Documents › Board of Education, 2026-03-31

agreement 4 pages

LETTER OF INTENT TO DEVELOP AN ENERGY PERFORMANCE CONTRACT This Letter of Intent (hereinafter "LOI") is made between the Croton-Harmon UFSD located at 10 Gerstein Street, Croton-on-Hudson, NY 10520 (hereinafter "Customer") and Honeywell International Inc., having an office at 1979 Marcus Avenue, Suite 210, Lake Success, NY 11042 (hereinafter "Honeywell"). Customer and/or Honeywell individually or collectively will be referred to as "Party" or "Parties". 1. Term This LOI shall be effective for a term of three (3) months from the date of its execution. It is understood and agreed that the Parties may extend the term in writing by mutual agreement. 2. Scope Honeywell will develop a final energy performance contract which shall detail the scope of each proposed facility improvement measure and the guaranteed level of cost avoidance that will be achieved during the term of eighteen years as required by the NY State Education Department. Each energy conservation measure will be detailed per each building, and the savings projections shall be backed by detailed calculations. The energy performance contract cost will include the design and installation for the equipment included along with the required annual measurement & verification services to monitor the performance of the savings guarantee. The scope of work may include but shall not be limited to the following: a. Lighting and lighting controls, including fixture replacement and occupancy sensors b. All heating and cooling equipment c. Installation of computerized energy management systems d. Envelope components, such as roofs, windows, exterior doors, weatherization, and insulation e. Demand-limiting strategies including cogeneration f. Calibration and repair of temperature control systems g. Installation of renewable energy sources such as photo voltaic, wind, etc. The Buildings that we will be evaluated are as follows: CET Elementary School PVC Middle School Croton-Harmon High School Administration Building Transportation Building 3. Criteria Honeywell will provide the Customer with an energy performance contract which will consist of a finalized work scope, total installed cost, and associated energy cost savings, including capital and operational cost savings where applicable. The performance contract at a minimum will include the following: • The implementation cost for the total scope of work including all the required design and engineering fees related to the NY SED submission and approval process • A detailed description of each energy conservation measure with any exclusions or installation clarifications clearly defined and mutually agreed to by both Parties • A preliminary installation schedule commencing after NY SED approval of the energy performance contract and the Customer closing on a municipal lease that will provide funding for the contract and such schedule will have tasks and dates clearly identified • The annual measurement & verification fee required for purposes of the energy guarantee • The Customer will have no obligation to pay any sums to Honeywell for its services unless and until: (i) an energy performance contract is approved by the New York State Commissioner of Education; (ii) NY SED has approved State Building Aid at a ratio that the Parties mutually agree is sufficient to ensure no net cost to Customer for the proposed scope of work; (iii) the issuance of NY SED approval of proposed scope of work and/or building permit for the proposed scope of work, when required, based on the plans and specifications submitted for the proposed scope of work and the energy conservation measures to be installed and/or constructed (the “Work”); and (iv) Customer has secured funding for the Work at an interest rate that Customer is satisfied will ensure the proposed scope of work will have no net cost to Customer • A payment schedule for the proposed scope of work which shall include an initial payment following NY SED approval and the closing of municipal lease providing funding for the Work and then monthly progress payments (less 5% retainage) thereafter (against a specified schedule of values) • Detailed energy savings calculations for each proposed measure • If applicable, a list of building operating parameters (occupied and unoccupied periods, temperature set-points, etc.) used in our savings calculations • The identification of any available utility incentives, grants, and/or NYS building aid • Start-up, commissioning, and staff training for all new equipment • A one-year warranty on all equipment being installed under the energy performance contract period of one (1) year from the earlier of the date of first beneficial use or substantial completion of the energy conservation measure it supports • Adherence to all applicable NYS laws, rules, regulations, codes, and ordinances, including but not limited to all applicable NYS building codes and NY SED regulations • Abatement of any asbestos or other hazardous materials necessary for the installation and/or construction of the energy conservation measures included in the energy performance contract Upon completion of the comprehensive energy audit, Honeywell will submit its energy performance contract, which will be subject to the following criteria: (A) The project will be funded utilizing the following revenue sources: • Any utility incentives, grants, and/or NYS building aid dollars • Guaranteed energy cost avoidance dollars identified in the contract. This includes capital cost and operational cost avoidance, including elimination or reduction in outside contracts, reduction in maintenance and repair budgets, reduction of capital budgets and elimination or reduction of outside contractor repair calls. (B) The revenue sources identified above will be guaranteed to offset the total implementation cost along with the annual measurement & verification cost. Annual energy cost avoidance will be guaranteed for the first guarantee year and each subsequent year of the contract. Operational cost avoidance guarantees will be considered satisfied upon contract execution. (C) The District will finance the project through a tax-exempt municipal lease for up to an 18-year term. Once again, the revenue sources identified above will cover the costs of the lease for each year of the term. 4. Parties Intent The Parties agree that they have formed the mutual intent to enter into a binding and enforceable agreement, that the terms set forth are essential, are sufficiently definite to be enforced, and that during the term hereof, Honeywell and the Customer will work together in good faith to finalize any incidental terms through mutual negotiations. 5. Customer Intent In the event Honeywell provides a contract meeting the criteria stated in sections 3(A) and 3(B) above, Customer agrees to present the contract to their Board of Education for review and approval within 30 days upon settlement of the terms and conditions of the contract. 6. Proprietary Information The Parties agree that they will treat and keep all proprietary information furnished to either of them by the other Party confidential to the same extent and with the same degree of care and confidence as each Party handles its own proprietary information. All proprietary information furnished to either Party hereunder shall not be communicated to third parties (unless mutually agreed to in writing) during, or for one (1) year after expiration of, the period covered by this LOI, except this shall not apply to information that has become known to the public. Each Party agrees and undertakes that its employees who will have access to such proprietary information will be required not to communicate such information to third parties and will strictly observe and comply with such obligations. 7. Laws and Regulations This LOI shall be governed by the laws of the state of New York. 8. Indemnification and Limitation of Liability Each Party agrees to indemnify and hold the other party, and the other party’s consultants, agents, and employees harmless from all claims for bodily injury and property damages to the extent such claims result from or arise under the Party’s negligent actions or willful misconduct in performance related to this LOI. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL DAMAGES WHICH RESULT FROM, ARISE UNDER OR RELATE TO THIS LOI OR THE SERVICES PROVIDED UNDER THIS LOI. Honeywell shall have no responsibility to Customer or others for any use of the proposed contract or any other information provided by Honeywell unless it is implemented through a subsequently executed energy performance contract with Honeywell. HONEYWELL INTERNATIONAL INC. CROTON-HARMON UFSD By: By: Title: Title: Date: Date: