energy Conservation Measures (ECMs) that comprise this project. Ameresco has included a description of the existing conditions, the recommended changes, the energy savings, assumptions, and warranties. Page content is City of Notional City D.0 Energy Conservation Measures Page 1 December 2016 -205- City of National City Energy Audit AMERESCO Green . Clean • Sustainable The matrix below provides a brief overview of the scope of work included in the recommended energy conservation program. ECM 1 Descriptlo wr X a° L a E ire Y L v, a L <G .Q Y U C ci) RS 'a Y cd Civic Center HVAC & Controls Upgrades 4 Solar PV X X X X X X 6 HVAC Controls X X X X X X X X X 8 Interior Lighting Upgrades X X X X X X X 9 Exterior Lighting Upgrades X X X X X X X X X 10 HVAC Equipment Replacements X X X X X 11 Domestic Water Conservation X X X X X X X X X X X 12 Irrigation Controls X X X X X X X X object to Confidentiality Restrictions. 13.0 Energy Conservation Measures Page 2 City of Notional City December 2016 -206- City of National City Energy Audit AMERESCO Green • Clean • Sustainable ECM 1: Civic Center HVAC & Controls Upgrades General Description > ECM Summary Ameresco will upgrade the existing HVAC equipment and controls systems in the Civic Center. The equipment upgrades include replacing the old air handling units with new units, replacing and repairing chilled water piping and associated hardware, reconfiguring HVAC zones to match existing occupancy uses, and other associated work as detailed below to repair and properly commission the existing HVAC system. The control system upgrade includes the replacement of the existing system with a new Honeywell WEBs-AX Energy Management System. The equipment and controls upgrades will reduce electric demand and energy consumption due to the installation of more efficient equipment and improved operation and control of the HVAC system serving the Civic Center. > Existing Conditions During the energy audit, Ameresco found the Civic Center HVAC system to be in severe disrepair. The problems include aging equipment, poor control, improper air distribution and zoning, and a poorly commissioned chilled -water central plant. Specifically, the following issues were found: 1. Improper air balance in most of the building zones 2. Air handling units serving the basement, first, and second floors in poor condition and beyond their useful lives 3. Rooftop HVAC penthouse roofs leaking and causing deterioration and rusting of vital components 4. Unbalanced chilled water distribution system 5. Inoperable chilled water flow switches 6. Disconnected and non-functioning HVAC controls Recommended Modifications Ameresco will replace the old HVAC equipment, repair the problems with the central plant cooling system piping, and increase the number of VAV zones in the building. The heating system upgrades will include installing local hot water piping to connect to the new VAV zones and new hot water reheat valves to connect to the new VAV zones. The existing boiler and pumps are relatively new and will not be replaced. Ductwork improvements include installing new return ductwork and grilles to allow for improved air flow in the building. Page content is subject to Confidentiality Restrictions D.0 Energy Conservation Measures Page 3 City of National City December 2016 -207- City of National City Energy Audit AMERESCO Green • Clean . Sustainable The HVAC controls upgrades will replace the existing HVAC controls with a new Honeywell WEBs-AX Energy Management System (EMS), which is an internet-based EMS and only requires a standard web browser (e.g. Internet Explorer) to access the system. The new EMS will create a user-friendly environment for performing temperature set -point point changes, scheduling, trending, alarm management, time management, archiving and enterprise level information management. Detailed Project Scope The scope of work for the HVAC equipment and controls modifications includes the following: Replace the chilled water and DX air handling units with new units of equal cooling capacity. Replace or repair the flow sensors that are not working. Install a piping bypass with a modulating control valve in the chiller room to ensure minimum flow is maintained in the chillers. Install automated valves to allow for the automatic start -stop of chiller machines to meet the system demand. Install differential pressure sensors at key locations. Install new VAV zones and hot water reheat coils. o Remove existing asbestos around hot water reheat valves to perform the VAV zone level work. Reconfigure the zones to meet the building functional use and demands due to occupancy, internal heat gain, and solar exposure. Clean the ductwork to remain. Rebuild the penthouse to create a weather resistant enclosure. Install new return ductwork to allow for direct supply and return from the rooms. Install new return air openings and grilles in rooms that do not currently have them. Replace the existing condenser water pumps located at the cooling tower enclosure. Perform certified air and water balance of the HVAC system to ensure proper flows. Replace the existing HVAC control system with a Honeywell WEBs-AX Energy Management System capable of monitoring and controlling the equipment in an energy efficient manner. Start up and test the HVAC equipment for proper operation. Cleanup work area and dispose of any construction debris in contractor -supplied waste bins and remove from site. Provide CNC with as -built drawings and O&M manuals. -208- City of National City Energy Audit > Exclusions: AMERESCO Green • Clean • Sustainable • Asbestos sampling & testing. • Lead sampling, testing, or removal. Repair of existing damaged or faulty mechanical, electrical, or controls equipment and wiring not included in the HVAC upgrades scope of work. Mechanical and electrical distribution system upgrades required to meet current mechanical and electrical codes for systems not included in the HVAC upgrades scope of work. • Structural building upgrades resulting from defective roof or wall framing and supports. • City permit fees • Temporary heating and cooling The new air handling units will be sized to match the existing capacities of the existing air handling units. The following table defines the minimum parameters that the new units will be designed to. Table. D.1.1. Civic Center HVAC Equipment Capacities Unit Make Model Serves T A CFM Supply ESP 3 Fan Data SF HP 7.5 = OSA CFM 1,150 Cooling Coil MBH 198 Data GPM 40 Heating MBH 1 Aladdin 1HC- 18LS Serves Basement North 6,250 3 Aladdin 2a15 Floor 1 &2 North 12,400 3 15 1,400 404 81 4 Aladdin 1HC- 24LS Floor 1 &2 South 15,700 3 15 1,950 444 89 5 Aladdin 1HC-Council 15MS Chambers 3,900 0.5 .75 550 127 25 88 SF- 1B Unknown Basement EOC 6,000 _ 180 The schematics shown on the following pages detail the general upgrades that will occur to the air handling units. Pave content is subject to Confidentiality Restrictions. D.0 Energy Conservation Measures Page 5 City of hallow' City December 201E -209- r I • • 119Irla ile5111114 °OCT TO Nt StfiOS I C 1411004192771119; 019949999791.4 COPsr&SCISOss C6(04..FCTOSILLEOSSATts Piet s..ssns s! I I mi SCosSusAlloqvALVES s tssEsin OrissCPX't .10,SSFKLE.IA: FA:s AS *PAW TO ACCSAssrolaSS71 WV. AIR siodseoditiG uses S. .5m:1k/A spoi.441.1.MG Un•I222W2I & 1Pt. SsPftY qrstiK $ REStEs 7 *MAL ALSIOM•140 coma isimsnals AMMONS ffraPsOMEIECKS.S. &NS • MCCALL fosaniCAITC *MAY issiR PLE1111.6W S ASSAIL Es7VSOIR ;NU SA 1-•!. DIVSSITEP eoP5eIP2 t222caIt nt 96192 ! 07' 7,19.11,9 IS &WAS siEssa&V&PPIS (WSW% tOSIrsk^s MTH COSITIO1 vsivf STAMM a. rer IC • - •-• 4)4T Figure D1.1. North Basement Level AHU Schematic • fies!..4 1.1 aar avAi. 17 LAT — I „..", iojr -1- SO, S 14. 4-0 - _ Figure D1.2. Roof Level AHU 4 Schematic 2400 CCU 4._ • - 12 4 ri AMERESCO Green • Clean • Sustainable . 2—WAY CORNER • - - 1 rike T 1 2'741 Al I .1. REMOVE DOWN& am riAtitsma41.)2lT \ ROAMS Es!V ,s/C MKT TO 'bat KUM- '7 (09117f11091 • I. istsCusistr Ms -Es VAIL& ; ! ! 9921l!,2:ON •99999 S !• f172#00O22 RIO 7LAI9909.11,:i I sr SlUt 10 ' 077.4t977‘si 97-7' 999979, sn, s 1.199 Ns!, 90. 1122k9997 ,27 kR.1 !I &&-rALL SUMS. & R&11222 01.nr • , 1. tt.SIALL 71.119JmAITTKOSirs....14.DasoPeRS ',STUMM ficOlawirER comma.; 1I. wsrmo sAnscATEls Ars AM OOP 9.9,999. 9 9911,94 MEW (.9717 ARPIN 9! RS; 910, C.9791.M VP, (.711,190, 971.97,511799•999 91999.799CE WYSS t Page content is subject to Coni • • DX Energy Conservation Measures Page f City of Notional City December 2016 -210- City of National City Energy Audit NOPES LANDED A Tj 1. REMOVE EXISTING AIR IUNDUNG UNIT R. REMOVE EXISTING DUCT TO FUTURE POINT OF CONNECTION 1, DISCONNECT CHIMED WATER PIPE SUPPLY & RETURN TO ISOLATION VALVES A. EXTEND CONCRETE HOUSEKEEPING PAD AS NEEDED TO ACCOMMODATE NEW AIR HANDLNG UNIT 5 INSTALL NEW AIR HANDLING UNIT IANU/TI it lulu; Figure D1.3. Roof Level AHU 3 & 5 Schematic AMERESCO Green . Clean • Sustainable B. INSTALL SUREST. RETURN 4 RELIEF DUCT T. INSTALL AUTOMATED CONTROL DAMPERS ACTUATOM IECLDN OMIEP. CONTROL; B. INSTALL FABRICATED RETURN AIR PLENUM 9. INSTALL NEW CNW SUPPLY & RETURN COMPLETE WISH CONTROL VALVE, STRAINER. ORCLV L SETTTA IEMANC VALVEI 00 •sr- feA.T PV+rt L5t41 The following HVAC control information provides details of the HVAC controls upgrades involved in the Civic Center scope of work. REMOTE COMMUNICATIONS • Install a Honeywell WEB600E WEB-AX Controller with User Interface, LonWorks FTT-10 Driver and (2) Lon Communication Cards, o Note: A dedicated static IP connection will be provided by the City • Install four TP/FT-10 End of Line Terminator Modules. Creation of the following browser display graphics: o Site plan o Basement Plan View o 1st Floor Plan View o 2nd Floor Plan View Page content Is subject to Con`;dentiahty Restrictions. D-0 Energy Conservation Measures City of Notional City December 2016 Page 7 -211- City of National City Energy Audit AMERESCO Green • Clean • Sustainable • Note: Requires an existing floor plan PDF file furnished by the City o Rooftop AC Units o VAV Zones CHILLED WATER SYSTEM CONTROLS • Remove existing Comfort Point Controller and replace with Honeywell WEBs-AX Controller and connect to the existing I/O Module located in chiller room control panel. The existing chilled water system monitoring and control points will be integrated into the new system using the existing I/O Module located in chiller room control panel. Install a Differential Pressure Transmitter to monitor the differential pressure across the evaporator barrel on Chillers, No. 1 and No. 2 to verify minimum flow Install a Differential Pressure Transmitter to monitor the differential pressure on the chilled water loop supply and return piping located in fan room for SF-1 Install a Differential Pressure Transmitter to monitor the differential pressure on the chilled water loop supply and return piping located in penthouse Install four 4" 2-Way Butterfly Isolation Valves to be installed on the chilled water and condenser water inlets for chillers, No. 1 and No. 2. Install a 2-1/2" 2-Way Modulating Control Valve to be installed on the new chilled water bypass piping to be located in the chiller room HEATING HOT WATER SYSTEM CONTROLS • The existing heating hot water system monitoring and control points will be integrated into the new system using the existing I/O Module located in chiller room control panel. SUPPLY FAN SF-2 CONTROLS • Install a Honeywell Programmable Spyder DDC Controller in the existing control panel located in fan room for SF-2. • Install a Control Relay Modules to provide start/stop control for the supply and return fans. Install a Current Sensing Relay to sense fan status of the supply and return fans. Install Duct Mounted 20k Temperature Sensors in the supply, return and mixed air ducts. Install three Electronic Modulating Damper Actuators to replace the existing pneumatic dampers actuators installed on the outside air, return air and mixed air dampers. Remove the existing pneumatic actuator on the existing heating hot water control valve and install adapter kit to allow for installation of an electronic actuator. ® Install an Electronic Modulating Valve Actuator onto the existing hot water control valve body. Page content is subject to Confidentiality Restrictions, D.0 Energy Conservotion Measures Page 8 City of Notional City December 2016 -212- City of National City Energy Audit AMERESCO Green • Clean . Sustainable VAV AIR HANDLING UNIT SF-1 CONTROLS • Install a Honeywell Programmable Spyder DDC Controller in the existing control panel located in fan room for SF-1. Install a Control Relay Modules to provide start/stop control for the supply and return fans. • Install a Current Sensing Relay to sense fan status of the supply and return fans. • Install a Differential Pressure Transmitter with static probes to monitor the supply duct static pressure. Install a Differential Pressure Transmitter with static probes to monitor the building static pressure. Install three Electronic Modulating Damper Actuators on the outside air, return air and mixed air dampers. • Install Duct Mounted 20k Temperature Sensors in the supply, return and mixed air ducts. Install wiring connection from DDC controller to the supply fan and return fan VFD's. Install a 2-Way Modulating Control Valve to be installed on the chilled water coil VAV AIR HANDLING UNIT SF-3, SF-4, & SF-5 CONTROLS Install a Honeywell Programmable Spyder DDC Controller in the existing control panels located in Penthouse fan rooms. • Install a Control Relay Modules to provide start/stop control for the supply and return fans. • Install a Current Sensing Relay to sense fan status of the supply and return fans. Install a Differentia! Pressure Transmitter with static probes to monitor the supply duct static pressure. Install a Differential Pressure Transmitter with static probes to monitor the building static pressure. Install three Electronic Modulating Damper Actuators on the outside air, return air and mixed air dampers. Install Duct Mounted 20k Temperature Sensors in the supply, return and mixed air ducts. Install wiring connection from DDC controller to the supply fan and return fan VFD's. • Install a Honeywell ZioTM Digital Display Wall Module to provide space temperature sensing, setpoint adjustment and override for the SF-5 air handling unit. • Install a 2-Way Modulating Control Valve to be installed on the SF-3, and SF-4 chilled water coils. • Install a 3-way Modulating Control Valve to be installed on the SF-5 chilled water coils. Page content is subject to Conficent:al:r ;tr too 5. 110 Energy Conservation Measures City of National City December 2016 Page 9 -213- City of National City Energy Audit AMERESCO Green • Clean • Sustainable • Install a 3-Way Modulating Control Valve to be installed on the heating hot water coil on SF-5 only. EOC AIR HANDLING UNIT (SF 1B) • Install a Honeywell Programmable Spyder DDC Controller in NEMA 1 enclosure with power supply and terminal strips. Install a Honeywell Zio°M Digital Display Wall Module to provide space temperature sensing, setpoint adjustment and override for the fan coil unit. Install a Duct Mounted 20k Temperature Sensor in the supply and return air ducts. • Install a Current Sensing Relay to sense fan status of the supply fan. Install a LonWorks Communication Bus connection to DDC controller. VAV ZONE CONTROLS (Typical for 49 new VAV zones) • Install a Honeywell Spyder Programmable VAV DDC Controller with actuator onto new VAV box. • Install one Control Transformer on Basement Level, two Control Transformers on 2nd Floor, and two Control Transformers on 3rd Floor to provide control power to VAV controllers. • Install a Honeywell Zio°M Digital Display Wall Module to provide space temperature sensing, setpoint adjustment and override. • Install a Honeywell Modulating Reheat Valve to be installed on the heating hot water coil (Note: Valve bodies to be installed by others) • Install a Duct Mounted 20k Temperature Sensor in the VAV supply duct. Install a LonWorks communication bus connection to DDC controller. Energy Savings Ameresco performed detailed energy model calculations to determine the benefits associated with the project. The energy model was created based on logged run hours and measured room temperatures. It was calibrated to the electrical utility data to ensure that the savings determined by the model were in line with the utility consumption at the building. Table D.1.2 summarizes the energy savings associated with this project. Table. D.1.2. Energy Savings Associated with ECM 1 Building Civic Center 35,276 Average kW savings 25 subject to Confidentiality Restrictions. D.0 Energy Conservation Measures Page 10 City of National Crty Berea i er 2016 -214- City of National City Energy Audit AMERESCO Green • Clean • Sustainable Energy Detailed calculations for energy and cost savings for ECM-1 are provided in the appendices. Energy savings for the retrofits are determined by comparing the baseline existing kW and kWh with the proposed kW and kWh. Total cost savings from this measure is then calculated by distributing the energy savings into the appropriate TOU periods. kW Savings = existing kW — proposed kW kWh Savings = existing kWh — proposed kWh Existing energy usage was determined using a Trane Trace 700 building simulation, and included existing parameters such as equipment capacities, efficiencies, temperature set points, and operating schedules. The proposed energy use was also determined using the same Trace 700 simulation, but with improved parameters, including increased efficiencies, control parameters, and operating schedules. References Utility bills field notes, survey data HVAC Manufacturer Catalogs ASHRAE Design Standards Assumptions Assumptions made in the development of this proposal include: The savings for the measure are based on logged run hours for sample equipment, indoor temperature measurements, and model calibrations. • The cost of the project does not include any repair or upgrades of existing mechanical or electrical distribution systems beyond the area of work that are not or up to code. Utility Interruptions Electricity interruption will be isolated to the area of work and its duration minimized through carefully planned installation phasing. Comfort conditioning will be affected and sections of the building will be without air conditioning while the upgrades are installed. Page content is subject to Confidentiality Restrictions. D.0 Energy Conservation Measures Page 11 City of Notional City December 2016 -215- City of National City Energy Audit Other AMERESCO Green . Clean . Sustainable > Equipment Service Life The equipment service life for the major components includes: New Air Handling Units — 20-25 years Pumps — 20 years Terminal Boxes — 20 years HVAC Controls —15 years > Warranty Ameresco provides an initial 1-year warranty for the materials and labor for the retrofit. Ameresco has also included an extended 5-year manufacturer's material warranty for the air handling units, VFDs, and VAV Terminal Boxes. The 5-year warranty does not include the labor to install any defective material. 0.0 Energy Conservation Measures Page 12 City of Notional City December 2016 -216- City of National City Energy Audit ECM 4: Solar PV General Description AMERESCO Green • Clean • Sustainable > ECM Summary Ameresco will install solar photovoltaic (PV) systems at six CNC locations. These systems vary in size and type, with five rooftop systems and one carport system. The solar PV systems will produce electric power, thereby reducing consumption from the utility grid and reducing energy costs. Recommended Scope Ameresco will install solar PV systems at the following locations in order to qualify for the DG-R renewable power rate offered by SDG&E. The new solar power systems for the Civic Center, Police Station, Arts Center, MLK Community Center, and Public Library will be installed on top of the existing rooftops and will connect to the building's electrical grid. The Fire Station 34 solar power system will be a carport type of system located at the side parking lot. The renewable power will be used by the buildings throughout the year. Table. D.4.1. Solar Power System Summary Location Police Station Type Rooftop kW DC 53 kW AC 45 Arts Center Rooftop 26 22 Civic Center Rooftop 86 74 Public Library Rooftop 75 64 Fire Station 34 Carport 20 17 MLK Community Center Rooftop 18 15 277 237 By installing the solar power systems, the City will qualify for the DG-R rate since the systems will generate at least 10% of the peak annual load from renewable power. The benefit of switching to the DG-R rate is that the demand charges are much less than the current rates that the City accounts are currently on. Ameresco performed a cost savings comparison and discovered that the Police Station would not benefit from switching to the DG-R rate. This is due to the Police Station's load profile with regards to demand and consumption. The following figures demonstrate the potential locations for the solar power panels. Page to^.;,; >ub}ect to Confidentiality Restrictions. D.0 Energy Conservation Measures Page 13 City of Notional City December 2016 -217- AMERESCO Green • Clean • Sustainable s Figure. D.4.1. Civic Center Solar Power System Locations Figure. D.4.2. Police Station Solar Power System Locations Page content is subject to Confidentlaky Rest'r;C.:-,;. at? Energy Conservation Measures Page 34 City of National City December 2016 -218- City of National City Energy Audit Figure. D.4.3. Public Library Solar Power System Locations AMERESCO Green . Clean • Sustainable Page content > sraL; P t:'.Ct ana D.0 Energy Conservation Measures Page 15 City of National City December 2016 -219- City of National City Energy Audit Figure. D.4.4. Fire Station 34 Solar Power System Locations AMERESCO Green • Clean • Sustainable Page content is subject to Confidentiality Restrictions. D.0 Energy Conservation Measures Page 16 City of National City December 2016 -220- City of National City Energy Audit Figure. D.4.5. MLK Community Center Solar Power System Locations Figure. D.4.6. Arts Center Solar Power System Locations AMERESCO Green • Clean • Sustainable Page content is subject to Confidentlulitv Rest- 'ctfo s. D.0 Energy Conservation Measures Page 17 City of National City December 2016 -221- City of National City Energy Audit AMERESCO Green • Clean • Sustainable Detailed Project Scope A solar PV system consists of solar panel arrays, supporting structures, electric direct current (DC) to alternative current (AC) inverters, controllers, meters, wiring, etc. The solar panels will be installed on the roofs using a ballasted or rack system depending on the roof type and slope. The installation will include PV rated disconnect switches, revenue grade electric meters, and all required wiring hardware. The following is included in the project scope of work: Submit plans to the City for review and approval. Survey the roof locations for pre-existing damage. Report any roof damage to CNC for correction. Install the array support structures. Excavate trench lines for installation of underground electrical wiring. Install conduit, backfill and cover the trench lines to match existing surfaces. Install solar power panels and connect to electrical panels and / or distribution boards. Connect new solar power systems to electrical meters and test for operation. • Provide the City with O&M manuals and as -built drawings. > Exclusions • Asbestos or lead sampling, testing or removal. Repair of existing damaged or faulty electrical equipment and wiring. Repair of existing damaged or faulty roofing systems. • Repair of existing damaged or faulty structural supports. Electrical distribution system upgrades required to meet current electrical codes. ct to Confidentiality Restrictions. D.0 Energy Conservation Measures Page 18 City of Rtsi o; m+ C.*a Dece" gibe? 2rylE. -222- City of National City Energy Audit AMERESCO Green • Clean • Sustainable Power Production Ameresco performed detailed calculations to determine the power production and associated cost savings associated with the project. The savings will result from the production of the solar panels, thus offsetting electric utility costs. Table D.4.2 summarizes the energy savings associated with this project. Table. D.4.2. Energy Generation Associated with ECM 4 Building Police Station k\' h generation 76,857 %of Annual Load 7% Arts Center 36,163 26% Civic Center 123,024 21% Public Library 105,020 15% Fire Station 34 26,295 14% MLK Community Center 25,164 28% .. ... Energy Detailed calculations for energy generation and cost savings for ECM-4 are provided in the appendices. Energy dollar savings for the solar PV systems are determined by inserting the power generation kWh per time of use period into the appropriate rate structure and determining the impact of the solar power generation. Ameresco used the ALTOU-DGR-CPP transmission & distribution & commodity rates to determine the energy dollar savings impact of the renewable power generation. References • Electric bills • Field notes, survey data • Solar PV Panel Performance Data • Published local weather data (solar radiation) Assumptions Assumptions made in the development of this scope of work include: Statistically typical local weather data All work surfaces are free of asbestos and other hazardous materials. CNC is responsible for any hazardous material abatement. The cost of the project does not include any repair or upgrades of existing electrical distribution systems that are not up to current codes. Page content is subject to Confidentiality Restrictions. D.0 Energy Conservation Measures Page 19 City of Notional City December 2016 -223- City of National City Energy Audit A MERESCO Green • Clean • Sustainable Utility Interruptions Electricity interruption will primarily be isolated to the area of work and its duration minimized through carefully planned installation phasing. Building level power shut downs will be required for final tie in of solar power systems to the main electrical distribution boards. Installation and power outage schedules will be coordinated with site personnel to minimize the impact on building occupants. > Equipment Service Life The equipment service life for the major components includes: Solar PV Panels — 30 years Inverters — 20 years Warranty Ameresco provides an initial 1-year warranty for materials and labor for the retrofit. The solar panels include a 25- year manufacturer's performance warranty and a 10-year manufacturer's workmanship & materials warranty. The inverters include a 20-year manufacturer's workmanship & materials warranty. Page contents D.0 Energy Conservation Measures Page 20 City of National City December 2016 -224- City of National City Energy Audit A MER ESCO Green • Clean • Sustainable ECM 6: HVAC Controls General Description > ECM Summary This measure will provide an increased level of control of the HVAC systems at several of the CNC locations. Currently CNC has only limited, local control over most of the HVAC equipment installed throughout the City. The replacement of the existing controls will provide a significant increase in the ability of the City personnel to monitor, troubleshoot, and schedule the equipment. The new controls will also greatly reduce energy costs in the respective facilities. > Existing Conditions There are different levels of HVAC control throughout CNC's facilities. The level of control varies from localized thermostats to more sophisticated building automation systems. The following is a summary of the types of systems present in each of the buildings included in the scope of this measure: Table. D.6.1. Existing HVAC system type and controls Building Police Station HVAC-System Type Rooftop packaged VAV units Control System Honeywell EMS Public Library Chilled water / hot water system Honeywell EMS MLK Community Center Rooftop packaged units Honeywell Control Panel with Wall Thermostats & Bypass Timers Arts Center Rooftop packaged units / split systems Programmable Thermostats Casa de Salud Rooftop packaged units Wall thermostats with bypass timers Kimball Sr. Center Split systems Local Control - Wall Thermostats Fire Station 31 Rooftop packaged units Local Control —Wall Thermostats Fire Station 34 Rooftop packaged units Trane EMS Public Works Rooftop packaged units Local Control — Wall Thermostats As shown above, the systems can be categorized into two main areas: local control and EMS. The systems with local control consist of a mix of programmable wall -mounted thermostats and older non - programmable thermostats with by-pass timers. Each of these systems have limitations, from declining accuracy to limitations with night setback and operating schedules. Page ante^t s subject to Confidentiality Restrictions. 0.0 Energy Conservation Measures Page 21 City of National City December 2016 -225- City Energy .�. AMERESCO Green • Clean • Sustainable Recommended Modifications Ameresco's approach is to standardize the HVAC control systems throughout the buildings included in this measure. The goal for each system is to expand the level and flexibility of control by implementing a new web -based control system. For the rooftop package units and split systems at MLK Community Center, Arts Center, Casa de Salud, Public Works, Fire Station 31, and Kimball Senior Center, Ameresco will replace the existing thermostats with a new Direct Digital Control (DDC) system. The system will include a new wireless Viconics room controller with a ZigBee Pro Wireless Communications Card for each of the AC units, and a Viconics BACnet ZigBee/IP Gateway per site. Digital Thermostat Room Controller The system will be accessible from the new National City Civic Center Honeywell WEBStation-AX operator workstation and through a web browser using any internet connected City computer for remote programming, monitoring, and control. The following table defines the number of units included in the controls upgrades. Table. D.6.2. Package unit and split systems included in ECM 6 Building System Types # of units MLK Community Center Rooftop package units 11 Arts Center Rooftop package units 8 Arts Center Small split systems 2 Casa de Salud Rooftop package units 2 Public Works Rooftop package units 2 Kimball Senior Center Split system heat pumps 2 Fire Station 31 Rooftop package units 2 For the Police Station, Fire Station 34, and Public Library, the controls upgrades will involve variable air volume air handling units, central plant components, and terminal unit controls. Page content is subject to Confidentiality Restrictlo 10Energy C Measures Page 22 City of National City December 2016 -226- City of National City Energy Audit AMERESCO Green . Clean • Sustainable Police Station Ameresco will replace the existing obsolete controls with a new Honeywell WEB-AX direct digital control system. The new direct digital control system will replace all the pneumatic HVAC controls in the building and will provide greatly improved control over the hot water heating system, rooftop package units, variable air volume terminal units, and shooting range exhaust system. By installing the new HVAC controls, the City will have remote access from the Civic Center front end or any web enabled computer to provide monitoring, control, and troubleshooting. This feature will save the maintenance staff time and the City money when trouble shooting any issues. The following table defines the number of units included in the controls upgrades. Table. D.6.3. Police Station equipment included in ECM 6 Building Police Station System Types Rooftop VAV units # of units 2 Police Station Hot water circulating pump 1 Police Station Rooftop package heat pump 1 Police Station VAV zones 33 Police Station Shooting Range Fans 2 Fire Station 34 Ameresco will replace the existing system with a new Honeywell direct digital control system. The system will include a Honeywell WEB-AX Controller, Spyder Controllers for the HVAC units and zone controls. The existing room temperature sensors will be replaced with new Honeywell Zio Wall Modules to provide space temperature sensing, setpoint adjustment, and override. Wall Bloriule Se,r,o.• HVAC Unit and Zone Controller The system will be accessible from the new National City Civic Center Honeywell WEBStation-AX operator workstation and through a web browser using any internet connected City computer for remote programming, monitoring, and control. The following table defines the number of units included in the controls upgrades. Table. D.6.4. Fire Station 34 equipment included in ECM 6 Page content is subject to ctons. 220 fneroy Conservation Measures re =3 City of National City December 2016 -227- City of National City Energy Audit Building Fire Station 34 System Types Rooftop package units # of units 5 Fire Station 34 Split systems 1 Fire Station 34 VAV zones 30 Fire Station 34 Bypass dampers 5 AMERESCO Green • Clean • Sustainable Public Library Ameresco will upgrade the existing Honeywell Excel 500 controls to the new Honeywell WEB-AX Control System. This will allow the creation of new graphics at the Civic Center front-end to allow for remote monitoring and control of the chilled water system, hot water system, rooftop air handling units, fan coil units, zone VAV boxes, and exhaust fans. By upgrading the controls, the City will be able to monitor and control the HVAC equipment in the most energy -efficient manner. The following table defines the number of units included in the controls upgrades. Building Public Library r System Types Chiller Plant # of units 1 system Public Library Boiler Plant 1 system Public Library Rooftop VAV units 8 Public Library VAV zones 86 Public Library Split systems 2 Public Library Exhaust Fans 6 =e :or tent is subject to Confidentiality Restrictions. D.0 Energy Conservation Measures Page 24 rvc,,t,txanot C11)' L•es:ember 2016 -228- City of National City Energy Audit AMERESCO Green • Clean • Sustainable Detailed Project Scope For the package units and split systems located at MLK Community Center, Arts Center, Casa de Salud, Public Works, Fire Station 31, and Kimball Senior Center, the scope of work of this measure includes the following: Install a ZigBee Pro to BACnet IP Gateway o Note: A dedicated static IP connection will be provided by the City Install a Honeywell BACnet IP Client Driver onto the Civic Center WEB controller. Install a 120/24 VAC Power Supply to provide power to wireless gateway device. Install a 4-Port Ethernet Switch to provide IP connection to wireless gateway device. Provide setup, programming and configuration for the wireless gateway device. Install a Room Controller with a ZigBee Pro Wireless Communications Card at each of the existing thermostat locations. Install a horizontal to vertical thermostat mounting plate adapter to accommodate the installation of the room controller. Provide setup, programming and configuration for the wireless room controllers. Start-up and commissioning for of all provided room controllers. Furnish display graphics: o Building Floor Plan • Note: Requires an existing floor plan PDF file furnished by the City o AC units with the current space temperatures displayed. Install room controller database information onto the new Honeywell WEBStation-AX to allow for remote monitoring, control and scheduling. > Exclusions: • Asbestos or lead sampling, testing or removal. Repair of existing damaged or faulty mechanical, electrical, or controls equipment and wiring not specified above. Mechanical and electrical distribution system upgrades required to meet current electrical codes. City permit fees All work before or after normal business hours. Furnishing IT connection required for the ZigBee Pro to BACnet IP Gateway. Page content is subject to Confidentiality Restrictions. D.D Energy Conservation Measures Page 25 City of Notional City December 2016 -229- City of National City Energy Audit Police Station AMERESCO Green . Clean • Sustainable REMOTE COMMUNICATIONS Install a Honeywell WEB600E WEB-AX Controller with User Interface. LonWorks FTT-10 Driver and (2) Lon Communication Cards. o Note: City to provide IT connection to WEB controller • Install (4) TP/FT-10 End of Line Terminator Modules. • Create the following browser display graphics: o Site plan o 1st Floor Plan View o 2nd Floor Plan View o Rooftop AC Units o VAV Zones Note: Requires an existing floor plan PDF file furnished by the City HEATING HOT WATER SYSTEM CONTROLS • Install a Honeywell Programmable Spyder DDC Controller in a NEMA 3R Enclosure with a control transformer and terminal strip. Install a 20k Outdoor Air Temperature Sensor to monitor the outdoor air temperature for the outdoor air temperature lockout. Install a Control Relay Module to provide start/stop control of the heating hot water pump. Install a Current Sensing Relay to sense the heating hot water pump status. Provide LonWorks Communication Bus connection to DDC controller. ROOFTOP VAV AC UNIT CONTROLS (Typical for AC-1 & AC-2) • Install a Honeywell Programmable Spyder DDC Controller in a NEMA 3R enclosure with power supply and terminal strips. Install a Duct Mounted 20k Temperature Sensor in the supply and return air ducts at each of the rooftop AC units. Provide LonWorks Communication Bus connection to DDC controller. Confidentiality Restrictions. 0.0 Energy Conservation Measures Page 26 City of NotionoiCity Decembea 201�6 -230- City of National City Energy Audit AMERESCO Green • Clean • Sustainable HEAT PUMP UNIT CONTROLS (Typical for HP-1- Dispatch Unit) • Install a Honeywell Programmable Spyder DDC Controller in a NEMA 3R enclosure with power supply and terminal strips. • Install a Honeywell ZioTM Digital Display Wall Module to provide space temperature sensing, setpoint adjustment and override for the fan coil unit. • Install a Duct Mounted 20k Temperature Sensor in the supply and return air ducts. • Install a Current Sensing Relay to sense fan status of the supply fan. • Provide LonWorks Communication Bus connection to DDC controller. VAV ZONE CONTROLS (Typical for 33 existing VAV zones) • Remove existing pneumatic devices and tubing from VAV box. • Install a Honeywell Spyder Programmable VAV DDC Controller with actuator onto existing VAV box. • Install (1) Control Transformer on Basement Level, (2) Control Transformers on Level 2, and (2) Control Transformers on Level 2 to provide control power to VAV controllers. Install a Honeywell Zio" Digital Display Wall Module to provide space temperature sensing, setpoint adjustment and override at each of the existing pneumatic thermostat locations. • Install a Honeywell VP Valve Adapter onto the existing pneumatic reheat valve. • Install a Honeywell Modulating Reheat Valve Actuator onto pneumatic valve adapter. • Install a Duct Mounted 20k Temperature Sensor in the VAV supply duct. • Provide LonWorks communication bus connection to DDC controller. SHOOTING RANGE AREA TEMPERATURE AND PRESSURE CONTROL • Install a Honeywell Spyder Programmable DDC Controller and mount in the existing enclosure located in the fan room for EF-2. • Install a Differential Pressure Transmitter and connect to the existing Hi/Lo Pneumatic lines that are currently connected to a pneumatic static pressure controller. • Install a 2-Position Damper Actuator onto the existing damper located on the garage exhaust duct on the outside of fan room for EF-2. • Install a Modulating Damper Actuator on the existing opposed blade control damper located on the exhaust duct from the shooting range. Page content is subject to Confidentiality Restrictions. D.0 Energy Conservation Measures Page 27 City of National City December 201E -231- City of National City Energy Audit AMERESCO Green • Clean . Sustainable Install a Wall Mounted Temperature Sensor at the existing pneumatic thermostat location in shooting range area. Install an On/Off Wall Switch next to the location of the wall mounted temperature sensor. Install (4) Control Relay Modules in the existing electric duct heater control cabinet to control the 4 stages of heating. Install a Duct Mounted Temperature Sensor downstream from the electric duct heater. Install (2) Control Relay Modules to provide start/stop control for SF-1 and EF-2. Install (2) Current Sensing Relays to sense fan status for SF-1 and EF-2. Provide LonWorks Communication Bus connection to DDC controller. GENERAL SCOPE ITEMS • Programming and commissioning for the new DDC controllers. • Start-up and checkout of the installed control system. • Submittals and O&Ms. • Engineered CAD control drawings. The existing control system wiring will be re -used where possible. • All work will be performed during normal business hours. > Exclusions: Asbestos or lead sampling, testing or removal. • City permit fees All work before or after normal business hours. Repair or replacement of any existing VAV reheat valves. Repair or replacement of any existing VAV boxes. Air and water balance. Furnishing and/or installation of access doors. Page content is subject to D.0 Energy Conservation Measures Page 28 City of Notional City December 2016 -232- City of National City Energy Audit AMERESCO Green • Clean - Sustainable Fire Station 34 REMOTE COMMUNICATIONS • Install a Honeywell WEB600E WEB-AX Controller with User Interface. LonWorks FTT-10 Driver and (2) Lon Communication Cards. (Note: City to provide IT connection to WEB controller) • Install (4) TP/FT-10 End of Line Terminator Modules. • Create the following browser display graphics: o Site plan o 1st Floor Plan View o 2nd Floor Plan View o Rooftop AC Units o VAV Zones • Note: Requires an existing floor plan PDF file furnished by the City ROOFTOP VAV AC UNITS (Typical for AC-1, AC-2, AC-3, AC-4, & AC-5) • Install a Honeywell Programmable Spyder DDC Controller in a NEMA 3R enclosure with power supply and terminal strips. • Install a Trane Conventional Thermostat Interface Board to allow for wiring to DDC controller. • Install a Duct Mounted 20k Temperature Sensor in the supply and return air ducts at each of the rooftop AC units. • Provide LonWorks Communication Bus connection to DDC controller. FAN COIL UNIT (Typical for FC-1) • Install a Honeywell Programmable Spyder DDC Controller in a NEMA 3R enclosure with power supply and terminal strips. • Install a Honeywell ZioTM Digital Display Wall Module to provide space temperature sensing, setpoint adjustment and override for the fan coil unit. • Install a Duct Mounted 20k