richland-lexington airport district draft agenda ... · 02.02.2016 · february 4, 2016 i. ground...

2/10/16

RICHLAND-LEXINGTON AIRPORT DISTRICT DRAFT AGENDA

Commission Meeting February 15, 2016 @ 4 p.m. – CAROLINA ROOM

1. Invocation

2. Approval of Consent Agenda a. Agenda b. Minutes of January 25, 2016 Commission Meeting

3. Election of Officers

4. Committee Reports

a. Finances, Contracts & Planning Committee Meeting of February 4, 2016 i. Ground Mount Solar Farm Approval

5. January 2016 Financial Report — Gregg Hornsby

6. Staff Reports

a. Director’s Report – Dan Mann

7. Discussion & Suggestions a. Comments from Public

8. Executive Session

9. Next Meeting is March 16, 2015 @ 4 p.m.

10. Adjournment

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RICHLAND-LEXINGTON AIRPORT DISTRICT Draft Minutes

Commission Meeting January 25, 2016 @ 4 p.m. – PUBLIC SAFETY BUILDING

In Attendance David Jordan, Chair; Jim Compton, Vice Chair; Jerry Howard; Duane Cooper; Larry Koester; Richard McIntyre; Xavier Starkes; Dan Bell; Anne Sinclair; Hazel Bennett (via phone) Absent Roxanne Wilson; James Whitmire Staff Dan Mann; Mike Gula; Dee Branham; Gregg Hornsby; Randy Blackmon; Chappelle Broome; Kaela Harmon; Joel Livingston; Deb Taylor; Eddie Martin; Lindsay Copelan; John Fisher; Lynne Douglas Guests Bill Dukes; Drelton “DJ” Carson; Dave Carpenter (Foth); Ryan Hounshell, Ken Holt (Holt Consulting); Bob Anderson (Michael Baker)

1. Invocation – Roxanne Wilson In Ms. Wilson’s absence, Mr. Howard offered the Invocation.

2. Approval of Consent Agenda a. Agenda b. Minutes of December 14, 2015 Commission Meeting c. Resolution for Karen Workman Mr. Mann shared that Ms. Workman is retiring after 17 years with the airport. He expressed that she was a great employee and he wishes her well in her retirement. Mr. Koester made the motion to approve the Consent Agenda. Mr. Bell seconded the motion. Motion carried.

3. Committee Reports a. Finances, Contracts & Planning Committee Meeting of January 14, 2016

i. Real Estate Broker Approval Mr. Mann explained that Colliers had worked with the airport for about 15 years and it was time to put out a RFQ. Avant, Colliers, and CBRE responded. Staff interviewed all three and recommended that the contract be awarded to CBRE. Mr. McIntyre put forth the committee’s recommendation to award the contract to CBRE. Motion carried.

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Commission Meeting 01-25-16

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ii. Verizon DAS Agreement Approval Mr. Mann reported that coverage has not been good in the terminal or in the new Public Safety facility. For a 10-year agreement term with 1 automatic 5-year renewal term, Verizon will install an antenna system valued at $500,000 and at no cost to the airport. Other carriers can connect to the system by entering into an agreement with Verizon. Mr. McIntyre put forth the committee’s recommendation to approve the agreement with Verizon. Motion carried.

b. Air Service, Airport Development & Public Relations Committee Meeting of January 14, 2016 i. Visual & Performing Arts Policy Approval

Mr. Mann said that over the last year, we’ve had several artists display their art in the terminal. A selection process was initially used to select the artists. This policy will formalize the arts program and reflects the duties of a committee to oversee the program. The policy is the culmination of the arts policies of several airports, most notably that of San Diego. Mr. Bell put forth the committee’s recommendation to accept the Visual & Performing Arts Policy. Motion carried.

4. December 2015 Financial Report – Gregg Hornsby Mr. Hornsby reported that funds available decreased substantially this month. Much of that was attributed to several projects that were not AIP-related and were expenses covered by the airport. Days cash on hand is at 406. Non-airline terminal rent was up significantly due to rental car commissions. Mr. Hornsby went on to say that when enplanements are up, then PFC’s should typically be up as well. However, December’s numbers do not reflect that, which is an anomaly. It is dependent on when we receive the PFC’s. Mr. Hornsby concluded his report by saying that the month’s biggest expenses were in Airport Operations, due to repairs on ARFF vehicles and chiller repairs, and in Marketing which included payment for the economic impact study.

5. Staff Reports

a. Director’s Report – Dan Mann Mr. Mann stated that a tour of the new Public Safety facility would be offered following the meeting. Mr. Mann went on to give special thanks to Mr. Koester, Ms. Sinclair, and Ms. Wilson as they end their terms on the Commission. He thanked them for their support of him and of the airport. He also thanked them for introducing him to the community when he was hired and thanked them for their service and for all they had done. Ms. Sinclair expressed how much she had enjoyed being a part of the Commission and how she had learned a great deal about airports. She thanked Mr. Mann and staff for making the airport well-respected in the community. She thanked the Commission for

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Commission Meeting 01-25-16

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being able to be a part of many wonderful opportunities while serving. Ms. Sinclair went on to say that her biggest regret was not seeing the John Hardee Expressway completed. Her hope is that someone will continue her goal to move this project forward. Mr. Koester shared that it has been an honor and privilege to have served with this Commission and staff. He expressed how great everyone has been and that he will miss working with the staff and the Commission. Mr. Koester went on to say that he is most proud of the hiring of Mr. Mann. He continued by saying that Mr. Mann has done an excellent job and has taught him a lot about airports. Chair Jordan announced that three new Commissioners will be coming on board in February. He introduced Mr. Dukes and Mr. Carson who were both in attendance.

6. Discussion & Suggestions a. Comments from Public

Mr. Mann introduced CAE’s new Properties Manager, Lindsay Copelan.

7. Executive Session There was no need for Executive Session.

8. Next Meeting is February 15, 2016 @ 4 p.m.

9. Adjournment Mr. Koester made the motion to adjourn. The motion was seconded by Mr. Starkes. Motion carried.

Respectfully Submitted,

Lynne Douglas, Commission Secretary

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GROUND MOUNT SOLAR FARM CONTRACT WITH CON EDISON

Background/Explanation: Staff made a recommendation to the Finance Committee on February 4, 2016, to move forward with the design/construction of a 1.38MW ground mounted solar farm on the south side of the Airport property. The solar farm would sit on approximately 5.5 acres of land within in the perimeter fence. The total cost of the solar farm is $2,557,440. This project falls under the SCE&G customer-scale project in which the Airport will receive a 0.14 cent bill credit per kilowatt hour produced. The SCE&G customer-scale bill credit will be implemented for the first ten years and then the energy produced thereafter will be deducted at the going rate. The solar panels are warrantied for 25 years and the cumulative cash flow at year 20 nets $4,420,636. ConEdison will provide the O&M oversight and maintenance of the solar farm for $13,872 per year. The Airport attorney has review the contract with Con Edison. Recommendation: The Finance Committee recommends moving forward with the Ground Mount Solar Farm project and executing the contract with Con Edison.

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RICHLAND-LEXINGTON AIRPORT DISTRICT DRAFT MINUTES

Finances, Contracts & Planning Committee Meeting February 4, 2016 @ 3 p.m.

125A Summer Lake Drive Conference Room

Attendance Richard McIntrye, Chair; Dan Bell; David Jordan; Jerry Howard

Absent James Whitmire

Staff Present Dan Mann; Gregg Hornsby; Mike Gula; Lindsay Copelan; Lynne Douglas

1. Approval of Agenda Mr. Bell made the motion to approve the agenda. Motion was seconded by Mr. McIntyre.

Motion carried.

2. Approval of January 14, 2016 Finances, Contracts, & Planning Committee Meeting Minutes Mr. Bell made the motion to approve the minutes. Motion was seconded by Mr. McIntyre.

Motion carried.

3. Ground Mount Solar Approval Mr. Mann reported that staff has been working with Con Edison for almost a year on two

different proposals: the roof mount unit on top of the parking garage and the ground mount unit. The roof mount unit is not cash viable at this time so it is on hold for now. The ground mount project is very promising and he recommended that we move forward and purchase it at a cost of $2.6 million. Con Edison would maintain the area and the unit for us at approximately $14,000 per year. SCANA would buy the energy back for the first 10 years at $.14. After that period, they would buy it back at the going rate. Mr. Mann provided a handout outlining the cash flow schedule (attached to official minutes). In 10 years, we would break even. After that, we would start making money and would net about $1.8 million over 20 years and it would continue to be a revenue generator beyond that. No debt will be incurred by the Airport. Mr. Mann went on to say that the land is not viable for any other revenue source. This project will provide us with good public relations and plans include setting up information about the project inside the terminal.

Mr. Bell made the motion to move forward with the Ground Mount Solar project. Mr. McIntyre seconded the motion. Motion carried.

4. Discussion There was no additional discussion.

5. Adjournment Mr. Bell made the motion to adjourn seconded by Mr. McIntyre. Motion carried.

Respectfully Submitted,

Lynne Douglas, Commission Secretary

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GROUND MOUNT SOLAR DIRECT PURCHASE OR FINANCE OPTIONS

Preliminary Pro Forma Cashflow

Project

Year

Annual Energy

Production (kWh)

Annual Utilty Rate

DER Incentive

Rate

Annual Utility

Savings/ DER

Revenue Annual O&M

Costs Annual Cash

Flow Cumulative Cash Flow

Installation $0 $0 $0

1

2,069,200 $0.087 $0.14 $289,688 ($13,872) $275,816 $275,816

2

2,058,854 $0.087 $0.14 $288,240 ($14,149) $274,090 $549,907

3

2,048,560 $0.088 $0.14 $286,798 ($14,432) $272,366 $822,273

4

2,038,317 $0.089 $0.14 $285,364 ($14,721) $270,644 $1,092,917

5

2,028,125 $0.090 $0.14 $283,938 ($15,016) $268,922 $1,361,839

6

2,017,985 $0.091 $0.14 $282,518 ($15,316) $267,202 $1,629,041

7

2,007,895 $0.092 $0.14 $281,105 ($15,622) $265,483 $1,894,525

8

1,997,855 $0.093 $0.14 $279,700 ($15,935) $263,765 $2,158,290

9

1,987,866 $0.094 $0.14 $278,301 ($16,253) $262,048 $2,420,339

10

1,977,927 $0.095 $0.14 $276,910 ($16,578) $260,332 $2,680,670

11

1,968,037 $0.096 $0.000 $188,263 ($16,910) $171,353 $2,852,023

12

1,958,197 $0.097 $0.000 $189,195 ($17,248) $171,947 $3,023,970

13

1,948,406 $0.098 $0.000 $190,131 ($17,593) $172,538 $3,196,509

14

1,938,664 $0.099 $0.000 $191,073 ($17,945) $173,128 $3,369,636

15

1,928,971 $0.100 $0.000 $192,018 ($18,304) $173,715 $3,543,351

16

1,919,326 $0.101 $0.000 $192,969 ($18,670) $174,299 $3,717,650

17

1,909,729 $0.102 $0.000 $193,924 ($19,043) $174,881 $3,892,531

18

1,900,180 $0.103 $0.000 $194,884 ($19,424) $175,460 $4,067,990

19

1,890,680 $0.104 $0.000 $195,849 ($19,813) $176,036 $4,244,027

20

1,881,226 $0.105 $0.000 $196,818 ($20,209) $176,609 $4,420,636

Total

39,475,999

$0.095 $0.070 $4,757,685 ($337,054) $4,420,636 $4,420,636

Energy Production and O&M Parameters First Year Production (kWh) 2,069,200 Module Degradation Factor 0.5% Current Utility Cost $ 0.087 Annual Utility Escalation Factor 1.0% Annual O&M plus M&V $ 13,872 O&M Escalation Factor 2.0%