Temperature Sensor in the supply and return air ducts. • Install a Current Sensing Relay to sense fan status of the supply fan. • Provide LonWorks Communication Bus connection to DDC controller. Page contends subject to Confidentiality Restrictions. D.0 Energy Conservation Measures Page 29 City ofhationo Eh). Decembe 202E -233- AMERESCO Green • Clean • Sustainable VAV ZONE CONTROLS (Typical for 30 existing VAV zones) • Install a Honeywell Spyder Programmable VAV DDC Controller with actuator onto existing VAV box. Install a Honeywell Zion" Digital Display Wall Module to provide space temperature sensing, setpoint adjustment and override. Install a DP Flow Sensor at the inlet of the VAV box to sense the airflow. Install Hi/Lo pressure pneumatic tubing from DDC controller to sensor. Provide LonWorks communication bus connection to DDC controller. BYPASS DAMPER CONTROLS (Typical for 5 bypass dampers) • Install a Honeywell Spyder Programmable VAV DDC Controller with actuator onto existing bypass damper. Provide LonWorks Communication Bus connection to DDC controller. GENERAL SCOPE ITEMS • Programming and commissioning for the new DDC controllers. • Start-up and checkout of the installed control system. • Submittals and O&Ms. • Engineered CAD control drawings. The existing control system wiring will be re -used where possible. • All work will be performed during normal business hours. > Exclusions: • Asbestos or lead sampling, testing or removal. • City permit fees • All work before or after normal business hours. • Repair or replacement of any existing VAV boxes. • Air and water balance. • Furnishing and/or installation of access doors. Page content is subject to Confidentiality Restrictions. D.0 Energy Conservation Meosvres Page 30 City of Notional City December 2016 -234- City of National City Energy Audit Public Library AMERESCO Green • Clean • Sustainable REMOTE COMMUNICATIONS Install a Honeywell WEB700 WEB-AX Controller with User Interface. LonWorks FTT-10 Driver and (2) Lon Communication Cards. (Note: City to provide IT connection to WEB controller) Install (4) TP/FT-10 End of Line Terminator Modules. Create the following browser display graphics: o Site plan o Chiller Plant o Boiler Plant o 1st Floor Plan View o 2nd Floor Plan View o Rooftop AC Units o VAV Zones o Fan Coil Units o Exhaust Fans i Note: Requires an existing floor plan PDF file furnished by the City CHILLER PLANT Remove the existing obsolete Honeywell Excel 500 DDC Controller from the existing control panel. Install a new Honeywell Programmable Spyder DDC Controller in the existing enclosure. Connect the existing LonWorks Communication Bus to DDC controller. Perform checkout and verification of the chiller plant system operation. BOILER PLANT * Remove the existing Honeywell Excel 50 DDC Controller from the existing control panel. « Install a new Honeywell Programmable Spyder DDC Controller and Sylk I/O Module in the existing enclosure. Connect the existing LonWorks Communication Bus to DDC controller. Perform checkout and verification of the boiler plant system operation. Page content is sub;e:t c: D.0 Energy Conservation Measures Page 33 City of National City December 2016 -235- City of National City Energy Audit AMERESCO Green • Clean • Sustainable ROOFTOP VAV AC UNITS (Typical for AH-1, AH-2, AH-3, AH-4, AH-5, AH-6, AH-7 & AH-8) • Remove the existing Honeywell Excel 50 DDC Controller from the existing control panel. Install a new Honeywell Programmable Spyder DDC Controller and Sylk I/O Module in the existing enclosure. Connect the existing LonWorks Communication Bus to DDC controller. • Perform checkout and verification of the air handling unit operation. GENERAL SCOPE ITEMS Provide operator system access to allow setpoint adjustment for VAV zones. Programming and commissioning for the new DDC controllers. Start-up and Checkout of the installed control system. Submittals and O&Ms. Engineered CAD control drawings. The existing control system wiring will be re -used where possible. The existing Honeywell VAV DDC Controllers will be integrated into the new Honeywell WEBs-AX system. > Exclusions: • Asbestos or lead sampling, testing or removal. City permit fees All work before or after normal business hours. Repair or replacement of any existing VAV DDC controllers. Repair or replacement of any existing control valves, damper actuators, temperature sensors, pressure sensors, current sensors. • Air and water balance. • Furnishing and/or installation of access doors. =It to Confidentiality Restrictions. D.0 Energy Conservation Measures Page 32 City of Notional City Decembe, 2016 -236- City of National City Energy Audit AMERESCO Green • Clean • Sustainable Energy Savings Ameresco performed building simulations with Trane Trace 700 to determine the energy savings associated with the project. The energy savings will be achieved through indoor temperature set point resets, instituting after-hours shut off and set back control, and programming new operating schedules. Increased accuracy with the new sensors will also play a direct role in saving energy. Table D.6.6 summarizes the energy savings associated with this project. Table. D.6.6. Energy Savings Associated with ECM 6 Building Police Station kWh savings 32,613 MLK Community Center 2,906 Arts Center 3,158 Casa de Salud 943 Public Works 903 Fire Station 31 4,689 Fire station 34 6,573 Kimball Senior Center 2,548 { 54,333 > Energy The detailed calculations for energy and cost savings for ECM-6 are provided in the appendices. Energy savings for the retrofits are determined by comparing the baseline existing kW and kWh with the proposed kW and kWh. Total cost savings is then calculated from distributing the energy savings over the different time of use (TOU) periods to develop the final cost savings. kW Savings = existing kW — proposed kW kWh Savings = existing kWh — proposed kWh References • Electric bills Field notes, survey data, logger data Page content is subject to Confidentiality Restrictions. D.0 Energy Conservation Measures Page 33 City of Notional City December 2016 -237- City of National City Energy Audit Assumptions Assumptions made in the development of this proposal include: AMERESCO Green . Clean . Sustainable The run hours for the HVAC equipment were defined by run-time motor logger data or building operation schedules. The existing equipment efficiencies were based on equipment manufacturer data or as adjusted to calibrate the energy models. The existing room temperatures were based on sample measured room temperatures and setpoints from the IGA walkthrough or as adjusted to calibrate the energy models. All work surfaces are free of asbestos and other hazardous materials. CNC is responsible for any hazardous material abatement. • The cost of the project does not include any repair or upgrades of existing mechanical or electrical distribution systems that are not up to current codes. Utility Interruptions Electricity interruption will be isolated to the area of work and its duration minimized through carefully planned installation phasing. Installation schedules will be coordinated with site personnel to minimize the impact on building occupants. Other > Equipment Service Life The equipment service life for the major components includes: • Sensors and room controllers— 15 years • Zigbee wireless cards —15 years > Warranty Ameresco provides a 1-year warranty for materials and labor for the retrofit. Ameresco will leave behind the following list of HVAC controls components to support the long term functioning of the HVAC controls components. 0.0 Energy Conservation Measures Page 34 City of National City December 2016 -238- City of National City Energy Audit AMERESCO Green • Clean • Sustainable CITY OF NATIONAL CITY UST OF EMS SPARE PARTS OTY. MANUFACTURER PART NUMBER DESCRIPTION 2 HONEYWELL WEB-8000 WEB CONTROLLER 4 HONEYWELL PUL}B 6438SR LON/BAC UNITARY CNTRLR WIS BUS 4 HONEYNFLI PV€JB 4022AS LON/BAC VAV CNTRLR VIS BUS 4 HONEYWELL FMJB 0000AS LON/BAC VAV CNTRLR W1S BUS 1 HONEYWELL SI04022 SYLK BUS 110 1 HONEYWELL 51012000 SYLK BUS I/O 4 HONEYWELL TR42 ROOM TEMPERATURE SENSOR 3 HONEYWELL C7041B2005 6" DUCT TEMP SENSOR 3 HONEYWELL C704192013 12' DUCT TEMP SENSOR 3 HONEYWELL C7041C2003 18" DUCT TEMP SENSOR 2 HONEYWELL VBN2BJSA30C1 REHEAT VALVE 2 HONEYWELL MS3120J1007 175 lb -in SYLK ACTUATOR 2 HONEYWELL M7410F1000 VALVE ACTUATOR IFOR PNEU 2 HONEYWELL 14004932-001 ELEC TO PNEU KIT 2 SCHNEIDER Ft FCTRIC MPM-GW-0I0-5045 ZIGBEE PRO GATEWAY 3 VtCONICS ST8600U50008 ZIGBEE ROOM XTLR 2Nf2C 3 VICONICS VCM8000V5000P ZIGBEE PRO COMA MODULE 2 VCONICS SED-CMS-P-5045 ZIGBEE PRO OCCUPANCY SENSOR 2 AIR PRODUCT & CONTROL MR-604T (4) TRACK MOUNTED RELAYS 4 FUNCTIONAL DEVICES RIBMU1S TRACK MOUNT RELAY 1A�f I ?A 2 FUNCTIONAL DEVICES RIBXKTF CURRENT SENSING RELAY 2 IR-TES OS-361 OCCUPANCY SENSOR 2 BAP: BANBG2 THERMOSTAT GUARD 2 MOUSER 576-C1550300Z 3 AMP FUSE + HOLDER Page content is subject to Confidentiality Restrictions. D.0 Energy Conservation Measures Page 35 City of National City December 2016 -239- City of National City Energy Audit AMERESCO Green • Clean • Sustainable ECM 8: Interior Lighting Upgrades General Description > ECM Summary Ameresco will retrofit the existing interior light fixtures with new LED technology at selected sites as listed below. The new LED lamps and retrofit kits will reduce the energy consumption of the interior lighting systems at the City buildings. Also included with this measure is the installation of occupancy sensors at various locations and buildings where they do not currently exist. > Existing Conditions Approximately five years ago the City retrofitted the existing fluorescent lighting in many City buildings with low watt T8 lamps and energy efficient ballasts. Ameresco audited the buildings and catalogued the existing fixture types and counts. The primary lighting type is the 28-watt lamp and low power ballast combination. There are also many compact fluorescent fixtures that provide spot and task lighting. The only building with any significant T12 lighting is the Public Works building which was not part of the energy program five years ago. The lighting controls consist of light switches and occupancy sensors. Also, the Public Library has a Wattstopper lighting control system that provides scheduled operation of the lights. Recommended Modifications Ameresco will replace the existing interior lighting with new LED technology at selected sites as listed below. The troffers will be retrofit with a new LED troffer kit. The existing strip fixtures will be retrofit with new LED strip fixtures. LED LED Ship 1'xl:rrt The compact fluorescent fixtures will be retrofit with a new LED screw in or a new LED retrofit kit. The existing wrap fixtures will be retrofit with an LED board and driver kit. The interior fixtures at Public Works will be retrofit with new line voltage self -ballasted LED lamps. All of the new interior lighting retrofits will comply with the 2016 California Energy Code requirements for lighting controls. Page content is subject to Cr,=.oe- c e _ - City of National City December 2016 -240- City of National City Energy Audit AMERESCO Green . Clean • Sustainable Detailed Project Scope The scope of work includes the retrofit of a variety of fixture types. Retrofit kits, lamps, and fixtures will be installed at the following City buildings: Public Library Kimball Senior Center MLK Community Center Casa de Salud Fire Station 31 Public Works Fire Station 34 New occupancy sensors will be installed to turn off the lights when the rooms are unoccupied in the following buildings: Public Library Kimball Senior Center MLK Community Center Casa de Salud Fire Station 31 « Public Works Fire Station 34 The primary room types where the sensors will be installed are office, storage, conference, and hallways. Refer to the detailed lighting audit in the appendices for complete details regarding the interior lighting retrofits and controls upgrades. Detailed Project Scope The following is included in the interior lighting upgrades scope of work: Survey the existing interior lighting fixtures for pre-existing damage to the fixture housing or wiring. Report any damage to CNC for correction. Retrofit existing standard T8 lighting fixtures with new energy efficient LED retrofit kits and LED direct wire lamps. Install new wall -mounted or ceiling -mounted occupancy sensorsto control the lights. Clean all inside surfaces of the light fixtures. Any surface painting or ceiling tile repair/replacement that may be required because of the removal of old fixtures shall be the responsibility of Ameresco. Cleanup work area and dispose of any construction debris in Ameresco-supplied waste bins and remove from site. Page ce,,;en• Restrictions. D.0 Energy Conservation Measures Page 37 City of Notional City December 2016 -241- City of National City Energy Audit > Exclusions AMERESCO Green . Clean • Sustainable Asbestos or lead sampling, testing or removal. • Repair of existing damaged or faulty electrical equipment and wiring. • Electrical distribution system upgrades required to meet current electrical codes. Stamped and signed engineering plans and specifications Ameresco has included lamp and ballast recycling and disposal in the project scope of work. Recycling certificates will be provided to CNC for all recycled material. Any PCB ballasts will be disposed of using the appropriate containers and hazardous material handling procedures. Energy Savings Ameresco performed detailed lighting calculations to determine the energy savings associated with the project. The energy savings will result from the operation of more efficient fixtures. Direct electricity savings are associated with the reduced lamp wattages. Indirect savings are associated with a reduced cooling load. Table D.8.1 summarizes the energy savings associated with this project. Table. D.8.1. Energy Savings Associated with ECM 8 Building MLK Community Center kWh savings 21,116 Casa de Salud 1,873 Public Works 6,625 Public Library 83,801 Fire Station 31 2,660 Fire station 34 28,326 Kimball Senior Center 6,260 s r: sr > Energy Detailed calculations for energy and cost savings for ECM-8 are provided in the appendices. Existing energy usage for lighting is calculated from the number of existing light fixtures at the buildings and their rated wattages. Existing operating hours of the fixtures are determined from run hour logger data and interview data obtained during the energy audit. The logger data was obtained by installing light loggers at various locations throughout the buildings. The run hours used in the lighting audit are shown below. Table. D.8.2. Lighting Run Hours Areas Total Casa de Salud Interior City Hall RR City Hall RR w/ existing sensor City Hall - Exterior 754 4,004 3,203 5,096 Page content is subject to Confidentiality Restrictions. D.0 Energy Consen,c0on Measures Page 38 City of National City December 2016 -242- City of National City Energy Audit Areas Classroom - Learning Center Total 1,820 Classroom - Learning Center w/ existing sensor 1,456 Conference Room 2,084 Conference Room w/ existing sensor 1,667 Exit Sign 24/7 8,760 Exterior - All Night 4,380 Exterior - Partial Night 1,092 Fire Station 8,760 Fire Station - Classroom w/ existing sensor 2,912 Fire Station - Laundry 3,504 Fire Station - Museum 2,912 Fire Station - Ofc enclosed 3,640 Fire Station - Ofc enclosed w/ existing sensor 2,912 Fire Station - Restroom 4,004 Fire Station - Restroom w/ existing sensor 3,203 Fire Station - Shop Machine Rm 1,040 Fire Station Bed w/existing sensor 1,165 Fire Station w/ existing sensor 7,008 Hallway 3,744 Hallway w/ existing sensor 2,995 Kitchen/Dining 975 Kitchen/Dining w/ existing sensor 936 Library 2,398 Library w/ existing sensor 1,918 Lobby w/ existing sensor 3,203 Locker Room 3,432 Locker Room w/ existing sensor 2,746 Lounge/Break Room 2,077 Lounge/Break Room w/ existing sensor 1,662 Mech/Elec Rm 1,564 Mech/Elec Rm w/ existing sensor 1,251 Office Enclosed 1,750 Office Enclosed EL Toyon 630 Office Enclosed w/ existing sensor 1,400 Open Office 4,368 Open Office w/ existing sensor 3,494 Restroom 3,640 AMERESCO Green • Clean • Sustainable Page content is subject to Confidentiality Rectr chon, D.0 Energy Conservation Measures Page 39 City of Notional City December 2016 -243- City of National City Energy Audit AMERESCO Green • Clean • Sustainable Areas Restroom w/ existing sensor Total 2,912 Stairwell 8,760 Stairwell w/ existing sensor 7,008 Storage 1,228 Storage w/ existing sensor 982 Energy savings for the retrofits are determined by comparing the baseline existing kW and kWh with the proposed kW and kWh. kW Savings = existing kW — proposed kW kWh Savings = existing kWh — proposed kWh Energy savings for the occupancy sensors are determined by reducing the run hours of the proposed lamps and ballasts. kWh Savings = proposed kW x (existing hours — proposed hours) Total cost savings from lighting retrofit is then calculated by distributing the annual energy savings into the different TOU periods and multiplying by the appropriate TOU rate. References Electric bills Field notes, survey data, logger data Lighting Manufacturer Catalogs Assumptions Assumptions made in the development of this proposal include: The savings for the measure are based on logged run hours and manufacturer data for wattages. All work surfaces are free of asbestos and other hazardous materials. CNC is responsible for any hazardous material abatement. • The cost of the project does not include any repair or upgrades of existing electrical distribution systems that are not up to current codes. Utility Interruptions Electricity interruption will be isolated to the area of work and its duration minimized through carefully planned installation phasing. Installation schedules will be coordinated with site personnel to minimize the impact on building occupants. Confidentiality Restrictions. 0.0 Energy Conservation Measures Page 40 City ofAlaimo; City December 2016 -244- City of National City Energy Audit Other AMERESCO Green . Clean • Sustainable > Equipment Service Life The equipment service life for the major components includes: LED Retrofit Kits — 60,000 hours LED Direct Wire Self Ballasted Lamps — 50.000 hours Occupancy Sensors — 15 Years > Warranty Ameresco provides an initial 1-year warranty for materials and labor for the retrofit. LED retrofit kits are provided with a limited manufacturer's 5-year warranty. LED self -ballasted lamps are provided with a limited manufacturer's 10-year warranty. Occupancy sensors are provided with a limited manufacturer's 5-year warranty. Page content is subject to Confidentiality Restrictions. 120 Energy Conservation Measures Page 41 City of National City December 2016 -245- City of National City Energy Audit AMERESCO Green • Clean • Sustainable ECM 9: Exterior Lighting Upgrades General Description > ECM Summary The intent of this retrofit is to replace the existing exterior lighting with new LED technology. The exterior lighting included in the project is defined as the exterior building lighting, parking lot lighting, and walkway lighting throughout the various CNC facilities. Ameresco recommends this solution to establish an energy efficient and long lasting solution for exterior lighting. > Existing Conditions The existing site lighting fixtures include high-pressure sodium, metal halide, and compact fluorescent technology. The fixtures include cobra heads, wallpacks, shoeboxes, flood, and canopy type fixtures. Recommended Modifications Ameresco will replace the existing exterior lighting with new LED technology. The recommended solution will help standardize the use of LEDs for all exterior lighting at CNC. This measure includes the replacement of the existing technology with LED for fixtures listed in the detailed lighting audit. LED wall pack fixture LED parking lot fixture LED flood light replacement The retrofit of the existing fixtures will improve the night time visibility and energy usage at the various CNC sites. ^<._ ; Canservctior, fdeo res City of Notional City December 2016 -246- City of National City Energy Audit AMERESCO Green • Clean • Sustainable Detailed Project Scope The scope of work includes the replacement of exterior lighting at the following locations: Civic Center Arts Center MLK Community Center Kimball Senior Center Fire Station 31 Casa de Salud Fire Station 34 Public Works Las Palmas Park This measure will include the installation of the fixtures, lamps, wiring, and kits needed for a complete project. A complete list of the exterior lighting project fixtures is provided in the appendices. The project scope of work includes: Surveying the existing lighting fixtures for pre-existing damage to the fixture housing or wiring. Reporting any damage to CNC for correction. Replacing or retrofitting the light fixtures with LED kits or fixtures. Cleaning all inside surfaces of the light fixtures. Cleaning up work area and disposing of any construction debris in Ameresco-supplied waste bins and remove from site. Complying with applicable local, state, and/or federal codes. Exclusions Sampling, testing or removing asbestos or lead Repairing existing damaged or faulty electrical equipment and wiring Upgrading electrical distribution system required to meet current electrical codes Replacing any lenses Replacing broken or damaged light poles or supports Replacing sports / ball field lighting at Las Palmas Park Stamping and signing engineering plans and specifications beet to Confidentiality Restrictions. D.0 Energy Conservation Measures Page 43 City of Notional City December 2016 -247- City of National City Energy Audit AMERESCO Green . Clean . Sustainable Energy Savings Ameresco performed detailed lighting calculations to determine the energy savings associated with the project. The energy savings will result from the operation of more efficient fixtures. Direct electric savings are associated with the reduced fixture and lamp wattages. Table D.9.1 summarizes the energy savings associated with this project. Table. D.9.1. Energy Savings Associated with ECM 9 Building MLK Community Center kWh savings 4,980 Casa de Salud 497 Civic Center 43,176 Arts Center 3,952 Public Works 2,067 Las Palmas Park 18,414 Fire Station 31 336 Fire station 34 13,775 Kimball Senior Center 183 > Energy Detailed calculations for energy and cost savings for ECM-9 are provided in the appendices. Energy savings for the retrofits are determined by comparing the baseline existing kW and kWh with the proposed kW and kWh. Total cost savings from lighting retrofit is then calculated by inserting the annual energy savings into the appropriate TOU periods. kWh Savings = (existing kW — proposed kW) x annual hours Existing energy usage for lighting is calculated from the number of existing light fixtures and their rated wattages. Existing operating hours of the fixtures are based on photocell controls or scheduled hours. The following table summarizes the hours used in the exterior lighting savings calculations. Table. D.9.2. Lighting Run Hours Areas MLK Community Center Total 4,380 Casa de Salud 1,092 Civic Center 5,096 Arts Center 1,092 Public Works 4,380 Las Palmas Park 4,380 Fire Station 31 1,092 Fire station 34 1,092 Kimball Senior Center 1,092 Page content is subject to Confidentiaoty w.e es City of Notional City December 2016 -248- City of National City Energy Audit References Electric bills Field notes, survey data Lighting Manufacturer Catalogs Assumptions Assumptions made in the development of this proposal include: AMERESCO Green . Clean • Sustainable The savings for the measure are based on stipulated annual run hours, which vary from 1,092 to 5,096 hours, and manufacturer data for wattages. All work surfaces are free of asbestos and other hazardous materials. CNC is responsible for any hazardous material abatement. The cost of the project does not include any repair or upgrades of existing electrical distribution systems that are not up to current codes. Utility Interruptions Electricity interruption will be isolated to the area of work and its duration minimized through carefully planned installation phasing. Installation schedules will be coordinated with site personnel to minimize the impact on students, faculty, and staff. Other > Equipment Service Life The equipment service life for the major components includes: LED fixtures — 50,000 to 60,000 run hours Warranty Ameresco provides an initial 1-year warranty for materials and labor for the retrofit. LED fixtures are provided with a limited manufacturer's 5-year or 10-year warranty. Page cur -tent a pelt D.O Energy Conservation Measures City of Notional City December 2016 Page 45 -249- City of National City Energy Audit AMERESCO Green . Clean • Sustainable ECM 10: HVAC Equipment Replacements General Description > ECM Summary This measure will replace the existing rooftop package units at five City locations with new energy efficient units. This will reduce the energy costs of the equipment and improve the reliability of the HVAC systems. > Existing Conditions The existing rooftop package units located at the City buildings consist of gas -electric units and heat pumps. The Arts Center and MLK Community Center have both new and old package units. The Police Station, Casa de Salud, and Public Works buildings have old package units. All of the old package units are showing signs of significant wear and have reached the end of their useful life. The following tables list the unit information for the existing HVAC equipment to be replaced at the Police Station, MLK Community Center, Arts Center, Casa de Salud, and Public Works. Table D.10.1. Police Station HVAC Equipment Summary Table Unit Make Model Serial Heating MBH Cooling Tons Installed 1 Trane SXHCC7540 J92G71568 Boiler/Reheat Coils 73 1992 2 Trane SXHCC2040 J92G71569 Boiler/Reheat Coils 21 1992 Table D.10.2.MLK Community Center HVAC Equipment Summary Table Unit 1 Make Carrier Model 50NQ0183 Serial Cooling Tons 1.5 Installed 1993 3 Carrier 50NQ0303 2 1993 4 Carrier 50QJ0126 0493G14019 10 1993 7 Carrier 50PQ016 0493F31257 11.5 1993 9 Carrier 50NQ0303 2 1993 10 Carrier 50NQ0426 3.5 1993 11 Carrier 50NQ0366 3 1993 Table D.10.3. Arts Center HVAC Equipment Summary Table Unit Make 5 9 Goodman Model HDC24-1AB No tag info Serial 5605596 Heating MBH Cooling Tons 2 5 Installed 10-20 years old unknown Table D.10.4. Casa de Salud HVAC Equipment Summary Table Page content is subject to Confidentiality Restrictions. D.0 Energy Conservation Measures Page 46 City of National City December 2016 -250- City of National City Energy Audit Table D.10.5. Public Works HVAC Equipment Summary Table Unit Make 1 2 Rheem Mlel AMERESCO Green • Clean • Sustainable Serial Heating MBH Cooling Tons Installed RKKA-A060JK10X 1X5642ADAAF 100 in / 81 out No tag info 5 3-4 unknown c emended Modifications Ameresco will replace the existing HVAC units with new, energy efficient units of like size and capacity. The Police Station units are the largest units and require some additional work to include removal of the equipment well covers. The MLK Community Center has the most units to be replaced. The following is the general description of the scope of work for each building's HVAC equipment replacement. Police Station The scope of work involves the removal and replacement of two rooftop package variable air volume (VAV) air conditioning units. HVAC Unit #1 The first is a nominal 70-ton capacity unit mounted on structural steel elements. The supply is a vertical discharge under the unit and through the roof; the return is a side inlet with duct that penetrates an exterior wall. The installation of this unit is complicated by architectural features of the building. The demolition of the existing unit will be accomplished by breaking the unit into multiple pieces and removing them one at a time. The installation of the new unit will be completed in two pieces; the condenser section will be installed separate from the fan section. Field connections and refrigerant charging will occur in the field. The actual lift will require the new unit pieces to be lifted in at an angle, and pulled into place as they are lowered onto the roof. Duct work will be removed and reconstructed for the side inlet and outlet conditions as needed to allow for the removal of the existing unit and installation of the new unit. In order to access the opening for this unit, the architectural -structural element will be removed and replaced after the new unit is installed. The unit efficiency will be 10.0 EER. HVAC Unit #2 The second unit is a nominal 20-ton capacity unit, curb -mounted with side inlet and discharge. The unit will be removed and replaced with crane access from National City Boulevard and will require a street shutdown to complete the work. Duct work will be removed and reconstructed for the side inlet and outlet conditions as needed to allow for the removal of the existing unit and installation of the new unit. The new unit efficiency will be 11.0 EER. Page content is subject to Confidentiality Restrictions. D.0 Energy Conservation Measures Page 47 City of National City December 2016 -251- City of National City Energy Audit A MERESCO Green . Clean • Sustainable MIK Community Center The scope of work for the Community Center includes the replacement of seven rooftop heat pump units. One unit is a down discharge, platform mounted unit. The other six units are side discharge. Existing platforms will be re -used for the new HVAC units. Duct work will be reconstructed as required to reconnect new units to existing duct. The new unit efficiencies are as shown in the table below. Table D.10.6. MLK Community Center new equipment efficiency Unit 1 Efficiency 14 SEER 3 16 SEER 4 11.2 EER 7 10.6 EER 9 16 SEER 10 16 SEER 11 16 SEER Arts Center The scope of work for the Arts Center includes the replacement of one rooftop package heat pump unit and one split system heat pump condensing unit. The rooftop package heat pump is a side discharge unit. The equipment platform for the rooftop package heat pump unit will be replaced in order to comply with current code seismic criteria. The split system heat pump condensing unit will be replaced and will re -use the existing support structure. The new unit efficiencies are as shown in the table below. Table 0.10.7. Arts Center new equipment efficiency unit AC-1 HP-1 Efficiency 16 SEER 16 SEER Casa de Salud The scope of work for Casa de Salud includes the replacement of two rooftop package heat pump units. The first unit is a down discharge curb mounted unit. The second unit is a side discharge unit that will be placed on a new equipment platform. The roofing will be repaired around the second unit to accommodate the new equipment platform. Duct reconstruction will be included for the connection of the new unit to existing duct work. The new unit efficiencies are as shown in the table below. Table D.10.8. Casa de Salud new equipment efficiency Unit AC-1 AC-2 Efficiency 16 SEER 16 SEER is subject to Confidentiality Restrictions. D.0 Energy Conservation Measures Page 48 City of National City December 2016 -252- City of National City Energy Audit AMERESCO Green • Clean • Sustainable Public Works The scope of work for the Public Works building includes the replacement of two rooftop package heat pump units. Both units are down discharge, curb mounted units. The existing curbs will be reused and adaptor curbs provided to accommodate the new equipment. The new unit efficiencies are as shown in the table below. Table D.10.9. Public Works new equipment efficiency AC-1 I 17 SEER AC-2 I 17 SEER Detailed Project Scope In order to accomplish the general scope of work outlined previously, the following is included in the HVAC unit replacement scope of work: Provide the City with design drawings for plan check review and approval. Coordinate with the City to schedule the equipment replacement at each building. Inspect roof area and wall area for pre-existing damage to roof or wall construction. Report any damage to CNC for correction. Disconnect existing ductwork, condensate, gas, and electrical for equipment removal. Disconnect HVAC equipment controls. Remove existing architectural structure at the Police Station to accommodate equipment removal. Remove existing rooftop package units. Install new rooftop package units on existing curbing. Install new adapter curbs above existing curbs to allow for duct transitions as needed. Secure new curbs to existing roof curbs. Install new equipment platforms at the Arts Center and Casa de Salud Secure new curbs and platforms to building structure. Re -connect existing architectural structure at the Police Station. Reconnect existing condensate, gas, and electrical to new units. Reconnect existing controls to new units. ff Start up and test the HVAC equipment for proper operation. Cleanup work area and dispose of any construction debris in contractor -supplied waste bins and remove from site. • Provide CNC with as -built drawings and O&M manuals. Page content is subject to Confidentiality Restrictions. V.0 Energy Conservation Meosures Page 49 City Or Notional C it y Decermbei 2ME -253- City of National City Energy Audit > Exclusions: AMERESCO Green • Clean • Sustainable Asbestos or lead sampling, testing or removal. Repair of existing damaged or faulty mechanical, electrical, or controls equipment and wiring not specified above. Mechanical and electrical distribution system upgrades required to meet current electrical codes. Structural building upgrades resulting from defective roof or wall framing and supports. City permit fees Temporary heating and cooling Duct cleaning Energy Savings Ameresco performed building simulations with Trane Trace 700 to determine the energy savings associated with the project. The energy savings will be achieved through increased efficiency ratings on the new units. Table D.10.10 summarizes the energy savings associated with this project. Table. D.10.10. Energy Savings Associated with ECM 10 Building Police Station kWh savings 23,041 MLK Community Center 1,452 Arts Center 3,230 Casa de Salud 651 Public Works 2,544 Total 30,918 > Energy The detailed calculations for energy and cost savings for ECM-10 are provided in the appendices. Energy savings for the retrofits are determined by comparing the baseline existing kW and kWh with the proposed kW and kWh. Total cost savings is then calculated from distributing the energy savings over the different time of use (TOU) periods to develop the final cost savings. kW Savings = existing kW — proposed kW kWh Savings = existing kWh — proposed kWh 0.0 Energy Conservation Measures Page 50 City of National City December 2016 -254- City of National City Energy Audit References • Electric bills Field notes, survey data, logger data Assumptions Assumptions made in the development of this proposal include: AMERESCO Green • Clean • Sustainable The run hours for the HVAC equipment were defined by run-time motor logger data or building operation schedules. The existing equipment efficiencies were based on equipment manufacturer data or as adjusted to calibrate the energy models. The existing room temperatures were based on sample measured room temperatures and setpoints from the IGA walkthrough or as adjusted to calibrate the energy models. The existing building construction input was based on field inspections and as -built drawings. All work surfaces are free of asbestos and other hazardous materials. CNC is responsible for any hazardous material abatement. • The cost of the project does not include any repair or upgrades of existing mechanical, structural, or electrical distribution systems that are not up to current codes. Utility Interruptions Electrical utilities will be shut down and isolated at the HVAC equipment electrical panels so the building electrical systems will remain active. Gas utilities will be shut down at the existing isolation valve if possible. If it is not possible to shut off the gas at the HVAC unit isolation valve, then the natural gas will be shut off at the main service. Temporary heating and cooling has not been included in the project scope of work so interior comfort conditioning could be affected. The replacement of the units will need to be closely coordinated with site personnel to minimize the impact on building occupants. Other > Equipment Service Life The equipment service life for the major components includes: • HVAC Units: 20 years > Warranty Ameresco provides an initial 1-year warranty for materials and labor for the retrofit. Ameresco has also included an extended 5-year manufacturer's material warranty for the package units and split systems. The 5-year warranty does not include the labor to install any defective material. Page content is subject to Confidentiality Restrictions. D.0 Energy Conservation Measures Page 51 City of Nations : Detembe -255- City of National City Energy Audit AMERESCO Green • Clean • Sustainable ECM 11: Domestic Water Conservation General Description > ECM Summary Ameresco will perform a comprehensive plumbing fixture upgrade project at several CNC sites. This upgrade will include replacing the existing standard and low -flow fixtures with new high -efficiency low - flow devices, which include toilets, urinals, and flow restrictors. Water consumption will be significantly reduced as a result of this implementation. > Existing Conditions During the energy audit, Ameresco identified the facilities that have standard and low -flow plumbing fixtures. Many of these fixtures include 1.6 gallon per flush (GPF) tank toilets, 3.5 gallon per flush commercial wall and floor mounted toilets, 1.0 - 1.5 gallon per flush wall -mounted urinals, 2.5 gallon - per -minute (GPM) showerheads, and 2.0 gallon -per -minute faucet aerators. Recommended Modifications Ameresco will standardize the plumbing fixtures across the various city sites with high -efficiency low - flow plumbing fixtures. Modifications include replacing 1.6 GPF tank toilets with 1.0 GPF tank toilets, 3.5 GPF toilets with 1.28 GPF toilets, 1.5 GPF urinals with .125 GPF urinals, 2.5 GPM showerheads with 1.5 GPM showerheads, and installing 0.5 GPM in -line flow restrictors for the faucets. Push button fixtures will be retrofit with ICON 1.6 GPF flow control valves. Detailed Project Scope The scope of work includes installation or retrofit of fixtures in various locations throughout the city of National City. The sites included in this measure and detailed scope of work are listed on the following page. oaRty Restrictions D.0 Energy Conservation Measures Page 52 City of National City December 2016 -256- City of National City Energy Audit Table. D.11.2. Domestic Water Conservation Site List and Counts Building Civic Center Toilets 23 Urinals 5 In -Line 22 Shower 5 ICON Police Station 13 4 40 6 5 Public Library 17 2 13 Fire Station 31 4 2 3 Fire Station 34 18 1 22 7 Casa de Salud Bldg. 6 7 M LK, AC 17 6 18 LP Park 4 4 9 Kimball Park 2 4 4 Kimball Senior Center 1 5 The project scope of work includes: AMERESCO Green • Clean . Sustainable Remove and properly dispose of existing plumbing fixtures. Replace toilets with like -kind. Match existing plumbing fixtures (i.e. tank type toilet replaces tank type toilet, etc.). New toilets shall be 1.28 gallon per flush for valve type and 1.0 gallon per flush for tank type. Replace urinals with like -kind. Match existing plumbing fixtures (i.e. wall mount replaces wall mount type urinals, etc.) New urinals shall be 0.125 gallon per flush for full replacement and 0.5 gallons per flush for diaphragm retrofit kits. Install new in -line flow restrictors for lavatories. Install new standard and hand held showerheads rated for 1.5 gallons per minute. Install new park -rated electronic flow control valves rated for 1.6 gallons per flush. Install new plumbing fixtures and flush valves per manufacturer's instructions. Test the domestic plumbing fixtures for proper operation. Patch, re -tile, grout, caulk and seal, and/or paint existing floor and wall surfaces that have been damaged or disturbed during installation of the new fixtures. Match existing. All work shall be completed in compliance with the applicable local, state, and / or federal codes. Clean up work area and dispose of any construction debris in Subcontractor supplied waste bins, and remove from site. Provide O&M manuals and as -built documentation. Page content is subject to Confident aNt,, Restrictions. 