Financing Parameters Project Cost $1.85 Project Size (watts) 1,399,680 Total Cost $2,589,408

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02.15.16 CES/CAE Final

THIS AGREEMENT IS SUBJECT TO ARBITRATION PURSUANT TO SOUTH CAROLINA CODE OF LAWS SECTION 15-48-10, ET. SEQ.

DESIGN-BUILD AGREEMENT

THIS DESIGN-BUILD AGREEMENT (hereinafter referred to as “Agreement”) is entered into effective as of the ___ day of February, 2016, by and between Consolidated Edison Solutions, Inc., with an office at 3101 W. Dr. Martin Luther King Jr. Blvd., Suite 110, Tampa, FL 33607 (hereinafter referred to as “ConEdison Solutions”) and the Richland-Lexington Airport District, a Political Subdivision of the State of South Carolina, having its principal office at 125A Summer Lake Drive, West Columbia, South Carolina (hereinafter referred to as “District”). ConEdison Solutions and District are also referred to individually as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, the District issued a Request for Qualifications, dated November 4, 2014, for

the development of photovoltaic systems (the “RFQ”); and

WHEREAS, in response to the RFQ, ConEdison Solutions submitted a Statement of Qualifications and represented therein that it would assess solar development feasibility and any subsequent design, development, construction, installation, operation, maintenance and monitoring of solar photovoltaic systems (“PV Systems”) on property owned and operated by the District; and

WHEREAS, the District found ConEdison Solutions to be the most qualified of the respondents to the RFQ; and

WHEREAS, the District and ConEdison Solutions entered into a Solar (PV) Generation Project Development Agreement dated March 16, 2015, to proceed with an assessment of solar development feasibility, design, construction and operation and maintenance of the PV Systems (the “Assessment”).

WHEREAS, as a result of the Assessment, the District desires to engage ConEdison Solutions to perform and provide certain services and deliverables in accordance with the Scope of Work affixed hereto as Attachment A (hereinafter referred to as the “Services” or “Work”) for design and construction of the PV Systems on land owned by the District (referred to as the “Project”). WHEREAS, ConEdison Solutions desires to provide the Services as the design-builder for the Project. NOW THEREFORE, in consideration of the mutual covenants and obligations contained herein, District and ConEdison Solutions agree as set forth herein.

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ARTICLE 1

1.1 Scope of Work. ConEdison Solutions or its subcontractors shall perform all design-build services, and provide all material, equipment, tools and labor, necessary to complete the Services described in Attachment A.

ARTICLE 2 2.1 Term. ConEdison Solutions shall commence its performance of the Services within thirty (30) days of receipt by ConEdison Solutions of all of the following: (a) a fully executed Agreement from the District; (b) Federal Aviation Administration’s (FAA) determination letters of approval of all Form FAA 7460-1 – Notice of Proposed Construction and Alteration; and (c) South Carolina Electric and Gas (SCE&G) approval of SCE&G Solar Energy Non-Residential Program Application “Commencement Date”), and ConEdison Solutions shall thereafter diligently perform the Services so as to complete the Services no later than one hundred and ten (110) calendar days (hereinafter referred to as the “Completion Date”) in accordance with the Construction and Implementation Schedule included in Attachment B. 2.2 Delays to the Work. If ConEdison Solutions is delayed in the performance of the Services due to acts, omissions, conditions, events, or circumstances beyond its control and due to no fault of ConEdison Solutions or those for whom ConEdison Solutions is responsible, the Completion Date shall be reasonably extended by Change Order. Examples would include acts or omissions of District or anyone under District’s control (including separate contractors), changes in the Services, differing site conditions and Force Majeure, as defined in Article 15.

ARTICLE 3 3.1 Agreement Price. For the performance of the Services, District shall pay ConEdison Solutions the sum of: Two Million, Five Hundred Fifty-Seven Thousand Four Hundred Forty Dollars ($2,557,440.00) (hereinafter referred to as the “Agreement Price”) in accordance with Article 3. 3.2 Procedure for Payment. On or before the 20th day of each month, ConEdison Solutions shall submit to the District, the standard AIA invoice, a written payment request showing milestones accomplished to date, from which shall be deducted the sum of (a) a retention of 5%, and (b) all previous payments. The balance of the amount of such payment request shall be due to ConEdison Solutions within 30 days after the District receives the applicable payment request for ConEdison Solutions’ Work and the payment conditions described below are satisfied in full. ConEdison Solutions agrees to furnish, as conditions precedent to each payment: (a) in the case of progress payments, partial lien or claim waivers in the amount of application for payment and, in the case of the final payment, full lien and claim waivers, in each case covering ConEdison Solutions and all of its subcontractors that has provided any portion of the Work related to such payment application; provided that such waivers may be conditional upon payment. 3.3 Substantial Completion. ConEdison Solutions shall notify District when it believes the Services are substantially complete. “Substantial Completion” shall mean the District may enjoy beneficial use of the PV Systems for its intended purpose, and that the PV Systems and

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interconnection point are mechanically, electrically and functionally complete and capable of the safe delivery of electrical energy to the interconnection point. Within five (5) days of District’s receipt of ConEdison Solutions’ notice, District and ConEdison Solutions will jointly inspect such Services to verify that the Services are substantially complete in accordance with the Agreement. If such Services are substantially complete, District shall prepare and issue a Certificate of Substantial Completion included in Attachment C that will set forth (i) the date of Substantial Completion, (ii) the remaining items of Services that have to be completed before final payment, and (iii) an acknowledgement that warranties commence to run on the date of Substantial Completion, except as may otherwise be noted in the Certificate of Substantial Completion. 3.4 Final Payment. After execution of the Certificate of Substantial Completion and receipt of a Final Application for Payment from ConEdison Solutions, District shall make final payment, provided that ConEdison Solutions has completed all of the Services in conformance with the Agreement, including those remaining issues identified as punchlist items on the Certificate of Substantial Completion. At the time of submission of its Final Application for Payment, ConEdison Solutions shall provide all operating manuals, warranties and other deliverables required by the Agreement. Upon making final payment, District waives all claims against ConEdison Solutions except claims relating to (i) ConEdison Solutions’ failure to satisfy any payment obligation, if such failure affects District’s interests and (ii) ConEdison Solutions’ warranty obligations set forth herein.

3.5 Itemized Invoice

ConEdison Solutions shall submit each invoice for payment with the following breakdown of costs:

1. Mobilization 2. Engineering & Design 3. Racking Delivery 4. PV Module Delivery 5. Inverter Delivery 6. Substantial Completion 7. Final Completion

3.6 Interest. Payments due and unpaid by District to ConEdison Solutions, shall bear interest commencing thirty (30) days after the date payment is due at the rate of one (1%) per month. In addition to charging interest, ConEdison Solutions may stop work in accordance with Agreement.

ARTICLE 4 4.1 Change Orders. A Change Order is a written instrument issued after execution of the Agreement and signed by the Parties stating their agreement upon all of the following: .1 The scope of the change in the Services; .2 The amount of the adjustment to the Agreement Price; and .3 The extent of the adjustment to the Completion Date.

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4.2 Minor Changes in the Services. Minor changes in the Services do not involve an adjustment in the Agreement Price and/or Completion Date and do not materially and adversely affect the Services, including the design, quality, performance and workmanship required by the Agreement. ConEdison Solutions may make minor changes in the Services consistent with the intent of the Agreement.

ARTICLE 5 5.1 ConEdison Solutions’ Responsibilities

.1 ConEdison Solutions’ Representative shall be reasonably available to District and shall have the necessary expertise and experience required to supervise the Work. ConEdison Solutions’ Representative shall communicate regularly with District and shall be vested with the authority to act on behalf of ConEdison Solutions. .2 ConEdison Solutions shall, consistent with applicable state licensing laws, provide through qualified, licensed design professionals employed by ConEdison Solutions or procured by ConEdison Solutions, the necessary design services for the preparation of the required drawings, specifications and other design submittals to permit ConEdison Solutions to complete the Services consistent with Attachment A. .3 ConEdison Solutions shall employ only subcontractors who are duly licensed and qualified to perform the Services consistent with Attachment A. All construction activities shall be performed efficiently and with the requisite expertise, skill and competence to satisfy the requirements of Attachment A. .4 ConEdison Solutions shall keep the work site reasonably free from debris, trash and construction wastes to permit ConEdison Solutions to perform the Services efficiently, safely and without interfering with the use of adjacent land areas. However, ConEdison Solutions is not responsible to determine the existence of asbestos or any other hazardous material. If such material is found, ConEdison Solutions shall not be responsible for its removal or method of removal.

ARTICLE 6 6.1 District’s Responsibilities

.1 District shall, throughout the performance of the Services, cooperate with ConEdison Solutions and perform its responsibilities, obligations and services in a timely manner to facilitate ConEdison Solutions’ timely and efficient performance of the Services and so as not to delay or interfere with ConEdison Solutions’ performance of its obligations under Attachment A. Such cooperation shall include providing a copy of all necessary surveys, studies, drawings and other information necessary for ConEdison Solutions to complete the Services. .2 At ConEdison Solutions’ request, District shall promptly furnish reasonable evidence satisfactory to ConEdison Solutions that District has adequate funds available and committed to fulfill all of District’s contractual obligations.

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.3 District is responsible for all pre-existing asbestos and other hazardous material (collectively “Hazardous Materials”) conditions at the site where the Services are to be performed. District shall be solely responsible for the handling and remediation of any such Hazardous Materials from the work site prior to the commencement or performance of the Services by ConEdison Solutions. .4 District agrees to make available an on-site storage area for storage of ConEdison Solutions’ and ConEdison Solutions’ subcontractors’ materials prior to installation. Access to this area shall be limited to ConEdison Solutions’ and ConEdison Solutions’ subcontractors’ employees. No hazardous material or flammable material will be stored outside of a flammable storage locker.