0.0 Energy Conservation Measures Page 53 City of Notional City December 2016 -257- City of National City Energy Audit > Exclusions AMERESCO Green • Clean • Sustainable Asbestos and lead testing and abatement Repair, replacement or modification of pre-existing damaged walls, ceilings, roof or other building construction. Repair, replacement or modification of pre-existing damaged plumbing systems. • Installation beyond the plumbing fixtures listed in the scope of work • Repair of existing domestic water supply or sewer lines • Repair of existing piping or control valves Water Savings Ameresco performed detailed water savings calculations to determine the water savings associated with the project. The water savings result from the installation of new fixtures that use less gallons -per -flush or per -minute. Table D.11.2 summarizes the water savings associated with this project. Table. D.11.2. Water Savings Associated with ECM 11 Building Ha savings Civic Center 427 Police Station 175 Public Library 540 Fire Station 31 70 Fire Station 34 237 Casa de Salud Bldg 21 MLK, AC 505 Las Palmas Park 338 Kimball Park 275 Kimball Senior Center 14 `lotai 2.602 > Water Detailed calculations for water and cost savings for ECM-11 are provided in the appendices. Water savings for the retrofits are determined by comparing the baseline existing HCF with the proposed HCF. Total cost savings from the retrofit is then calculated from the water and the baseline water cost for the buildings. HCF Savings = existing HCF - proposed HCF HCF $ Savings = HCF savings x Water Rate ($/HCF) Existing water usage for the plumbing fixtures is calculated from the number of existing fixtures at the buildings and their published flow rates. Existing number of flushes was estimated based on building occupancy, schedules and water billing data. Refer to the appendix for detailed calculations. Page content is subject to Confident lit Restrictions. D.0 Energy Conservation Measures Page SA City of National City December 2016 -258- City of National City Energy Audit AMERESCO Green . Clean • Sustainable References • Water utility data Field notes and survey data • Plumbing fixture manufacturer catalogs Assumptions Assumptions made in the development of this proposal include: The existing local shutoff valves are able to isolate the restroom fixtures. Thus, building water will not need to be shut off. The existing cold water supply and sewer piping beyond the points of connection are sound and do not require repair or replacement. The wall and floor construction is not deteriorated and will able to support the weight of the new toilets and urinals. The existing fixtures are used according to the uses per day and days per year values shown in the detailed plumbing calculations. • All work surfaces are free of asbestos and other hazardous materials. CNC is responsible for any hazardous material abatement. Utility Interruptions Water interruption will be isolated to the area of work and its duration minimized through carefully planned installation phasing. Plumbing fixture replacement will require restrooms to be closed temporarily until the work is complete. Ameresco will coordinate restroom shut down schedule with the City to reduce impact on occupants. Other > Equipment Service Life The equipment service life for the major components includes: • Plumbing Fixtures: 15 years > Warranty Ameresco provides an initial 1-year warranty for materials and labor for the plumbing retrofits. Ameresco has also included a 3-year standard manufacturer's workmanship and materials warranty for the Zurn fixtures and valves and a 10-year standard manufacturer's workmanship and materials warranty for the Niagara showerheads. The 3- and 10-year warranties do not include the labor to install any defective material. Page content is subject to Confidentiality Restrictions. D.0 Energy Conservation Measures City of Notional City Decembei 2elf Page 55 -259- City of National City Energy Audit ECM 12: Irrigation Controls General Description AMERESCO Green • Clean • Sustainable > ECM Summary Ameresco will implement an irrigation control upgrade project at several CNC sites. This upgrade will include replacing the existing controls with new controls which base watering on local weather conditions and plant material data to determine optimal watering schedules and run times. Water consumption will be reduced as a result of this implementation. > Existing Conditions During the energy audit, Ameresco identified the facilities that would benefit from an irrigation control upgrade. Most of these sites are parks and other turf areas associated with several CNC buildings. They are mostly comprised of irrigation controllers and sprinkler heads controlled by timers with limited schedule programming capabilities. Recommended Modifications Ameresco will install irrigation controllers at the following locations: Table. D.12.1. Irrigation Controls Locations Site Civic Center Police Station Public Library Fire Station 31 Fire Station 34 Casa de Salud MLK, Arts Center Las Palmas Park Kimball Park Page content is subject to Confidentiality Restrictions. D.0 Energy Conservation Measures Page 56 City of Notional City December 2016 -260- City of National City Energy Audit Weather Based Inigation Controller AMERESCO Green • Clean . Sustainable Detailed Project Scope The scope of work includes installation of new irrigation controllers located throughout the city of National City. The project scope of work includes: Inspection of irrigation controllers prior to replacement for quantity confirmation. The existing day, time, month, and year schedules will be recorded for all existing controllers and stations. Replace existing controllers with new Smartline weather based controllers. After replacement, the new controllers will be set to a maximum schedule based on the existing settings and then configured for plant type, soil, sloping, etc. for the new weather based system. Remove and properly dispose of existing controllers. All work shall be completed in compliance with the applicable iocal, state, and / or federal codes. Clean up work area and dispose of any construction debris in Subcontractor supplied waste bins, and remove from site. Provide O&M manuals and as built documentation. Exclusions • Asbestos and lead testing and abatement Repair, replacement or modification of pre-existing damaged landscaping or turf. • Repair, replacement or modification of pre-existing damaged plumbing systems. Page content's ;obect to Confidentiality Restrictions. D.0 Energy Conservation Measures Page 57 City of Notional City December 2016 -261- City of National City Energy Audit AMERESCO Green • Clean • Sustainable Water Savings The water savings associated with this measure will result from the more efficient operation of the irrigation system. Table D.12.2 summarizes the water savings associated with this project. Table. D.12.2. Water Savings Associated with ECM 12 Building Civic Center HCF savings 62 Police Station 16 Public Library 72 Fire Station 31 15 MLK, AC 262 Las Palmas Park 727 Kimball Park 838 > Water Detailed calculations for water and cost savings for ECM-12 are provided in the appendices. Water savings for the new irrigation control system are determined by comparing the baseline existing HCF with the proposed HCF. Total cost savings from the retrofit is then calculated from the water and the baseline water cost for the buildings. HCF Savings = existing HCF - proposed HCF HCF $ Savings = HCF savings x Water Rate ($/HCF) Water usage for the existing and proposed systems are estimated by the number of controllers, water billing data, turf and plant types, and local weather data. All values are stipulated. References • Water utility data Field notes and survey data Manufacturer Catalogs Assumptions Assumptions made in the development of this proposal include: The savings for the measure are based number of controllers, water billing data, turf and plant types, and local weather data. • The cost of the project does not include any repair or upgrades of existing plumbing systems that are not up to current codes. Utility Interruptions There are no domestic water interruptions anticipated for this measure. Page content is subject to Confidentiality Restrictions. D.0 Energy Conservation Measures Page 58 City of Notional City December 2016 -262- City of National City Energy Audit Other AMERESCO Green . Clean • Sustainable > Equipment Service Life The equipment service life for the major components includes: • Irrigation controllers: 15 years > Warranty Ameresco provides an initial 1-year warranty for materials and labor for the retrofit. The irrigation controllers include a 2-year standard manufacturer's workmanship and materials warranty. The 2-year warranty does not include the labor to install any defective material. Page content is subject to Confidentiality Restrictions. D.0 Energy Conservation Measures Page 59 City of National City December 2016 -263- CITY OF NATIONAL CITY ENERGY AUDIT E.0 Project Costing AMERESCO Green • Clean • Sustainable Page content Is subject to Coofidentiahty Restnctions City of Notional City, California December 2016 E.0 Project Costing -264- City of National City Energy Audit E.0 Project Costing AMERESCO Green • Clean • Sustainable Ameresco developed the project cost for the National City energy and water conservation project using an RFP bid process for the selected measures shown in Section D. Ameresco requested that the contractors involved in the work, survey the sites and provide firm, fixed pricing based on the defined scope of work. After receiving the bids, Ameresco corresponded with the contractors to clarify the bids and ensure equal comparisons. Ameresco received multiple bids for the HVAC replacements, lighting upgrades, and water conservation measures, but only one bid for the HVAC Controls and Solar PV measures. There is only one bid for the HVAC Controls measure because R&R Controls is the sole distributer/installer for Honeywell controls in San Diego County. The only other company that could possibly complete the HVAC controls work is Honeywell itself, but in light of the issues the City has had with Honeywell for the service work and construction projects, Ameresco did not invite Honeywell to submit a bid. Staff at Ameresco has worked w/R&R Controls for more than twenty years and have always been 100% pleased with their work. For the solar PV measure, Ameresco invited Aztec Solar, M BAR C Construction, and Ameco Solar to bid. Due to the small size of the overall project (under 300kW) and with the multiple small systems installed at six different locations, Aztec Solar was the only responsive bidder for the solar PV work. The contractors that were selected for bidding are contractors that are familiar with the type of measures and work expectations for energy & water savings guaranteed energy and water conservation projects. The two HVAC equipment bidders are both located in San Diego County. West Coast Air Conditioning is located in El Cajon, CA and Comfort Mechanical is located in Santee, CA. Both companies will use local labor for the installation work. R&R Controls is also located in San Diego, CA and will use local labor for the installation work. The lighting contractors are both national level lighting contractors that Ameresco has worked with on many projects and both have an excellent track record for quality of work and responsiveness. ECO Engineering's main headquarters are located in Cincinnati, OH. Their local office is located in Los Angeles. The primary installation crew and project manager will be from the Los Angeles office. However, ECO Engineering will make every effort to supplement their primary crew with local electrical labor from the San Diego area once construction is closer to implementation. Retro-tech Systems' main headquarters are located in Valparaiso, IN. Their local office is located in Los Angeles County. The project manager will be from the Orange County. Retro-tech Systems is in partnership with the local San Diego ABC Electrical Apprenticeship program and will utilize local Page content issubjec*. ,.,,crRestrictions. City of National City, California December 2016 ED Project Costing Page 1 -265- City of National City Energy Audit AMERESCO Green • Clean • Sustainable apprentices for the project. Retro-tech Systems will also supplement their primary crew with local journeymen from the San Diego area once construction is closer to implementation. The lighting material will be sourced from local distributors and suppliers. A good portion of the lighting material will be manufactured by Amerilum, which is located in Oceanside, CA. For the water conservation projects, Bottom Line Utility Solutions and RTS Water provided bids for the work. Both contractors provide excellent quality control and a good understanding of the M&V requirements for energy and water conservation projects. Bottom Line Utility Solutions' main headquarters are located in Orange County, CA. The installation crew and project manager work out of this main office. The material will be sourced from Ferguson, which has a local San Diego office. RTS Water is a subdivision of Retro-Tech Systems. The installation crew and project manager work out of the Phoenix, AZ office. The material will be sourced from Imperial Sprinkler and the Ferguson San Diego office. Aztec Solar's main headquarters are located in Rancho Cordova, CA. The installation journeymen and project manager work out of this main office. Aztec Solar will use apprentices from the local electrical union shop based on the required ratio of journeymen -to -apprentices to supplement the installation crew. The solar PV structural and electrical design will be provided by engineers located in San Diego. The solar panels and inverters will be purchased through a supplier located in San Diego County. Based on the responses of the participating contractors, the following tables define the results of the bid process. Table E.1.1 Civic Center HVAC Equipment Upgrades Bid Results Installation Cost HVAC Equipment Replacement West Coast Air Conditioning Comfort Mechanical $891,063 $905,496 Table E.1.2 HVAC Unit Replacement Bid Results Installation Cost Police Station West Coast Air Conditioning $350,010 Comfort Mechanical $377,456 Arts Center $34,918 $42,077 Casa de Salud $39,334 $46,876 MLK Community Center $144,286 $167,236 Public Works $38,524 $44,807 $607,072 $678,452 Page content is subject to Confidential City of National City, California December 2016 E.0 Project Costing Page 2 -266- Table E.1.3 HVAC Controls Bi Installation Cost Civic Center R&R Controls $185,150 Police Station $98,250 Arts Center $13,550 Casa de Salud $5,000 MLK Community Center $14,525 Public Works $5,000 Kimball Senior Center $5,000 Fire Station 31 $5,000 Fire Station 34 $67,920 Public Library $24,600 Material Leave Behind 11,600 $435,595 Table E.1.4 Interior Lighting Bi Installation Cost MLK Community Center ECO Engineering $55,243 Retrotech $59,987 Kimball Senior Center $21,524 $21,363 Casa de Salud $28,502 $28,493 Public Library $211,245 $219,860 Fire Station 34 $82,305 $82,657 Fire Station 31 $6,301 $5,775 Public Works $7,037 $7,675 CALCTP + Emergency Ballasts $26,060 $44,205 $438,217 Table E.1.5 Exterior Lighting Bid $470,015 Installation Cost Civic Center ECO Engineering $15,215 Retrotech $15,301 MLK Community Center $7,102 $7,127 Kimball Senior Center $2,521 $2,822 Casa de Salud $889 $930 Fire Station 34 $30,964 $34,832 Fire Station 31 $2,940 $2,501 Arts Center $11,371 $11,476 Las Palmas Park $23,654 $24,585 Public Works $5,006 $2,560 $99,662 $102,134 AMERESCO Green - Clean • Sustainable Page content is subject to Confidential itti Rest! City of National City, California December 2016 E.0 Project Costing Page 3 -267- City of National City Energy Audit Table E.1.6 Domestic Water Conservation Bid Results AMERESCO Green • Clean • Sustainable Installation Cost Bottom Line ti ity Solutions $15,949 RTS Water $25,209 Civic Center Police Station $20,957 $29,998 MLK Community Center & Arts Center $12,012 $18,902 Kimball Senior Center $487 $1,472 Casa de Salud $3,425 $3,892 Public Library $9,445 $13,013 Fire Station 34 $10,908 $13,252 Fire Station 31 $2,868 $2,415 Las Palmas Park $10,511 $14,041 Kimball Park $5,365 $6,399 Add for hot water side restrictor $973 Add for toilet and urinal tile work $5,950 Add for Bottom Line Utilities audit fee $2,150 $91,927 $137,666 Table E.1.7 Irrigation Controls Bid Results Installation Cost Bottom Line Utility Solutions $2,914 RTS Water $1,081 Civic Center Police Station $2,914 $1,081 MLK Community Center & Arts Center $5,559 $2,234 Public Library $2,914 $1,081 Fire Station 31 $2,645 $978 Las Palmas Park $9,440 $4,124 Kimball Park $21,117 $7,778 $47,503 18,357 Page content is subject to Confidentiality Restrictions. City of National City, California E.0 Project Costing Page 4 December 2016 -268- City of National City Energy Audit Table E.1.8 Solar PV Bid Resul AMERESCO Green . Clean • Sustainable Installation Cost Civic Center Aztec Solar $336,250 Police Station $233,700 MLK Community Center $126,070 Arts Center $125,130 Public Library $328,790 Fire Station 34 $149,250 $1,299,190 The subcontract bid costs described on the previous pages include design, material, installation labor, start-up & testing, and as-builts. Ameresco considers these costs as direct costs. The indirect cost categories associated with the project include: • Project Development • Legal Review • Project Management & On -Site Construction Management • Engineering Oversight • Contract and Project Administration • Measurement & Verification • Commissioning • Training • Project Warranty Administration • Insurance; Performance and Payment Bonds Page content is subject to Confidentiality Restrictions. City of National City, California December 2016 E.0 Project Costing Page 5 -269- City of National City Energy Audit AMERESCO Green • Clean • Sustainable The table below summarizes the total project cost for the energy conservation program selected by National City. • tam $3,910,227 Direct Costs Project Development -- includes Energy Audit and Energy Conservation Program development, site surveys, utility analysis, energy modeling, and customer meetings $70,639 Legal Review $39,126 Project Management & Onsite Construction Management $322,520 Engineering Oversight during construction, rebate administration, submittal and as -built review, completion of applications, site inspections $88,407 Insurance, Contract and Project Administration - includes certified payroll, DIR $58,688 Measurement & Verification during construction -- includes wattage readings, trending, savings analysis $62,687 Commissioning $19,563 Training $26,084 Project Warranty Administration $55,230 Performance and Payment Bond $85,400 Subtotal $4,738,570 Overhead (11%) $430,125 Profit (6%) $234,614 Installation Cost $5,403,308 Page content is subject to Confidentiality Restrictions. City of National City, California E.0 Project Costing Page 6 December 2016 -270- CITY OF NATIONAL CITY ENERGY AUDIT F.0 Measurement & Verification AMERESCO Green . Clean . Sustainable Page content is subject to Confidentiality Restrictions. City of National City, California December 2016 F.0 Meosurement & Verification -271- CITY OF NATIONAL CITY ENERGY AUDIT F.0 Measurement & Verification Plan AMERESCO Green • Clean • Sustainable The long-term success of any comprehensive energy efficiency program depends on the development of an accurate, successful M&V plan. The main objective is to develop a cost- effective plan that quantifies and verifies the performance results of the ECMs. Ameresco subscribes to using industry standard M&V protocols that have been developed in response to the need for reliable and consistent measurement practices. The International Performance Measurement and Verification Protocol (IPMVP)1 is used for the development of M&V procedures for this project. The IPMVP also helps to allocate various risks associated with achieving energy cost savings and allowing risk reduction and better risk management. The M&V options description, provided herein, was developed by summarizing the IPMVP and contains excerpts taken from that document. The benefits of the IPMVP are as follows: Defining the role of verification in energy contracts and implementation. Discussing procedures, with varying levels of accuracy and cost, for verifying: - Baseline and project installation conditions. - Long-term energy savings performance. Providing techniques for calculating "whole -facility" savings, individual technology savings, and stipulated savings. Providing procedures that are consistent, industry accepted, impartial, and reliable. Providing procedures for the investigation and resolution of disagreements related to performance issues. The general approach to determining energy savings in the M&V plans involves comparing the energy use of the retrofitted system before installation of the ECM (baseline) and after installation of the ECM (post -retrofit). In general: Energy Savings = Baseline Energy Use — Post Retrofit Energy Use. The IPMVP protocols have defined four M&V options (Options A through D) that meet the needs of a wide range of performance contracts and provide suggested procedures for baseline development and post -retrofit verification. These M&V options are flexible and reflect the considerations previously mentioned. These options are summarized below in Table F.0.1. ' Efficiency Valuation Organization, International Performance Measurement and Verification Protocol. September 2010. Page content is subject to Confidentiality Restrictions. City of National City, California December2016 F.0 Measurement & Verification Page 1 -272- CITY OF NATIONAL CITY ENERGY AUDIT Table F.0.1 M&V Options Option A: Partially Measured Retrofit Isolation AMERESCO Green . Clean . Sustainable Savings are determined by partial field measurement of the energy use of the system(s) to which an ECM was applied, separate from the energy use of the rest of the facility. Measurements may be either short-term or continuous. Measurements are of the key parameters. Partial measurement means that some but not all parameter(s) may be stipulated, if the total impact of possible stipulation error(s) is not significant to the resultant savings. Careful review of ECM design and installation will ensure that stipulated values fairly represent the probable actual value. Stipulations should be shown in the M&V Plan along with analysis of the significance of the error they may introduce. Engineering calculations using short term or continuous post -retrofit measurements and stipulations. Lighting retrofit where power draw is measured periodically. Operating hours of the lights are assumed to be one half hour per day longer than store open hours. Page content is subject to Conf,dentiaity Restrictions. City of Notional City, California December2016 F.0 Measurement & Verification Page 2 -273- Green • Clean • Sustainable Option B: Retrofit Isolation Savings are determined by field measurement of the energy use of the systems to which the ECM was applied, separate from the energy use of the rest of the facility. Short-term or continuous