ARTICLE 7

7.1 Work Product. All drawings, specifications and other documents and electronic data furnished by ConEdison Solutions to District under this Agreement (hereinafter referred to as “Work Product”) are deemed to be instruments of service and ConEdison Solutions shall retain the ownership and property interests therein, including the copyrights thereto. 7.2 District’s Limited License Upon Payment in Full. Upon District’s payment in full for all Services performed under the Agreement, ConEdison Solutions shall grant District a limited license to use the Work Product in connection with District’s occupancy of the Project, conditioned on District’s express understanding that its use of the Work Product is at District’s sole risk. 7.3 District’s Limited License Upon District’s Termination for Convenience or ConEdison Solutions’ Election to Terminate. If District terminates the Project for its convenience as set forth in Article 11.1 hereof, or if ConEdison Solutions elects to terminate this Agreement in accordance with Article 11.3, ConEdison Solutions shall, upon District’s payment in full of the amounts due ConEdison Solutions under the Agreement, grant District a limited license to use the Work Product to complete the Project and subsequently occupy the Project, conditioned on the following: .1 Use of the Work Product is at District’s sole risk.

ARTICLE 8 8.1 Differing Site Conditions

.1 Concealed or latent physical conditions or subsurface conditions at the work area that (i) materially differ from the conditions indicated in Attachment A or (ii) are of an unusual nature, differing materially from the conditions ordinarily encountered and generally recognized as inherent in the Project are collectively referred to herein as “Differing Site Conditions.” If ConEdison Solutions encounters a Differing Site Condition, ConEdison Solutions will be entitled to an adjustment in the Agreement Price and/or the duration of the Agreement to the extent ConEdison Solutions’ cost and/or duration are adversely impacted by the Differing Site Condition.

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.2 Upon encountering a Differing Site Condition, ConEdison Solutions shall provide prompt written notice to District of such condition, which notice shall not be later than fourteen (14) days after such Differing Site Condition has been encountered.

ARTICLE 9

9.1 ConEdison Solutions’ Indemnification. ConEdison Solutions, to the fullest extent permitted by law, shall indemnify, hold harmless and defend District, its officers, directors, employees and agents from and against claims, losses, damages, liabilities, including attorneys’ fees and expenses, for bodily injury, sickness or death, and property damage or destruction to the extent resulting from negligent acts or omissions of ConEdison Solutions, ConEdison Solutions’ subcontractors, anyone employed directly or indirectly by any of them or anyone for whose acts any of them may be liable. 9.2 District’s Liability. Subject in all cases to the immunities and limitations of South Carolina law, District shall be responsible for claims or damages arising from personal injury or damage to persons or property to the extent they result from the acts or omissions of District, District’s separate contractors or anyone for whose acts any of them may be liable.

ARTICLE 10 10.1 Consequential Damages. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL LOSSES OR DAMAGES, WHETHER ARISING IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO LOSSES OF USE, PROFITS, BUSINESS REPUTATION OR FINANCING.

ARTICLE 11 11.1 Termination for Convenience. Upon thirty (30) days’ prior written notice to ConEdison Solutions, District may, for its convenience and without cause, elect to terminate this Agreement. In such event, District shall pay ConEdison Solutions for the following:

.1 All Services executed up to the effective date of termination, and for proven loss, cost or expense in connection with the Services;

.2 The reasonable costs and expenses attributable to such termination, including demobilization costs and amounts due in settlement of terminated contracts with subcontractors; and .3 The fair and reasonable sums for overhead and profit on the sums of items .1 and .2 above.

11.2 Work Product Rights Upon Termination. If District terminates this Agreement pursuant to Article 11.3 below and proceeds to design and construct the Project through its employees,

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agents or third parties, District’s rights to use the Work Product (as defined above) shall be as set forth in Article 7 hereof. 11.3 Right to Terminate for Cause. If either Party fails to perform any of its obligations under this Agreement (hereinafter referred to as the “Breaching Party”), the other Party (hereinafter referred to as the “Non-Breaching Party”) may terminate the Agreement for cause by doing the following: .1 Provide written notice to the Breaching Party that it intends to terminate the

Agreement unless the problem cited is cured, or commence to be cured, within seven (7) days of receipt of such notice by the Breaching Party. If the Breaching Party fails to cure, or reasonably commence to cure, such problem, then the Non-Breaching Party may give a second written notice to the Breaching Party of its intent to terminate within an additional seven (7) day period. If the Breaching Party, within such second seven (7) day period, fails to cure, or reasonably commence to cure, such problem, then the Non-Breaching Party may declare the Agreement terminated for default by providing written notice to the Breaching Party of such declaration.

.2 If the District is the Party terminating the Agreement for cause pursuant to Article

11.3 above, District may enter upon the premises and take possession and assume responsibility for the purpose of completing the Services, of all materials, equipment, scaffolds, tools, appliances and other items thereon, which have been purchased or provided for the performance of the Services, all of which ConEdison Solutions hereby transfers, assigns and sets over to District for such purpose, and to employ any person or persons to complete the Services and provide all of the required labor, services, materials, equipment and other items. In the event of such termination, ConEdison Solutions shall only be entitled to be paid for Services performed prior to its default.

.3 If ConEdison Solutions is the Party terminating the Agreement for cause pursuant

to Article 11.3 above, ConEdison shall be entitled to be paid for Services performed up through the last date Services were performed, along with reimbursement by District of any direct costs incurred by ConEdison Solutions as a result of the demobilization of ConEdison Solutions’ subcontractors and costs resulting from cancellation of equipment purchases, along with any other rights and remedies afforded under this Agreement.

11.4 ConEdison Solutions’ Right to Stop Work. ConEdison Solutions may, in addition to any other rights afforded under the Agreement or at law, stop work for District’s failure to pay amounts properly due under Article 3. In such an event, ConEdison Solutions shall provide District with written notice that ConEdison Solutions will stop work unless said event is cured within seven (7) days from District’s receipt of ConEdison Solutions’ notice. If District does not resolve the non-payment issue within such seven (7) day period, ConEdison Solutions may stop work. In such case, ConEdison Solutions shall be entitled to make a claim for adjustment to the Agreement Price and Completion Date to the extent it has been adversely impacted by such stoppage.

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ARTICLE 12 12.1 District’s Representative. District designates the individual listed below as its representative (hereinafter referred to as “District’s Representative”), which individual has the authority and responsibility for avoiding and resolving disputes on behalf of the District.

Mike Gula, AAE Phone: 803-822-5017 Fax: 803-822-5141

12.2 ConEdison Solutions’ Representative. ConEdison Solutions designates the individual listed below as its representative (hereinafter referred to as “ConEdison Solutions’ Representative”), which individual has the authority and responsibility for avoiding and resolving disputes on behalf of ConEdison Solutions. Michael Cotten Phone: 813-375-3383 Fax: 813-375-3400

ARTICLE 13

13.1 Warranty. ConEdison Solutions warrants to District that the Services, including all materials and equipment furnished as part of such Services, shall be as set forth in Attachment D. ConEdison Solutions will provide District with a full list of all manufacturers’ warranties set forth in Attachment D upon completion of the Project. 13.2 Correction of Defective Work. ConEdison Solutions agrees to correct any Services that are found to not be in conformance with this Article 13 and Attachment A, within a period of one year from the Substantial Completion Date.

ARTICLE 14 14.1 Insurance. ConEdison Solutions shall maintain during the course of this Agreement the following forms of insurance:

.1 Workers’ Compensation insurance in accordance with statutory requirements;

.2 Commercial General Liability, insurance, $1,000,000 per occurrence, $2,000,000 general aggregate;

.3 Professional Liability insurance, with $1,000,000 combined single limit per occurrence and in the aggregate.

ARTICLE 15

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15.1 Force Majeure. Except for District’s obligation to make payments when due, neither Party shall be liable to the other Party for any delay or non-performance resulting from acts of God, weather conditions, strikes (by employees of either Party and/or their suppliers with respect thereto), war, riots, civil disorder, earthquakes, any law, order, proclamation, regulation, ordinance, demand or requirement of any governmental agency, or any other condition or occurrence beyond the Party’s reasonable control (“Force Majeure”). The Party whose performance is delayed or prevented, restricted or interfered with by an event of Force Majeure shall promptly notify the other Party by telephone and shall give written notice to the other Party within five (5) days of the onset of the event. Upon complying with said notice requirements, the Party experiencing the Force Majeure shall be excused from performance to the extent delayed or prevented. Said Party shall take reasonable steps to avoid or remove such causes of non-performance and shall continue performance whenever and to the extent such causes are removed. If the event of Force Majeure continues for a period of 180 days or more, the Party awaiting performance may thereafter terminate this Agreement for cause in accordance with Article 11, above.

ARTICLE 16 16.1 Assignment. Neither ConEdison Solutions nor District shall, without the written consent of the other assign, transfer or sublet any portion or part of the Services or the obligations required by the Agreement, with the exception of ConEdison Solutions hiring subcontractors to perform the Services under the Agreement. 16.2 Successorship. This Agreement shall be binding upon the Parties, their employees, agents, heirs, successors and permitted assigns. 16.3 Governing Law. The Agreement shall be governed by the laws of the State of South Carolina, without giving effect to its conflict of law principles. The Parties consent to the exclusive jurisdiction of the state or federal courts located in the City of Columbia, South Carolina or Lexington County for the purpose of any proceeding arising out of this Agreement. 16.4 Severability. If any provision or any part of a provision of the Agreement shall be finally determined to be superseded, invalid, illegal, or otherwise unenforceable pursuant to any applicable legal requirements, such determination shall not impair or otherwise affect the validity, legality, or enforceability of the remaining provision or parts of the provision or part were deleted. 16.5 No Waiver. The failure of either ConEdison Solutions or District to insist, in any one or more instances, on the performance of any of the obligations required by the other Party under the Agreement shall not be construed as a waiver or relinquishment of such obligation or right with respect to future performance. 16.6 Notice. Whenever the Agreement requires that notice be provided to the other party, notice will be deemed to have been validly given (i) if delivered in person to the individual intended to receive such notice, (ii) delivered by an overnight courier/delivery services (e.g., Airborne Express, UPS, FedEx) as of the date provided on the receipt, or (iii) four (4) days after being sent by registered or certified mail, postage prepaid to the address indicated in the Agreement. Notices should be addressed to the following, unless an alternative name/address is given in writing by a Party:

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IF TO OWNER: Columbia Metropolitan Airport 125A Summer Lake Drive West Columbia, SC 29170 Attention: Dan Mann, Executive Director Telephone: 803-822-7878 IF TO ConEdison Solutions: Consolidated Edison Solutions, Inc. 3101 W. Dr. MLK Jr. Blvd., Suite 110 Tampa, FL 33607 Attention: Michael W. Gibson, Vice President Telephone: 813-375-3382 16.7 Arbitration. If at any time during the term of this Agreement any dispute, difference, or disagreement shall arise upon or in respect of the Agreement and the meaning and construction thereof, every such dispute, difference, and disagreement shall be subject to arbitration pursuant to South Carolina Code of Laws Section 15-48-10, et. seq., and judgment upon the award rendered by the arbiter may be entered in any court having jurisdiction thereof. All costs and expenses of the prevailing party, including reasonable, actual attorneys fees and arbitrator’s fees, shall be paid by the non-prevailing party. 16.8 Amendments. The Agreement may not be changed, altered, or amended in any way except in writing signed by a duly authorized representative of each Party. 16.9 Entire Agreement. This Agreement contains the entire understanding between the District and ConEdison Solutions with respect to the subject matter hereof and supersedes any written or oral, prior or contemporaneous agreement or understanding between the Parties.