measurements are taken throughout the post -retrofit period. Measurements are for all parameters. Engineering calculations using short term or continuous measurements Application of controls to vary the load on a constant speed pump using a variable speed drive. Electricity use is measured by a kWh meter installed on the electrical supply to the pump motor. In the base year this meter is in place for a week to verify constant loading. The meter is in place throughout the post -retrofit period to track variations in energy use. Option C: Whole Facility (Bill Comparison) Savings are determined by measuring energy use at the whole facility level. Short- term or continuous measurements are taken throughout the post -retrofit period. Analysis of whole facility utility meter or sub -meter data using techniques from simple comparison to regression analysis. Multifaceted energy management program affecting many systems in a building. Energy use is measured by the gas and electric utility meters for a twelve month base year period and throughout the post -retrofit period. Option D: Calibrated Simulation (Calibrated Building Modeling) Savings are determined through simulation of the energy use of components or the whole facility. Simulation routines must be demonstrated to adequately model actual energy performance measured in the facility. This option usually requires considerable skill in calibrated simulation. Energy use simulation, calibrated with hourly or monthly utility billing data and/or end- use metering. Multifaceted energy management program affecting many systems in a building but where no base year data are available. Post - retrofit period energy use is measured by the gas and electric utility meters. Base year energy use is determined by simulation using a model calibrated by the post -retrofit period utility data. Page content is subject to Confide -ma! ty Restrlct�ons. City of National City, California December 2016 F.0 Measurement & Verification Page 3 -274- CITY OF NATIONAL CITY ENERGY AUDIT AMERESCO Green • Clean • Sustainable Table F.0.2 Measurement and Verification Summary Matrix on the following pages shows a summary of the proposed M&V plans for the project. M&V reports will be prepared annually. All energy savings are stipulated in any years when M&V services are not purchased by National City. Page content is subject to Confidential Res City of Notional City, California December 2016 F.0 Measurement & Verification Page 4 -275- CITY OF NATIONAL CITY ENERGY AUDIT Table F.0.2 Measurement and Verification Summary Matrix ECM Civic Center HVAC & Controls Upgrades Solar PV IPMVP Option Minimum Baseline M&V Requirements N/A Projected Savings Document current occupied and unoccupied space temperature setpoints. Document current equipment operating schedules. Stipulate equipment operating efficiencies NA Minimum Post Retrofit M&V Requirements Post -retrofit EMS trending/sampling of occupied and unoccupied space temperatures and space temperature setpoints. Post retrofit EMS trending/sampling of HVAC equipment operating schedules. NA AMERESCO Green • Clean • Sustainable Measurement and Metering Measurement of space temperatures during occupied and unoccupied periods will be sampled/trended for a 2-week period in select zones using data loggers or the EMS. Solar PV System meter data will be used to determine solar power energy generation. Stipulated Variables Baseline load profile and energy efficiency of the existing HVAC equipment. Post retrofit load profile and energy efficiency of the HVAC equipment. If not available from SDG&E, the distribution of the kWh generation per TOU period will be based on the TOU breakouts included in the Energy Audit. The energy cost values will be based on the January 2016 & July 2016 SDG&E T&D and commodity rate schedules and escalated at 3.5% per year. Minimum Performance Period M&V Requirements & Guarantee Annual inspection of the new air handling units and pumps operating schedules and space temperature setpoints. Guarantee: Savings not guaranteed. Ameresco to advise if operating schedules or setpoints have changed and may affect projected savings. The systems will be inspected annually for potential power reduction issues such as dust build up and shading. Guarantee: Ameresco will inform the City of any potential issues related to the power loss potential. If panels fail to generate estimated power (kwh), Ameresco shall compensate the City for the difference calculated based on stipulated rates. Page content is subject to Confidentiality Restrictions. City of National City, California December 2016 F.0 Measurement & Verification Page 5 CITY OF NATIONAL CITY ENERGY AUDIT Table F.0.2 Measurement and Verification Summary Matrix AMERESCO Green . Clean . Sustainable ECM HVAC Controls IPMVP Option N/A Projected Savings Minimum Baseline M&V Requirements Document current occupied and unoccupied space temperature setpoints. Document current equipment operating schedules. Stipulate the existing equipment efficiencies. Minimum Post Retrofit M&V Requirements Post -retrofit EMS trending/sampling of occupied and unoccupied space temperature setpoints. Post retrofit EMS trending of the equipment operating schedules. Measurement and Metering Measurement of space temperatures during occupied and unoccupied periods will be sampled/trended for a 2-week period in select zones using data loggers or the EMS. Stipulated Variables Baseline load profile and energy efficiency of the existing HVAC units. Post retrofit load profile and energy efficiency of the new HVAC equipment. Minimum Performance Period M&V Requirements & Guarantee Annual inspection of EMS settings for operating schedules and space temperature setpoints. Guarantee: Savings not guaranteed. Ameresco to advise if operating schedules or setpoints have changed and may affect projected savings. Page content is subject to Confidentiality Restrictions. City of National City, California December 2016 F,0 Measurement & Verification Page 6 Table F.0.2 Measurement and Verification Summary Matrix ECM IPMVP Option Minimum Baseline M&V Requirements Minimum Post Retrofit M&V Requirements AMERESCO Green • Clean • Sustainable Measurement and Metering Stipulated Variables Minimum Performance Period M&V Requirements & Guarantee Interior Lighting Upgrades A Fixture wattages will be determined from measurements taken from a sample of fixtures. Operating hours will be based on discussions with facility personnel and sample short-term metering. Input power for a statistically significant sample of each lamp/ballast combination of retrofitted fixtures will be measured after retrofit installation. Operating hours from the Energy Audit will be used to calculate energy savings during the performance period. Baseline fixture wattages will be measured prior to retrofit. Post -retrofit wattages will be measured after retrofit installation. If measured values fall within 10 percent of the expected values, the retrofit will be deemed to be operating as expected. Baseline and post - installation power draw will be stipulated for the term of the performance period after the power draw has passed the +/-10 percent measurement check. Operating hours of each usage group are stipulated as shown in the IGA. Ameresco will annually inspect a sample of fixtures and control devices to verify the fixtures and control devices are installed as proposed in the energy audit. Guarantee: One time measurement post - construction. If measured retrofit wattage values exceed expected values by more than 10%, Ameresco shall compensate the City as defined by Section 6 of the agreement, or replace additional fixtures at no cost to achieve projected savings. During the performance period, Ameresco will inform the City of observed changes to fixtures or control devices that could impact savings. Page content is subject to Confidentiality Restrictions. City of National City, California December 2016 F.0 Measurement & Verification Page 7 CITY OF NATIONAL CITY ENERGY AUDIT Table F.0.2 Measurement and Verification Summary Matrix AMERESCO Green • Clean • Sustainable ECM Exterior Lighting Upgrades IPMVP Option Minimum Baseline M&V Requirements A Fixture wattages will be determined from measurements taken from a sample of fixtures. Operating hours will be based on discussions with facility personnel and / or dusk to dawn photocell control. Minimum Post Retrofit M&V Requirements Input power for a statistically significant sample of retrofitted fixtures will be measured after retrofit installation. Measurement and Metering Operating hours from the Energy Audit will be used to calculate energy savings during the performance period. Baseline fixture wattages will be measured prior to retrofit. Post -retrofit wattages will be measured after retrofit installation. If measured values fall within 10 percent of the expected values, the retrofit will be deemed to be operating as expected. Stipulated Variables Baseline and post - installation power draw will be stipulated for the term of the performance period after the power draw has passed the +/-10 percent measurement check. Operating hours of each usage group are stipulated as shown in the IGA. Minimum Performance Period M&V Requirements & Guarantee Ameresco will annually inspect a sample of fixtures to verify the fixtures are installed as proposed in the energy audit. Guarantee: One time measurement post - construction. If measured retrofit wattage values exceed expected values by more than 10%, Ameresco shall compensate the City as defined by Section 6 of the agreement, or replace additional fixtures at no cost to achieve projected savings. During the performance period, Ameresco will inform the City of observed changes to fixtures or control devices that could impact savings. City of National City, California December 2016 Page content is subject to Confidentiality Restrictions. F.0 Measurement & Verification Page 8 CITY OF NATIONAL CITY ENERGY AUDIT Table F.0.2 Measurement and Verification Summary Matrix ECM HVAC Equipment Replacements IPMVP Option N/A Projected Savings Minimum Baseline M&V Requirements Short-term performance testing of existing unit efficiency via measurement of total power consumption and cooling capacity. AMERESCO Green • Clean • Sustainable Minimum Post Retrofit M&V Requirements Short-term performance testing of new unit efficiency via measurement of total power consumption and cooling capacity, at new operating parameters. Measurement and Metering Annual verification of equipment operating set points and schedules. Stipulated Variables Building load profiles. Minimum Performance Period M&V Requirements & Guarantee Annual inspection of units to ensure proper operation. Observe unit overall condition to determine potential efficiency loss impacts. Guarantee: Savings not guaranteed. Ameresco to advise if operating schedules or setpoints have changed and may affect projected savings. Paae content is subject to Confidentiality Restrictions. City of National City, California necember 2016 F.0 Measurement & Verification Page 9 CITY OF NATIONAL CITY ENERGY AUDIT Table F.0.2 Measurement and Verification Summary Matrix ECM Domestic Water Conservation IPMVP Option A Minimum Baseline M&V Requirements Measurement of baseline gallons per use for select existing water fixtures. A statistically significant number of fixtures will be measured. Minimum Post Retrofit M&V Requirements Measurement of post - retrofit gallons per use for select new water fixtures. A statistically significant number of fixtures will be measured. AMERESCO Green • Clean • Sustainable Measurement and Metering One-time metering of baseline and post -retrofit gallons per use. Stipulated Variables Baseline and post - retrofit usage per day is stipulated based on water system usage utility reconciliation. Minimum Performance Period M&V Requirements & Guarantee Annual inspection of the new fixtures. Report any damage to the City based on overall observations. Guarantee: One time measurement post - construction. If measured retrofit GPF values exceed expected values by more than 10%, Ameresco shall compensate the City as defined by Section 6 of the agreement, or replace additional fixtures at no cost to achieve projected savings. During the performance period, Ameresco will inform the City of observed changes to fixtures that could impact savings. City of National City, California December 2016 Page content is subject to Confidentiality Restrictions. F.0 Measurement & Verification Page 10 CITY OF NATIONAL CITY ENERGY AUDIT AMERESCO Green • Clean • Sustainable Table F.0.2 Measurement and Verification Summary Matrix ECM Irrigation Controls IPMVP Option Minimum Baseline M&V Requirements N/A Stipulated Baseline water usage assuming specific annual water usage per station using the existing quantity of controllers and stations. Minimum Post Retrofit M&V Requirements Commissioning of new irrigation controllers and weather based controls with specific plant, soil, and slope values based on actual site conditions. Measurement and Stipulated Variables Minimum Performance Period M&V Requirements & Guarantee Metering N/A Annual water consumption per control station, water savings per controller. N/A Guarantee: Savings not guaranteed. Page content is subject to Confidentiality Restrictions. City of National City, California December 2016 F.0 Measurement & Verification Page 11 CITY OF NATIONAL CITY ENERGY AUDIT AMERESCO Green • Clean • Sustainable The following table summarizes the distribution of the calculated energy and water savings by measure. Table F.0.3. National Ci 1 Civic Center Upgrades kWh Savings 35,276 HCF Savings 4 Solar PV 392,523 6 HVAC Controls 54,333 8 Interior Lighting 150,661 9 Exterior Lighting 87,380 10 HVAC Replacement 30,918 11 Plumbing Fixtures 2,602 12 Irrigation Controls 1,992 4,59. The numbers included in the table below have been incorporated in the project cash flow and define the guaranteed energy and water savings for the performance period. Table F.0.4. National City Guaranteed Sayings Distribute ECM 1 Description Civic Center Upgrades .+uy ivica�uie kWh Savings 31,748 $ Savings HCF Savings $9,493 4 Solar PV 353,271 $82,993 6 HVAC Controls 48,900 $10,251 8 Interior Lighting 135,595 $29,288 9 Exterior Lighting 78,642 $10,293 10 HVAC Replacement 27,826 $6,639 11 Plumbing Fixtures 2,342 $15,307 12 Irrigation Controls 1,793 $11,646 5,982 4.1 Page content is subject to Confidentiality Restrictions. City of National City, California December 2016 F.0 Measurement & Verification Page 12 -283- CITY OF NATIONAL CITY ENERGY AUDIT AMERESCO Green • Clean • Sustainable Savings Methodology ECM 1: Civic Center HVAC & Controls Upgrades Measurement and Verification Overview An energy model based on information obtained during the Energy Audit was used to determine project savings. Energy Savings Calculation Methodology As part of the analysis of this measure, Ameresco developed an energy model of the existing heating and cooling system operation using a calibrated Trane Trace 700 building model. The model is based on the building load profile, motor logger data for equipment run hours, HVAC equipment data from as -built drawings and field observations, and room temperature data from the facility audit walkthrough. The energy model includes equipment data and system efficiencies based on existing conditions. Parameters in the existing model were then changed to reflect the new equipment efficiencies and operating parameters. The difference in the equipment's energy consumption between the two alternatives defines the energy savings for the duration of the performance period. The energy savings associated with this measure are based on the following temperature set points and equipment operating schedules. Maintaining the parameters below will be key to maintaining the energy savings calculated by Ameresco. • Proposed Occupied Cooling Set Point: 74F • Proposed Occupied Heating Set Point: 68F • Office Area Equipment Run Hours: Monday — Thursday from 6:00 am — 10:00 pm • Council Chambers Equipment Run Hours: Tuesday from 6:00 pm — 9:00 pm To achieve the savings identified by Ameresco, the equipment will be turned off after hours and will not be turned on again until the next occupied period. The equipment will not setback or setup during the unoccupied period. However, if the City elects to manually turn on equipment after hours as needed, the impact should only be a minor reduction in energy savings. Note: The City can achieve additional energy savings by increasing the cooling setpoint, decreasing the heating setpoint, and reducing the equipment run hours. Page content is subject to Confidentiaity Restrct,nns. City of Notional City, California December 2016 F.0 Measurement & Verification Page 13 -284- AMERESCO Green • Clean • Sustainable Metering Plan During commissioning, Ameresco will measure and record operating parameters including indoor temperature set points, chilled and condenser water set points, motor run hour and power readings, and programmed operation schedules. Ameresco will also establish a trend log in the Honeywell EMS to record the set points and schedules at 15-minute increments. Ameresco will log the set points and schedules over a two -week period to ensure that systems have been configured and are operating correctly. Performance Period Annual Reporting Annual inspections of the HVAC equipment and controls will be conducted to ensure design compliance. The annual inspections will include a status report of the installed equipment. The following are the items to be addressed: • Is the equipment still in use or has the equipment been removed? • Is the equipment showing signs of poor maintenance? • Does the equipment model and serial number match the commissioning report? • Are the equipment run hours the same as when the system was commissioned? • Are the temperature set points the same as when the system was commissioned? The annual report will contain the results of the annual inspection and will include the following items: • Equipment list • Equipment status • Equipment run hours • Equipment temperature set points • Modifications or changes to the listed equipment run hours and set points • Energy and cost savings associated with the retrofits • Trend data to support any deviations from design set points Page content is subject to Confidentiality Restrictions. City of National City, California December 2016 F.0 Measurement & Verification Page 14 -285- CITY OF NATIONAL CITY ENERGY AUDIT ECM 4: Solar PV Generation AMERESCO Green • Clean • Sustainable Measurement and Verification Overview The M&V protocol for this ECM is based on IPMVP Option C. Energy Savings Calculation Methodology Ameresco used the On -Grid solar energy modeling software to determine the total energy generation of the solar power systems for the following sites: Table F.4.1 Solar Power System Summary Location Police Station (PS) type carport kW DC 53 kW AC 45 kWh 69,171 Arts Center (AC) rooftop 26 22 32,547 Civic Center (CC) rooftop 86 74 110,722 Public Library (PL) rooftop 75 64 94,518 Fire Station 34 (FS34) carport 20 17 23,666 MLK Community Center (MLK) rooftop 18 15 22,648 7Th 237 Metering Plan For the duration of the 20-year performance period, metered electric generation will be recorded and compared to the calculated electric generation on an annual basis. Power generation data will be recorded from the solar PV system submeters or the SDG&E utility data. The distribution of the generation over the TOU period will be recorded from the solar power system submeters or from the SDG&E utility data. If no TOU distribution is available for each TOU period, then the TOU distribution in Table F.4.2 will be used for the duration of the performance period. Table F.4.2 Solar Power TOU Distribution Season Summer TOU Period on peak CC 27% PS 27% PL 30% MLK 27% AC 31% FS34 27% Summer semi peak 12% 13% 8% 12% 8% 13% Summer off peak 16% 17% 16% 16% 16% 16% Winter on peak 0% 0% 2% 0% 1% 0% Winter semi peak 30% 30% 30% 30% 29% 31% Winter off peak 14% 14% 13% 14% 14% 13% Page content is subject to Confidentiality Restrictions. City of National City, California December2016 F.0 Measurement & Verification Page 15 -286- CITY OF NATIONAL CITY ENERGY AUDIT The hours associated with each TOU period are defined in Table F.4.3. Table F.4.3 SDG&E TOU Hours AMERESCO Green • Clean • Sustainable Season TOU Period Hours Summer (5/1-10/31) On peak 11 am - 6 pm M-F Summer (5/1-10/31) Semi peak 6 am - 11 am M-F, 6 pm - 10 pm M-F Summer (5/1-10/31) Off peak 10 pm - 6 am M-F, plus weekends Winter (11/1-4/30) On peak 5 pm - 8 pm M-F Winter (11/1-4/30) Semi peak 6 am - 5 pm M-F, 8 pm - 10 pm M-F Winter (11/1-4/30) Off peak 10 pm - 6 am M-F, plus weekends To help define the solar power production over the performance period, a -0.7% solar power degradation percentage has been applied to the solar power production to account for future loss of solar power production performance. The following table summarizes the projected power output of the solar power systems over the 20 year performance period. Table F.4.4 Solar Power System Power Generation Degradation 10 331,628 11 329,306 12 327,001 13 324,712 14 322,439 