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In Witness Whereof, the Parties through their duly authorized representatives have executed this Agreement effective as of the date first set forth above. RICHLAND-LEXINGTON AIRPORT DISTRICT CONSOLIDATED EDISON SOLUTIONS, INC. By: ____________________________ By: _________________________________ Name: __________________________ Name: _______________________________ Title: ___________________________ Title: ________________________________

By: ____________________________ Name: __________________________ Title: ___________________________

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ATTACHMENT A

SCOPE OF WORK 1. SITE DESCRIPTION AND ADDRESS

1.1. Site Address: 3250 Airport Boulevard West Columbia, South Carolina 29170

1.2. Owner: Richland Lexington Airport District

1.3. The Site is: Columbia Metropolitan Airport (CAE)

1.4. Site characteristics are: 34 acre site west of runway intersection

1.5. General Area: See illustration below

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ConEdison Solutions shall perform all Engineering, Procurement and Construction (EPC) services, and provide all material, equipment, tools and labor necessary to deliver the fully operational PV Systems on land owned by the District and allocated for this purpose. ConEdison Solutions has included within the Agreement Price the cost to complete the entire scope of the Work, including all design, procure, permit, construct, test and start up of the major components listed above and all other auxiliary components necessary to deliver by the Substantial Completion Date turnkey PV Systems. 3 SYSTEM DESCRIPTION (THE “SYSTEM”)

3.5 Detailed System Specification

Site Address 3250 Airport Boulevard West Columbia, South Carolina 29170

System Size (Capacity) 1,382,400 watts

Production – 1st Year 2,069,200 kWh

Array Azimuth & Tilt 190° South & 30° Tilt

Utility Incentive SCE&G Solar Energy Non-Residential Program – Bill Credit Agreement

PV Module Canadian Solar CS6X-320P

Inverter Solectria PVI • 36 kW TL (qty. 27) • 28 kW TL (qty. 1)

Mounting Design Schletter – FS Uno

DAS Data Acquisition System manufactured by AlsoEnergy shall be utilized. One weather station with POA pyronometer, global horizontal pyronometer, ambient temp, cell temp, anemometer, humidity sensor, rain gauge and barometric pressure shall be utilized. Revenue grade metering at point of interconnection, zone level monitoring, and inverter direct monitoring

DAS electronic communications Cellular Modem

Meteorological station (part of the DAS)

Yes

Interconnection Point

Approximately 1,694 feet southeast of array layout to SCE&G 24KV distribution line

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System Layouts

System layouts are subject to change based on final design, engineering, permit requirements and District approval.

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General Standards & Obligations ConEdison Solutions shall:

a) Design, engineer, procure, construct, start up, and carry out the tests for the PV systems, and perform its other obligations including completion of the Project and any warranty work hereunder; and

b) Manage, supervise, inspect and furnish all labor, equipment, equipment, temporary structures, temporary utilities, products and services for the foregoing, all on a turnkey basis, in accordance with this Agreement, as the same may be modified from time to time in accordance with the terms hereof by a Change Order or other amendment.

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ConEdison Solutions shall perform all Work and turn the PV systems over to the District:

a) Sufficient, complete and adequate in all respects and free from defects;

b) In conformance with the professional standards and skill, and expertise and diligence of design and construction, of professionals regularly involved in utility grade, utility-scale, grid-connected solar photovoltaic power projects in the United States;

c) In compliance with the terms of the Agreement, the Operating Guidelines, the Utility's interconnection requirements, all Applicable Laws, Applicable Standards and Applicable Permits; and

d) Approved as to form, use and content by all Government Authorities and private entities authorized to administer or enforce any building or construction code or standard whose approval of the final design of the Plant, or any portion thereof, is necessary for the construction, operation or interconnection of the Plant.

COMMISSIONING The commissioning process can be divided into the following three main segments: Mechanical Includes the physical components of the system such as the modules, racking, foundation, anchoring, conduit, pull boxes, combiners, disconnects and inverters. The process is to verify proper mechanical installation per the design and the manufacturers’ requirements and recommendations, and industry best practices (workmanlike manner). Electrical Includes wiring methods, wire size and types, grounding and terminations. The process is to verify proper electrical installation per the design and the manufacturers’ requirement and NAFPA 70 (NEC). Functional Includes testing of the systems’ electrical parameters prior to inverter startup and during inverter operation. Testing of the data acquisition system (DAS) functionality and sensor accuracy. Commissioning Report Commissioning shall be documented in a report. The report shall be included with the project closeout documentation package.

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TRAINING Operations and Maintenance Training shall include a 4-hour training session at the Site or other location mutually agreed by the parties, and scheduled on a date and time mutually agreed by the parties and shall cover on the following topics: PV Systems Basics • Systems description • Components • Monitoring (performance website and monitoring) Site Safety • Array • Inverter • Other electrical components • Emergency Procedures (power outage, fire, earthquake, extreme weather) Commissioning • Warranty Coverage • Preventive Maintenance • Site Contacts

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ATTACHMENT B

CONSTRUCTION AND IMPLEMENTATION SCHEDULE

ConEdison Solutions shall perform the Services in compliance with the Construction and Implementation Schedule, including completing the Services required by the Substantial Completion Date, contingent on (a), (b) and (c). ConEdison Solutions has taken into consideration and made reasonable allowances for hindrances and delays incident to such Work not caused by District. A detailed Construction and Implementation Schedule is provided on the next page, with the understanding that the Construction and Implementation Schedule will be revised after (a), (b) and (c) of Article 2.1 of the Agreement have been met, to establish the Commencement Date for the Work.