15 320,182 16 317,941 17 315,715 18 313,505 19 311,311 20 309,132 City of National Crty, Colifomia December2016 F.0 Measurement & Verification Page 16 -287- CITY OF NATIONAL CITY ENERGY AUDIT AMERESCO Green • Clean • Sustainable The TOU rate values shown in Table F.4.5 will be applied to the solar power generation to establish the annual cost savings for the Police Station. Table F.4.5 Electric Rate Values for Police Station 1ALTOU mer & CPP Rate Winter On Peak $0.10935 Summer- Year On Peak umme Semi Peak Winter Semi Peak $0.09452 minter Off Peak $0.07411 ''b3WR - Fees $0.00622 f Peak 1 $0.11845 $0.10935 $0.08197 2 $0.12259 $0.11317 $0.08484 $0.11317 $0.09782 $0.07670 $0.00644 3 $0.12688 $0.11714 $0.08781 $0.11714 $0.10125 $0.07938 $0.00666 4 $0.13132 $0.12124 $0.09088 $0.12124 $0.10479 $0.08216 $0.00690 5 $0.13592 $0.12548 $0.09406 $0.12548 $0.10846 $0.08504 $0.00714 6 $0.14068 $0.12987 $0.09736 $0.12987 $0.11226 $0.08801 $0.00739 7 $0.14560 $0.13442 $0.10076 $0.13442 $0.11618 $0.09110 $0.00765 8 $0.15070 $0.13912 $0.10429 $0.13912 $0.12025 $0.09428 $0.00791 9 $0.15597 $0.14399 $0.10794 $0.14399 $0.12446 $0.09758 $0.00819 10 $0.16143 $0.14903 $0.11172 $0.14903 $0.12882 $0.10100 $0.00848 11 $0.16708 $0.15425 $0.11563 $0.15425 $0.13332 $0.10453 $0.00877 12 $0.17293 $0.15964 $0.11968 $0.15964 $0.13799 $0.10819 $0.00908 13 $0.17898 $0.16523 $0.12387 $0.16523 $0.14282 $0.11198 $0.00940 14 $0.18524 $0.17102 $0.12820 $0.17102 $0.14782 $0.11590 $0.00973 15 $0.19173 $0.17700 $0.13269 $0.17700 $0.15299 $0.11995 $0.01007 16 $0.19844 $0.18320 $0.13733 $0.18320 $0.15835 $0.12415 $0.01042 17 $0.20538 $0.18961 $0.14214 $0.18961 $0.16389 $0.12850 $0.01079 18 $0.21257 $0.19624 $0.14711 $0.19624 $0.16963 $0.13300 $0.01116 19 $0.22001 $0.20311 $0.15226 $0.20311 $0.17556 $0.13765 $0.01155 20 $0.22771 $0.21022 $0.15759 $0.21022 i $0.18171 $0.14247 $0.01196 Note: The DWR Fees apply to the total kWh generation of the solar power systems. Page content is subject to Con1idenrn3lity Rest.' ens City of National City, California December 2016 F.0 Measurement & Verification Page 17 -288- CITY OF NATIONAL CITY ENERGY AUDIT AMERESCO Green • Clean • Sustainable The TOU rate values shown in Table F.4.6 will be applied to the solar power generation to establish the annual cost savings for the Civic Center, Public Library, MLK Community Center, Fire Station 34, and Arts Center. Table F.4.6 Electric Rate Values for DGR-CPP Solar PV Generation Sites DGR & CPP Rate --1 Year 1 Summer On Peak $0.16744 Summer Semi Peak $0.15834 Summer Off Peak $0.13097 Winter On Peak $0.15834 "' Winter Off Peak $0.12310 WR Fees $0.00000 Semi Peak $0.14351 2 $0.17330 $0.16389 $0.13555 $0.16389 $0.14854 $0.12741 $0.00000 3 $0.17937 $0.16962 $0.14030 $0.16962 $0.15373 $0.13187 $0.00000 4 $0.18565 $0.17556 $0.14521 $0.17556 $0.15912 $0.13649 $0.00000 5 $0.19214 $0.18170 $0.15029 $0.18170 $0.16468 $0.14126 $0.00000 6 $0.19887 $0.18806 $0.15555 $0.18806 $0.17045 $0.14621 $0.00000 7 $0.20583 $0.19465 $0.16099 $0.19465 $0.17641 $0.15132 $0.00000 8 $0.21303 $0.20146 $0.16663 $0.20146 $0.18259 $0.15662 $0.00000 9 $0.22049 $0.20851 $0.17246 $0.20851 $0.18898 $0.16210 $0.00000 10 $0.22821 $0.21581 $0.17850 $0.21581 $0.19559 $0.16778 $0.00000 11 $0.23619 $0.22336 $0.18474 $0.22336 $0.20244 $0.17365 $0.00000 12 $0.24446 $0.23118 $0.19121 $0.23118 $0.20952 $0.17973 $0.00000 13 $0.25302 $0.23927 $0.19790 $0.23927 $0.21686 $0.18602 $0.00000 14 $0.26187 $0.24764 $0.20483 $0.24764 $0.22445 $0.19253 $0.00000 15 $0.27104 $0.25631 $0.21200 $0.25631 $0.23230 $0.19927 $0.00000 16 $0.28052 $0.26528 $0.21942 $0.26528 $0.24043 $0.20624 $0.00000 17 $0.29034 $0.27457 $0.22710 $0.27457 $0.24885 $0.21346 $0.00000 18 $0.30050 $0.28418 $0.23505 $0.28418 $0.25756 $0.22093 $0.00000 19 $0.31102 $0.29412 $0.24327 $0.29412 $0.26657 $0.22866 $0.00000 20 $0.32191 $0.30442 $0.25179 $0.30442 $0.27590 $0.23667 $0.00000 i ne uwt tees apply to the total kWh generation of the solar power systems. The electric rates have been escalated at 3.5% per year to establish the cost increase of the solar power generation over the 20 year performance period. The escalation is based on historical data and was used by the City in the previous energy savings performance contract. The 3.5% escalator has been accepted by the City and Ameresco and will be used for the entire performance period. Page content is subject to Confide talaj, ?est,c1 ors. City of National City California December 2016 F.0 Measurement & Verification Page 18 -289- CITY OF NATIONAL CITY ENERGY AUDIT AMERESCO Green - Clean • Sustainable National City Responsibilities The City plays a significant role in the success of the solar power generation project. In order to ensure that the solar panels, inverters, and electrical equipment function at maximum capacity and comply with the manufacturer's warranty, the City is required to maintain the solar power system per the manufacturer's requirements. The minimum requirements for the maintenance of the solar power system shall include the following: Mitsubishi Solar Panels • Quarterly, inspect modules and clean if dirty, use water and a soft sponge or cloth for cleaning. A mild, non-abrasive cleaning agent can be used to remove sticky dirt. • Semi-annually, check the electrical and mechanical connections to verify they are clean, secure and undamaged. Yaskawa String Inverters • Semi-annually, check the cable connections. If loose, tighten all the cables. • Semi-annually, check for cable damage, especially whether the cable surface is scratched or smooth. Repair or replace the cables if necessary. • Semi-annually, check the air vent regularly to make sure it is not blocked and clean the vent with soft brush or vacuum cleaner if necessary. Performance Period Annual Reporting The annual inspections by Ameresco will include a status report of the installed solar generation equipment, data collection of the metered solar power generation, and a calculation of the solar power generation cost savings. The following are the items to be addressed during the inspection: • Is the equipment still in use or has the equipment been removed? • Is the equipment showing signs of poor maintenance? • Is the equipment generating the solar power defined in the energy audit? • Are the sub -meters collecting the solar power generation data? The annual report will contain the results of the annual inspection and will include the following items: • Equipment status • Modifications or changes to the solar power equipment • Energy generation and cost savings associated with the solar power system Page content is subject to Confidentiality Restrictions. City of National City, California December 2016 F.0 Measurement & Verification Page 19 -290- Green • Clean • Sustainable ECM 6: HVAC Controls Measurement and Verification Overview An energy model based on information obtained during the Energy Audit was used to determine project savings. Energy Savings Calculation Methodology As part of the analysis of this measure, Ameresco developed an energy model of the existing heating and cooling system operation using a calibrated Trane Trace 700 building model. The model is based on the building load profile, motor logger data for equipment run hours, HVAC equipment data from as -built drawings and field observations, and room temperature data from the facility audit walkthrough. The energy model includes equipment data and system efficiencies based on existing conditions. Parameters in the existing model were then changed to reflect the new equipment efficiencies and operating parameters. The difference in the equipment's energy consumption between the two alternatives defines the energy savings for the duration of the performance period. The energy savings associated with this measure are based on the following temperature set points and equipment operating schedules. Maintaining the parameters below will be key to maintaining the energy savings calculated by Ameresco. Table F.6.1 HVAC Controls Temperature Set Points Building MLK Community Center Proposed Occupied Cooling Set Point 74F Proposed Occupied Heating Set Point 68F Proposed Un- occupied Cooling Set Point* Proposed Un- occupied Heating Set Point* Kimball Senior Center 74F 68F Casa de Salud 74F 68F Public Works 74F 68F Police Station 74F 68F 85F 64F Fire Station 34 74F 68F Fire Station 31 74F 68F Arts Center 74F 68F *The Police Station 1" floor and basement rooms that are only used during regular office hours will be programmed to setback and setup since the main heating and cooling unit must run 24 I 7 to cover the after-hours rooms. Page content is subject to Confidentiality Restrictions. City of National City, California December 2016 F.0 Measurement & Verification Page 20 -291- CITY OF NATIONAL CITY ENERGY AUDIT Table F.6.2 HVAC Controls Equipment Operating Hours AMERESCO Green • Clean • Sustainable LocationOperation Police Station 2nd Floor Air Handling Unit Equipment 6:00 AM 6:00 PM Monday — Friday Police Station Dispatch 12:00 AM 12:00 AM Sunday - Saturday Police Station 1st Floor/Basement (24 Hour Rooms) 12:00 AM 12:00 AM Sunday - Saturday Police Station 1st Floor/Basement (Standard Office Hours) 12:00 AM 12:00 AM Sunday - Saturday MLK Office Areas 6:00 AM 6:00 PM Monday -Thursday MLK Meeting Rooms Off -Bypass Only Off -Bypass Only Monday — Friday Art Center Offices Areas 9:00 AM 7:00 PM Monday - Friday Art Center Offices Areas 1:00 PM 4:00 PM Saturday Art Center Classrooms Off -Bypass Only Off -Bypass Only Monday - Saturday Fire Station 31 12:00 AM 12:00 AM Sunday - Saturday Fire Station 34 12:00 AM 12:00 AM Sunday - Saturday Kimball Senior Center 8:00 AM 4:30 PM Mon., Wed., Thurs. Kimball Senior Center 8:30 AM 2:30 PM Tuesday & Friday Casa de Salud 2:00 PM 8:00 PM Monday - Friday Casa de Salud 11:00 AM 5:00 PM Saturday Public Works 5:30 AM 4:30 PM Monday -Thursday Note: the City can achieve additional energy savings by increasing the cooling setpoint, decreasing the heating setpoint, and reducing the equipment run hours. The equipment will be turned off after hours and will not be turned on again until the next occupied period. The equipment will not setback or setup during the unoccupied period. However, the Police Station 1st floor and basement area will remain conditioned 24 / 7. Metering Plan During commissioning, Ameresco will measure and record equipment operating parameters including indoor temperature set points and programmed operation schedules. Ameresco will also establish a trend log in the Honeywell EMS to record the set points and schedules at 15- minute increments. Ameresco will log the post retrofit parameter data over a two -week period to ensure that systems have been configured and are operating correctly. Page content is subject to Confidentiality Restrictions. City of National City, California December 2016 F.0 Measurement & Verification Page 21 -292- CITY OF NATIONAL CITY ENERGY AUDIT AMERESCO Green • Clean • Sustainable Performance Period Annual Reporting Annual inspections of the HVAC control equipment and settings will be conducted to ensure design compliance. The annual inspections will include a status report of the installed equipment. The following are the items to be addressed: • Is the equipment still in use or has the equipment been removed? • Is the equipment showing signs of poor maintenance? • Does the HVAC controls equipment model and serial number match the commissioning report? • Are the HVAC equipment run hours the same as when the system was commissioned? • Are the temperature set points the same as when the system was commissioned? The annual report will contain the results of the annual inspection and will include the following items: • Equipment list • Equipment status • Equipment run hours • Equipment temperature set points • Modifications or changes to the listed equipment run hours and set points • Energy and cost savings associated with the retrofits • Trend data to support any deviations from design set points Page content is subject to Confidentiality Restrictions. City of National City, California December 2016 F.0 Measurement & Verification Page 22 -293- CITY OF NATIONAL CITY ENERGY AUDIT AMERESCO Green • Clean • Sustainable ECM 8: Interior Lighting Upgrades Measurement and Verification Overview The M&V protocol for this ECM is based on the guidelines of the IPMVP Option A. Option A involves verifying that the measure has the potential to perform and to generate savings. Performance verification techniques include engineering calculations with one-time representative measured values, resulting in measured verification of performance. With the chosen method, hours of operation are agreed to. Post installation fixture wattages will be determined from post retrofit one-time measurements of representative fixture types. Under this measurement plan, Ameresco assumes performance risk for the operation of the new fixtures. Ameresco will perform equipment measurements to verify that the performance of the installed equipment will operate at the levels defined in the Energy Audit. This will be established by measuring a percentage of fixtures by fixture type. If the lighting systems do not perform as proposed, Ameresco will either change the systems or compensate the customer as provided in Section 6 of the Agreement. For the site operating hours, Ameresco has no control over the hours of operation of the facility and cannot be reasonably requested to assume the risk for this variable. Therefore, the customer and Ameresco will agree to the run hours for the duration of the performance period. Table F.8.1 shows examples of the typical operating hours of some of the areas in the facilities. Table F.8.1 Interior Lighting Annual Hours Areas Casa de Salud Interior Total 754 City Hall RR 4,004 City Hall RR w/ existing sensor 3,203 City Hall - Exterior 5,096 Classroom - Learning Center 1,820 Classroom - Learning Center w/ existing sensor 1,456 Conference Room 2,084 Conference Room w/ existing sensor 1,667 Exit Sign 24/7 8,760 Exterior - All Night 4,380 Exterior - Partial Night 1,092 Fire Station 8,760 Fire Station - Classroom w/ existing sensor 2,912 Fire Station - Laundry 3,504 Fire Station - Museum 2,912 Page content is sub.ect to Confidentiality Restrictions. City of National City, California December 2016 F.0 Measurement & Verification Page 23 -294- CITY OF NATIONAL CITY ENERGY AUDIT Areas Fire Station - Ofc enclosed Total 3,640 Fire Station - Ofc enclosed w/ existing sensor 2,912 Fire Station - Restroom 4,004 Fire Station - Restroom w/ existing sensor 3,203 Fire Station - Shop Machine Rm 1,040 Fire Station Bed w/existing sensor 1,165 Fire Station w/ existing sensor 7,008 Hallway 3,744 Hallway w/ existing sensor 2,995 Kitchen/Dining 975 Kitchen/Dining w/ existing sensor 936 Library 2,398 Library w/ existing sensor 1,918 Lobby w/ existing sensor 3,203 Locker Room 3,432 Locker Room w/ existing sensor 2,746 Lounge/Break Room 2,077 Lounge/Break Room w/ existing sensor 1,662 Mech/Elec Rm 1,564 Mech/Elec Rm w/ existing sensor 1,251 Office Enclosed 1,750 Office Enclosed EL Toyon 630 Office Enclosed w/ existing sensor 1,400 Open Office 4,368 Open Office w/ existing sensor 3,494 Pool 2,800 Pool w/ existing sensor 2,240 Restroom 3,640 Restroom w/ existing sensor 2,912 Stairwell 8,760 Stairwell w/ existing sensor 7,008 Storage 1,228 Storage w/ existing sensor 982 AMERESCO Green • Clean • Sustainable Page content is subject to Confidentiality Restrictions. City of National City, Colifomia December 2016 F.0 Measurement & Verification Page 24 -295- CITY OF NATIONAL CITY ENERGY AUDIT AMERESCO Green . Clean • Sustainable Energy Savings Calculation Methodology The energy savings for this measure resulted from reducing the power demand and consumption of the light fixtures. The following was used to determine the annual energy savings for each room: Annual energy savings (kWh) = (Existing Watts/Fixture — Proposed Watts/Fixture) x # Fixtures per room x Annual hours per year / 1,000 The annual energy savings for each site was determined by adding up the room by room annual energy savings to equal a total energy savings per site. Metering Plan The existing fixtures will be measured according to Table F.8.2. The measurements will be performed on the groups of fixtures that add up to a cumulative percentage of 80% of the total fixtures installed at the sites. Ameresco will take 99 measurements from 10 different fixture types for the existing condition. Table F.8.2 Existing Interior Fixture Metering Plan Existing Existing Description Qty Cumulative % of Total Population Sample Size Watts / Fixture 2 Lamp T8 1x4 558 31% 11 42 3 Lamp T8 2x4 Troffer 273 46% 11 63 1 lamp 26 watt recessed can 190 56% 11 27 2 Lamp BIAX 2x2 Troffer 167 65% 11 80 2 Lamp 26W CFL Dome Fixture 79 70% 10 54 1 Lamp 23.A! CFL Ceiling Fan 47 72% 9 23 1 Lamp 18W CFL Recessed Can 6" 43 75% 9 18 2 Lamp T8 Direct Indirect 2ft 39 77% 9 29 4' 4 Lamp Fluorescent T8 35 79% 9 84 1 Lamp T8 Strip - 4ft 33 80% 9 28 The proposed fixtures will be measured according to Table F.8.3 based on the same measurement criteria as the existing fixtures. Ameresco will take 99 measurements from 10 different fixture types for the proposed condition, Page content is subject to Confidentiality Restrictions. City of National City, California December 2016 F.0 Measurement & Verification Page 25 -296- CITY OF NATIONAL CITY ENERGY AUDIT Table F.8.3 Proposed Interior Fixture Metering Plan AMERESCO Green - Clean • Sustainable Proposed Description Retrofit fixture with LED 2x4 kit- Amerilum E-SRL-4-L40-LS-RLF-U-A-T32 P Qty. 457 Cumulative % of total population 26% Sample Size 11 Watts / Fixture 32 Retrofit fixture with 6" LED can kit- PRESCOLITE-LB6LEDA10L3OK 275 41% 11 12 Retrofit fixture w/ (2) LED BIAX retrofit lamps- Philips-16.5PL-LED/24 143 49% 10 33 Retrofit 4' strip fixture — Hubbell-CKL-1X4-XL-C/4.25-F-UL-40K-JP 127 56% 10 36 LED Fixture Amerilum E-RSC-P-8-L40-LH-RLF-U-W-A-T 121 63% 10 40 Retrofit fixture with 8" LED can kit- PRESCOLITE-LB6LEDA10L3OK WH 99 68% 10 12 Install new wrap fixture 4' CS14-Cree-CS14-38L-40K-10V-TMM 88 73% 10 36 Retrofit fixture with LED 2x2 kit- Amerilum E-SRL-2-L40-LS-RLF-U-A-T20 48 76% 9 20 Retrofit fixture w/ LED Board & Driver kit- ILP- B0B24-30WLED-3BD-UNIV 47 78% 9 24 Relamp fixture w/ screw in 9.5 watt LED A lamp- Philips-9.5A19/LED/827-22 DIM 120V 44 81% 9 9.5 SS For the existing and proposed retrofit power measurements, the measurements will occur at the time of installation, and if the total sample values are within 10 percent of the Energy Audit values, no change will be made. If the total sample values are not within 10 percent, Ameresco will take corrective action at that time for the measurements to be within this limit or use the measured values. Page content is subject to Confidentiality Resocr.o . City of National City, Califomio December 2016 F.0 Measurement & Verification Page 26 -297- CITY OF NATIONAL CITY ENERGY AUDIT AMERESCO Green • Clean • Sustainable Performance Period Annual Reporting Annual inspections of a representative sample of the installed lighting systems will be conducted to ensure design compliance. The sampling will include the following retrofit types and quantities. Table F.8.4 Proposed Interior Fixture Annual Reporting List Proposed Description LED 2x4 kit- Amerilum E-SRL-4-L40-LS-RLF-U-A-T32 Sample Size 11 6" LED can kit- PRESCOLITE-LB6LEDA10L3OK 11 LED BIAX retrofit lamps- Philips-16.5PL-LED/24 10 4' strip fixture — Hubbell-CKL-1X4-XL-C/4.25-F-UL-40K-JP 10 LED Fixture - Amerilum E-RSC-P-8-L40-LH-RLF-U-W-A-T 10 8" LED can kit- PRESCOLITE-LB6LEDA10L3OK WH 10 New wrap fixture 4' CS14-Cree-CS14-38L-40K-10V-TMM 10 LED 2x2 kit- Amerilum E-SRL-2-L40-LS-RLF-U-A-T20 9 LED Board & Driver kit- ILP- B0B24-30WLED-3BD-UNIV 9 Screw in 9.5 watt LED A lamp- Philips-9.5A19/LED/827-22 DIM 120V 9 Wall Mounted Occupancy Sensors 9 108 The annual inspections will include a status report of the installed lighting equipment. The following are the items to be addressed: • Is the equipment still in use or has the equipment been removed? • Is the equipment showing signs of poor maintenance? • Does the equipment type match the energy audit? The annual report will contain the results of the annual inspection and will include the following items: • Equipment list • Equipment status • Modifications or changes to the listed equipment • Energy and cost savings associated with the retrofits Page content is subject to Confidentiality Re stricUons. City of National City, California F.0 Measurement & Verification Page 27 December 2016 -298- AMERESCO Green • Clean • Sustainable ECM 9: Exterior Lighting Upgrades Measurement and Verification Overview The M&V protocol for this ECM is based on the guidelines of the IPMVP Option A. Option A involves verifying that the measure has the potential to perform and to generate savings. Performance verification techniques include engineering calculations with one-time representative measured values, resulting in measured verification of performance. With the chosen method, hours of operation are agreed to. Post installation fixture wattages will be determined from post retrofit one-time measurements of representative fixture types. Under this measurement