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ATTACHMENT C

FORM OF CERTIFICATE OF SUBSTANTIAL COMPLETION

CONTRACT: Design-Build Agreement between the Richland-

Lexington Airport District (“District”) and Consolidated Edison Solutions, Inc. (“ConEdison Solutions”) dated _________________, 2016 (“Agreement”)

PROJECT NAME (“Project”): SUBSTANTIAL COMPLETION DATE: _________________________________________ DATE OF SUBSTANTIAL COMPLETION: The following Services were performed under the above-reference Agreement, and has been reviewed by each of the undersigned and found to be substantially complete: DEFINITION OF DATE OF SUBSTANTIAL COMPLETION The Date of Substantial Completion of the work or designated portion thereof is the date certified by the District when construction is sufficiently complete, in accordance with the applicable Agreement, so the District can utilize the Project for the use for which it is intended, as express in the Agreement. ConEdison Solutions agrees to, in good faith, perform the punchlist items attached hereto as Exhibit A in consideration of final payment. CONSOLIDATED EDISON SOLUTIONS, INC. By: ___________________________ Date: ___________________________ The District accepts the work as substantially complete. The District does hereby assume full possession thereof.

RICHLAND-LEXINGTON AIRPORT DISTRICT

By: ___________________________ Date: ___________________________

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CERTIFICATE OF SUBSTANTIAL COMPLETION (CONTINUED)

EXHIBIT A

PROJECT NAME: _________________________________ PUNCH LIST ITEMS:

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ATTACHMENT D

CONEDISON SOLUTIONS’ AND MANUFACTURER’S WARRANTIES ConEdison Solutions warrants, for a five (5) year period commencing upon the earlier of (i) the date on which Substantial Completion is achieved (the “Warranty Period”), that: (i) all materials, equipment and/or supplies furnished or procured by ConEdison

Solutions and/or incorporated into the Work will be new, of first quality, in conformance with the Scope of Work, and free from defects in design, engineering, construction, workmanship and materials, and shall perform in accordance with the Scope of Work;

(ii) the Work shall conform to the specifications, drawings, samples, descriptions and requirements contained in this Agreement.

Workmanship Warranty. ConEdison Solutions warrants that all Work performed pursuant to this Agreement shall be free from material defects in materials and workmanship (normal wear and tear excepted) during the Warranty Period. Without limiting the generality of the foregoing, District agrees that it shall cause the PV Systems to be operated as specified in the PV Systems O&M Manual. ConEdison Solutions shall have no obligation for breach of warranty to the extent such defects are the result of District’s own negligence or failure to operate or maintain the PV Systems as provided in the Systems O&M Manual. During the Warranty Period, District shall notify ConEdison Solutions of any defect or damage to the PV Systems as soon as practicable but in any event within thirty (30) days after the defect or damage becomes apparent. Correction of Defects. In the event any part or all of the Work fails to satisfy any of these warranties, upon timely written notice thereof from District, ConEdison Solutions shall, at no cost to District, promptly repair, replace, or re-perform the defective Work, at ConEdison Solution’s option, and do whatever else is necessary to cause the Work to satisfy all of the aforesaid warranties (including providing technical advisory services and labor to remove defective Work and Equipment and re-install conforming Work and Equipment). In case the Work (or any portion thereof) is in breach of the warranty set forth herein, ConEdison Solutions shall, at its own expense, either procure for District the right to continue using the equipment or the Work (or part thereof), replace any infringing parts with non-infringing parts (with no adverse effect to performance of the equipment or Work) or modify the equipment or Work (with no adverse effect to performance of the Systems) so that it becomes non-infringing. Administration of Manufacturer and Subcontractor Warranties. During the Warranty Period, ConEdison Solutions shall be responsible to perform warranty repairs and administer manufacturer and subcontractor warranty claims. Commencing on the expiration of the Warranty Period, District shall be responsible for enforcing all representations, warranties and guarantees that are still in effect from subcontractors or manufacturers, provided, however, that Contractor shall provide reasonable assistance to District, at no cost to District, in enforcing such representations, warranties and guarantees, when requested by District, including assigning to District all unexpired guarantees and warranties.

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Warranty Support Services. During the Warranty Period, District shall allow ConEdison Solutions to perform the following services in order to maintain the ConEdison Solutions’ Warranty: • Allow ConEdison Solutions access to remote monitoring data for solar facility

performance • Allow ConEdison Solutions to evaluate system and troubleshoot any underperformance

conditions, as it relates solely to ConEdison Solutions’ Warranty obligation herein, as identified by ConEdison Solutions

• Assist ConEdison Solutions with support for manufacturer warranty claims during the Warranty Period

MANUFACTURER WARRANTIES. ConEdison Solutions shall assign to District all express or implied warranties and guarantees, and all rights thereunder, relating to the PV Systems (or any part thereof) which ConEdison Solutions received from equipment manufacturers or suppliers and others effective as of ConEdison Solutions’ completion of all of its warranty obligations, provided, however, that such warranties shall be for at least the periods set forth below:

Inverter 20 years Panels 25 Years Equipment other than Inverter and Panels 5 Years

Notwithstanding any limitation in duration of the warranties above, ConEdison Solutions warrants that it shall remedy, any defects or breaches of warranty which appear prior to the expiration of one (1) years from the Substantial Completion Date (“Initial Warranty Period”)

After the Initial Warranty Period, District agrees to look to the equipment warranties during the warranty period provided by each manufacturer of the related equipment (each an "Equipment Warranty Period") with respect to the warranties set forth in this Attachment.

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richland-lexington airport district draft agenda ... · 02.02.2016 · february 4, 2016 i. ground...

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