plan, Ameresco assumes performance risk for the operation of the new fixtures. Ameresco will perform equipment measurements to verify that the performance of the installed equipment will operate at the levels defined in the Audit (power output at stated conditions). This will be established by measuring a percentage of fixtures of the defined fixture type. If the lighting systems do not perform as proposed, Ameresco will either change the systems or compensate the customer as provided in Section 6 of the Agreement. For the site operating hours, Ameresco has no control over the hours of operation of the facility and cannot be reasonably requested to assume the risk for this variable. Therefore, the customer and Ameresco will agree to the run hours for the duration of the performance period. The hours assumed for the exterior lighting upgrades project are as follows: Table F.9.1 Exterior Lighting Annual Hours Location Civic Center Annual Hours 5,096 Public Library 1,092 Fire Station 31 1,092 Fire Station 34 1,092 MLK Community Center 4,380 Arts Center 1,092 Kimball Senior Center 1,092 Casa de Salud 1,092 Public Works 4,380 Las Palmas Park 4,380 Page content is subject to Confidentiality Restrictions. City of National City, California December 2016 F.0 Measurement & Verification Page 28 -299- CITY OF NATIONAL CITY ENERGY AUDIT AMERESCO Green * Clean • Sustainable Energy Savings Calculation Methodology The energy savings for this measure resulted from reducing the power demand and consumption of the light fixtures. The following was used to determine the annual energy savings: Annual energy savings (kWh) = (Existing Watts/Fixture — Proposed Watts/Fixture) x # Fixtures per room x Annual hours per year / 1,000 The annual energy savings was determined by adding up the annual energy savings per fixture to equal a total energy savings. Metering Plan The existing fixtures will be according to Table F.9.2. The measurements will be performed on the groups of fixtures that add up to a cumulative percentage of 80% of the total fixtures installed at the sites. Ameresco will take 101 measurements from 16 different fixture types for the existing condition. Table F.9.2 Existing Exterior Fixture Metering Plan Existing Description 1 Lamp 90W INC Cylinder E Qty. 71 Cumulative % of total population 20% Samp e Size 10 VI s Fixture 90 1 Lamp 23W CFL Globe Fixture 58 36% 10 23 1 Lamp 150W MH Flood 20 42% 8 178 23w CFL Box -Wall Mount (Inside) 20 48% 8 23 1 Lamp 26W CFL Flood 19 53% 8 28 2 Lamp 42W CFL Wallpack 19 58% 8 88 1 Lamp 100W MH Landscape Fixture 17 63% 7 125 1 Lamp 70W MH Flood 15 67% 7 94 1 Lamp 32W CFL Wallpack 9 70% 6 34 1 Lamp 400W MH Shoebox 8 72% 5 458 1 Lamp 175W MH Barn Yard Fixture 7 74% 5 210 1 Lamp 42W CFL Flood 7 76% 5 42 1 Lamp 200W Induction Cobra Head 6 78% 5 265 1 Lamp 1500W Quartz Flood 4 79% 3 1500 1 Lamp 250W HPS Flood 4 80% 3 295 1 Lamp 65W CFL Bollard Fixture 4 81% 3 65 101 Page content is subject to Confidentiality Restrictions. City of National City, California December 2016 F.0 Measurement & Verification Page 29 -300- CITY OF NATIONAL CITY ENERGY AUDIT, AMERESCO Green • Clean • Sustainable The proposed fixtures will be measured according to Table F.9.3 based on the same measurement criteria as the existing fixtures. Ameresco will take 74 measurements from 10 different fixture types for the proposed condition. Table F.9.3 Proposed Exterior Fixture Metering Plan Proposed Descri.tion Cumulative % of total Sample Watts / Relamp fixture w/ screw in 12 watt LED r30 lamp- Philips-12PAR30S/F35 4000 DIM AF SO 72 21% 10 12 Install new LED wall pack full cut off small Hubbell LNC5LU5K (13W) (980L) 66 40% 10 13 Relamp fixture w/ screw in 9.5 watt LED A lamp- Philips-9.5A19/LED/827-22 DIM 120V 42 52% 9 9.5 Retrofit fixture with 6" LED can kit- PRESCOLITE-LB6LEDA10L3OK WH 120V DIM TO 15% 37 63% 9 12 Install new LED wall pack full cut off medium- Hubbell-LNC2-18LU-5K-3-1 20 69% 8 41 Retrofit Steplight fixture - Teralux-TLM-L08B-D084012R 15 73% 7 12.7 Install new LED flood small- Hubbell-FSL-7 10 76% 6 26 Install new LED shoe box pole fixture large- Hubbell-ASL*-24L-**-210-*-*-** 8 78% 5 181 Install new LED flood large- Hubbell-FXL-56L 6 80% 5 187 Replace fixture head with Lumecon LR-C-120 - 120 watt or equivalent 6 82% 5 120 74 For the existing and proposed retrofit power measurements, the measurements will occur at the time of installation, and if the total sample values are within 10 percent of the Energy Audit values, no change will be made. If the total sample values are not within 10 percent, Ameresco will take corrective action at that time for the measurements to be within this limit or use the measured values. Page c"�,�entifity Restrictions. City of Notional City, California December 2016 F.0 Measurement & Verification Page 30 -301- CITY OF NATIONAL CITY ENERGY AUDIT AMERESCO Green • Clean • Sustainable Performance Period Annual Reporting Annual inspections of a representative sample of the installed lighting systems will be conducted to ensure design compliance. The sampling will include the following retrofit types and quantities. Table F.9.4 Proposed Exterior Fixture Annual Reporting List Proposed Description Screw in 12 watt LED r30 lamp- Philips-12PAR30S/F35 4000 DIM AF SO Sample Size 10 LED wall pack full cut off small Hubbell LNCSLUSK (13W) (980L) 10 Screw in 9.5 watt LED A lamp- Philips-9.5A19/LED/827-22 DIM 120V 9 6" LED can kit- PRESCOLITE-LB6LEDA10L3OK WH 120V DIM TO 15% 9 LED wall pack full cut off medium- Hubbell-LNC2-18LU-5K-3-1 8 Steplight fixture - Teralux-TLM-LO8B-D084012R 7 LED flood small- Hubbell-FSL-7 6 LED shoe box pole fixture large- Hubbell-ASL*-24L-**-210-*-*-** 5 LED flood large- Hubbell-FXL-56L 5 Fixture head - Lumecon LR-C-120 -120 watt or equivalent 5 74 The annual inspections will include a status report of the installed lighting equipment. The following are the items to be addressed: • Is the equipment still in use or has the equipment been removed? • Is the equipment showing signs of poor maintenance? • Does the equipment type match the energy audit? The annual report will contain the results of the annual inspection and will include the following items: • Equipment list • Equipment status • Modifications or changes to the listed equipment • Energy and cost savings associated with the retrofits Page content is subject to Confidentiality Restrictions. City of National City, California December 2016 F.0 Measurement & Verification Page 31 -302- CITY OF NATIONAL CITY ENERGY AUDIT AMERESCO Green • Clean • Sustainable ECM 10: HVAC Equipment Replacements Measurement and Verification Overview An energy model based on information obtained during the Energy Audit was used to determine project savings. Energy Savings Calculation Methodology As part of the analysis of this measure, Ameresco developed an energy model of the existing heating and cooling system operation using a calibrated Trane Trace 700 building model. The model is based on the building load profile, motor logger data for equipment run hours, HVAC equipment data from as -built drawings and field observations, and room temperature data from the facility audit walkthrough. The energy model includes equipment data and system efficiencies based on existing conditions. Parameters in the existing model were then changed to reflect the new equipment efficiencies and operating parameters. The difference in the equipment's energy consumption between the two alternatives defines the energy savings for the duration of the performance period. The energy savings associated with this measure are based on operating the new equipment according to the following temperature set points and equipment run hour schedules. Maintaining the parameters below will be key to maintaining the energy savings calculated by Ameresco. Table F.10.1 HVAC Equipment Temperature Set Points Building MLK Community Center Proposed Occupied Cooling Set Point 74F Proposed Occupied Heating Set Point 68F Proposed Un- occupied Cooling Set Point* Proposed Un- occupied Heating Set Point* Casa de Salud 74F 68F Public Works 74F 68F -. Police Station 74F 68F 85F 64F Arts Center 74F 68F *The Police Station 1st floor and Basement zones that are only used during regular office hours will be programmed to setback and setup since the main heating and cooling unit must run 24 / 7 to cover the after-hours zones. Page content is subject to Confidentiality ctfons. City of National City, California December 2016 F.0 Measurement & Verification Page 32 -303- CITY OF NATIONAL CITY ENERGY AUDIT Table F.10.2 HVAC Equipment Operating Hours AMERESCO Green • Clean • Sustainable Location Police Station 2nd Floor Air Handling Unit ui ment Equipment 6:00 AM O eration Operation 6:00 PM .. , Monday — Friday Police Station Dispatch 12:00 AM 12:00 AM Sunday - Saturday Police Station 1st Floor/Basement (24 Hour Rooms) 12:00 AM 12:00 AM Sunday - Saturday Police Station 1st Floor/Basement (Standard Office Hours) 12:00 AM 12:00 AM Sunday - Saturday MLK Office Areas 6:00 AM 6:00 PM Monday -Thursday MLK Meeting Rooms Off -Bypass Only Off -Bypass Only Monday — Friday Art Center Offices Areas 9:00 AM 7:00 PM Monday - Friday Art Center Offices Areas 1:00 PM 4:00 PM Saturday Art Center Classrooms Off -Bypass Only Off -Bypass Only Monday -Saturday Casa de Salud 2:00 PM 8:00 PM Monday - Friday Casa de Salud 11:00 AM 5:00 PM Saturday Public Works 5:30 AM 4:30 PM Monday -Thursday Metering Plan During commissioning, Ameresco will measure equipment performance to determine the installed equipment efficiency. Ameresco will also establish a trend log in the Honeywell EMS to record the set points and schedules at 15 minute increments. Ameresco will log the post retrofit parameter data over a two -week period to ensure that systems have been configured and are operating correctly. Page content is subject to Confidentality Restrictior.s. City of National City, California December 2016 F.0 Measurement & Verification Page 33 -304- CITY OF NATIONAL CITY ENERGY AUDIT AMER ESCO Green • Clean • Sustainable Performance Period Annual Reporting Annual inspections of the HVAC replacement equipment will be conducted to ensure design compliance. The annual inspections will include a status report of the installed equipment. The following are the items to be addressed: • Is the equipment still in use or has the equipment been removed? • Is the equipment showing signs of poor maintenance? • Does the equipment model and serial number match the commissioning report? • Are the HVAC equipment run hours the same as when the system was commissioned? The annual report will contain the results of the annual inspection and will include the following items: • Equipment list • Equipment status • Equipment run hours • Modifications or changes to the listed equipment run hours • Energy and cost savings associated with the retrofits • Trend data to support any deviations from design operating schedule Page content is subject to Confidentiality Restrictions. City of Notional City, California December 2016 F.0 Measurement & Verification Page 34 -305- CITY OF NATIONAL CITY ENERGY AUDIT AMERESCO Green • Clean • Sustainable ECM 11: Domestic Water Conservation Measurement and Verification Overview The M&V protocol for this ECM is based on IPMVP Option A. Under this measurement plan, Ameresco assumes performance risk for the operation of the new plumbing fixtures. Ameresco will perform volume and flow measurements to verify that the performance of the installed equipment will operate at the levels defined in the Audit. This will be established by measuring 10% of the existing and proposed fixtures to determine the pre and post volume and flow rate of the fixtures. If the plumbing systems do not perform as proposed, Ameresco will either change the systems or compensate the customer as provided in Section 6 of the Agreement. For the uses per day, Ameresco has no control over the uses per day of the fixtures in the facilities and cannot be reasonably requested to assume the risk for this variable. Therefore, the customer and Ameresco will agree to the uses per day used in the Energy Audit to determine water savings for the duration of the performance period. Savings Calculation Methodology The savings for this measure resulted from reducing the water consumption of the plumbing fixtures. The following formula was used to determine the annual water savings: Toilets and Urinals Annual water savings = (Existing GPF/Fixture — Proposed GPF/Fixture) x # Fixtures X # uses per day X # days per year. Showers and Sinks Annual water savings = (Existing GPM/Fixture — Proposed GPM/Fixture) x # Fixtures X # minutes per day X # days per year. GPF = gallons -per -flush GPM = gallons -per -minute Page content is subject to Confidentiality Restrictions. City of National City, California December 2016 F.0 Measurement & Verification Page 35 -306- AMERESCO Green • Clean • Sustainable Metering Plan The existing and proposed plumbing fixtures will be measured according to Table F-11.1. The measurements will be performed on 10% of the existing and proposed plumbing fixtures. Table F.11.1 Plumbing Fixture Measurement Plan Plumbing Fixture Description Wall or Floor Mounted Toilets No. of Fixtures 94 Sample Size 10 Wall Mounted Urinals 25 3 In -Line Flow Restrictors 139 14 Showerheads 20 2 ICON Flow Control Valves 21 2 31 For the existing and proposed plumbing measurements, the measurements will occur at the time of installation, and if the total sample values are within 10 percent of the Energy Audit values, no change will be made. If the total sample values are not within 10 percent, Ameresco will take corrective action at that time for the measurements to be within this limit or use the measured values. Performance Period Annual Reporting Annual inspections of a representative sample of the installed plumbing fixtures will be conducted to ensure design compliance. The sampling will include the following retrofit types and quantities. Table F.11.2 Proposed Plumbing Fixture Annual Reporting Lis Plumbing Fixture Description Wall or Floor Mounted Toilets Sample Size 10 Wall Mounted Urinals 3 In -Line Flow Restrictors 14 Showerheads 2 ICON Flow Control Valves 2 .--, 31 The annual inspections will include a status report of the installed equipment. The following are the items to be addressed: • Is the equipment still in use or has the equipment been removed? • Is the equipment showing signs of poor maintenance? • Does the equipment type match the energy audit? Page content is subject to Confidentiality Restrictions. City of Notional City, California December2016 F.0 Measurement & Verification Page 36 -307- Green • Clean • Sustainable The annual report will contain the results of the annual inspection and will include the following items: • Equipment list • Equipment status • Modifications or changes to the listed equipment • Water and cost savings associated with the retrofits Page content is subject to Confidentiality Restrictions. City of National City, California December2016 F.0 Measurement & Verification Page 37 -308- CITY OF NATIONAL CITY ENERGY AUDIT AMERESCO Green • Clean • Sustainable ECM 12: Irrigation Controls Measurement and Verification Overview The M&V protocol for this ECM is to stipulate the savings. Water Savings Calculation Methodology Ameresco established the water baseline and estimated water savings for the following sites: Table F.12.1 Irrigation Controls Locations Location Civic Center Police Station Public Library MLK Community Center & Arts Center Kimball Park Fire Station 31 Las Palmas Park Water consumption was estimated based on HCF/year per controller values and Evapotranspiration rates for turf and landscape areas. The two methods to determine water consumption were combined with the domestic water consumption to reconcile the irrigation water consumption assumptions. The water savings for this measure were based on a stipulated 10% savings off of the existing water consumption used by the irrigation systems. The water savings are to be stipulated and agreed upon for the duration of the performance period. The annual water savings of 1,793 HCF and cost savings of $11,646 associated with the irrigation controls are the values to be used during the performance period. Metering Plan No long-term metering or inspections are proposed for this measure. Page 0ont5nt ,s c Restrictions. City of National City, California December2016 F.0 Measurement & Verification Page 38 -309- RESOLUTION NO. 2017 — RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE AN ENERGY SERVICES AGREEMENT, PHASE II, WITH AMERESCO, INC., PURSUANT TO CALIFORNIA GOVERNMENT CODE SECTION 4217.10, ET SEQ., TO DEVELOP AND CONDUCT ENERGY EFFICIENCY AND RENEWABLE ENERGY UPGRADES AT CITY FACILITIES, AS SET FORTH IN SECTION "D" OF THE ENERGY AUDIT REPORT WHEREAS, on June 3, 2014, in accordance with National City's Energy Roadmap and Climate Action Plan, the City Council directed staff to "solicit proposals pursuant to California Government Code 4217.10, et seq., to design, install, and finance sustainability improvements within municipal facilities"; and WHEREAS, in July 2014, the City's Engineering and Public Works Department noticed a Request for Statement of Qualifications (SOQ) for an energy services contract to make sustainability improvements to City facilities under a guaranteed energy savings contract, and proposals were solicited to provide energy -related capital improvement services through performance -based contracting; and WHEREAS, these services would include design, installation, maintenance, and monitoring of energy and water saving upgrades at City facilities with a guarantee that monetary savings will cover the cost of the upgrades; and WHEREAS, the two responses received were evaluated by a five -member selection committee consisting of City staff, councilmembers, and outside consultants that gave Ameresco Inc., the highest overall rating; and WHEREAS, following execution of the Energy Audit Agreement (Phase 1), Ameresco conducted an Energy Audit of City facilities, developed a project scope of energy and water saving measures, forecasted savings, presented a financing solution, and offered a guarantee that cost savings will cover project costs. WHEREAS, taking into consideration the best financial performance and priorities for the City, the two most cost effective options were presented to the City Council on September 20, 2016, where City Council gave direction to proceed with the staff recommendation of the full program scope of work (Option 2 per PowerPoint presentation presented September 20, 2016); and WHEREAS, through negotiations and various revisions, while maintaining the same scope and intent, the total implementation cost was decreased from $6,608,598 to $5,403,308. WHEREAS, California Government Code Section 4217.10, et seq., facilitates public agencies' energy conservation efforts by authorizing them to enter into an Energy Services Agreement ("ESA") to develop and conduct energy efficiency and renewable energy projects at public facilities and make certain findings that the contract is in the public's best interest and make specific cost-effectiveness findings: Resolution No. 2017 — Page Two 1. In order to enter into an ESA, Section 4217.12 requires the Council find "that the anticipated cost to the City for thermal or electrical energy or conservation services provided by the energy conservation facility under the contract will be less than the anticipated marginal cost to the City in the absence of those purchases,". 2. In order to enter into a financing contract, Section 4217.13 requires the Council find "that funds for the repayment of the financing or the cost of design, construction, and operation of the energy conservation facility, or both, as required by the contract, are projected to be available from revenues resulting from sales of electricity or thermal energy from the facility or from funding that otherwise would have been used for purchase of electrical, thermal, or other energy required by the public agency in the absence of the energy conservation facility, or both." WHEREAS, City staff and consultants have reviewed these cost effectiveness criteria and determined that they are met: 1. The anticipated cost of the project after rebates and including Maintenance and Verification ("M&V") per the contract amount of $5,379,285, which would be less than the anticipated energy and water savings from the first 25 years. 2. The funds needed to repay the financing after rebates and operational and repair in the amount of $3,927,387 would be less than the anticipated energy and water savings in the amount of $4,807,486 over the 20 year financing term. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby authorizes the Mayor to execute an Energy Services Agreement, Phase II, with Ameresco, Inc., pursuant to California Government Code Section 4217.10, et seq., to develop and conduct energy efficiency and renewable energy upgrades at City facilities, as set forth in Section "D" of the Energy Audit Report. PASSED and ADOPTED this 20th day of June, 2017. Ron Morrison, Mayor ATTEST: Michael R. Dalla, City Clerk APPROVED AS TO FORM: Angil P. Morris -Jones City Attorney