HomeMy WebLinkAboutJohnson Controls - Memo of Understanding - PRELIMINARY
RESOLUTION 2008-287
ADOPTED
DOC ID: 3683
THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2008-287 WAS
ADOPTED AT THE REGULAR MEETING OF THE SOUTH OLD TOWN BOARD ON
MARCH 11,2008:
RESOLVED that the Town Board ofthc Town of South old hereby authorizes Supervisor
Scott A. Russell to execute a Memorandum ofUnderstandinl! witb Johnson Controls. Inc.,
for the investigation and identification of possible energy efficiency or renewable projects, at no
cost to the Town, subject to the approval of the Town Attorney.
~"U'lca:;kw~'
Elizabetb A. Neville
Soutbold Town Clerk
RESULT: ADOPTED [UNANIMOUS]
MOVER: Albert Krupski Jr., Councilman
SECONDER: Vincent Orlando, Councilman
AYES: Ruland, Orlando, Krupski Jr., Wickham, Evans, Russell
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CONTR~LS
MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding (the "MOU") is to confirm the interest of Town of Southold
("Customer") in developing with Johnson Controls, Inc. ("JCI") a Performance Contract (the
"Program"). This MOU will also identify the anticipated outcomes of the Program, if
implemented, the roles and responsibilities of each party in developing a preliminary Business
Case.
1. CUSTOMER PROGRAM OBJECTIVES - The Customer has identified the following
objectives for the Program:
. Implement innovative energy technologies that set the town apart as a leader in seeking
out, and developing cost justified renewable energy projects.
. Make the existing town infrastructure and buildings energy efficient.
. Create a demonstration facility consisting of technologies with applicability to the region.
. Implement the energy measures contained in the L1PA report.
2. JCI PROPOSED SOLUTION - In response to the Program Objectives set forth above,
JCI will provide the Customer a preliminary business case that investigates and assesses the
following:
. The L1PA identified measures as well as looking into viable additional measures that may
exist in those facilities.
. Investigate other town infrastructure from an energy and renewable perspective and
identify possible energy efficiency or renewable projects.
. Identify technologies for the Town's demonstration project.
3. PRELIMINARY PROGRAM PROFORMA AND BUSINESS CASE DELlVERABLES.
Once JCI has completed the assessment described above, JCI will provide the Customer with
the following deliverables:
. Cashflow
. Findings
. Funding options
4. PROCESS - The parties agree to employ the following process in order to enable both
parties to expeditiously evaluate the potential benefits of the Program without excessive
speculative investment by JCI, or speculative commitment by Customer. The process shall be
as follows:
(a) The parties will jointly develop a Timeline that identifies each process step and related
milestone dates as set forth in the Timeline Attachment - "Commitment Dates and
Responsibilities" attached hereto and incorporated herein.
(b) Customer will provide JCI with current information so that JCI can determine whether
third party funding can be obtained to accomplish the objectives of the Program.
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(c) Within 30 days after the Customer's written approval of the preliminary Program
ProForma and Business Case, the following will occur:
i. Customer will engage a procurement to select the organization that most
closely matches the specific requirements of Customer.
5. OBLIGATIONS OF CUSTOMER - Customer agrees to cooperate with JCI in a diligent
and timely manner in accordance with this MOU in order to develop the preliminary
Program ProForma and Business Case described herein. Customer shall have no
financial obligations at this time, unless otherwise agreed in writing.
6. OBLIGATIONS OF JOHNSON CONTROLS, INC. JCI agrees to cooperate with
Customer in a diligent and timely manner in accordance with this MOU in order to
develop the preliminary Program Performa and Business Case described herein.
7. PUBLICITY. Except as required by law or regulation, neither party shall, without the
prior written consent of the other, make any public announcement or issue any press
release with respect to this MOU or the Program contemplated hereby. Any required
public announcements will be coordinated between the parties.
8. EFFECT OF MEMORANDUM OF UNDERSTANDING. The Parties do not intend this
MOU to be a legally binding agreement with respect to the developing the Program
contemplated herein, and the Parties intend to effect a legally binding agreement with
respect to the actual implementation of the Program only by the execution and delivery
of definitive written agreements. Nevertheless, the Parties intend to proceed in good
faith to attempt to develop the Program contemplated hereby.
9. MISCELLANEOUS
(a) This MOU constitutes the entire agreement between the Parties pertaining to the
specific subject matter hereof, and supersedes all prior agreements, understandings,
negotiations and discussions, whether oral, written or implied, of or between the Parties.
Neither Party hereto shall be bound by any oral or written agreements, representations,
warranties, statements, promises, information, arrangements or understandings not
speCifically set forth in this MOU.
(b) This MOU shall become effective on the last date executed below and shall continue in
force and effect until terminated by written notice provided by either Party or upon
expiration.
(c) This MOU and any disputes arising herefrom will be exclusively governed by the laws of
the State of New York. Any dispute arising out of or pertaining to this MOU, its
interpretation or any breach or default hereof which is not amicably settled between the
Parties within thirty (30) days shall be submitted to and settled by a court of competent
jurisdiction.
(d) All notices or consents required to be given or made by the Parties shall be sent to the
addresses set forth at the beginning of this MOU or such other address as may
established by notice hereunder, and shall be deemed received (i) if delivered by hand
or courier at the time of delivery; (Ii) if sent by registered mail, on the fifth business day
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after the date of registration receipt; and (iii) if transmitted by fax, at the time of
transmission. Such notices or consents shall be directed to:
CUSTOMER
Town of Southold
P.O. Box 1179
53095 Main Road
Southold, NY 11971-0959
Attention: Scott A. Russell, Supervisor
Fax: (631) 765-1823
JCI
Johnson Controls, Inc.
6A Aerial Way
Syosset, NY 11768
Attention: Danny Haffel
Fax: (516) 822-0592
8.6 Any schedules, attachments or exhibits referred to in this MOU shall be attached hereto
and form part of this MOU. Accordingly, any reference to the MOU is intended to
include the MOU together with any schedules, attachments and exhibits.
8.7 The section numbers and section headings in this MOU are inserted for convenience of
reference only and shall not be taken into consideration in the interpretation of the MOU
and shall not affect the rights and obligations of the Parties arising from the provisions of
the MOU.
8.8 This MOU may not be amended, except by an agreement in writing between the Parties.
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IN WITNESS WHEREOF the Parties have caused their duly authorized representatives to
execute this MOU, in duplicate, as of the date first above written.
Acceptance:
Johnson Controls, Inc.
Name
March 20,
~~1.J8
Title
Date
Date
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ATTACHMENT
COMMITMENT DATES AND RESPONSIBILITIES
I. PLANNING PHASE
a) Goals and Objectives Definition
b) Process Agreement
b) Customer Approved MOU
II. PRELIMINARY ANALYSIS PHASE
a) Information Gathering
b) Preliminary Survey and Analysis
c) Presentation of Performa and Business Case
d) Decision to Proceed
e) Issue Procurement Request (RFQ/RFP)
. Advertise
. Response Date
. Selection Complete
f) Approve Project Development Agreement
III. DETAILED ANALYSIS PHASE
a) Comprehensive Analysis / Engineering Study
b) Present Final Solution/Recommendations
IV. IMPLEMENTATION PHASE
a) Sign Final Agreement
b) Project Implementation
Acceptance: yfwn of Southold
~~
Name
Supervisor
Title
March 20, 2008
Date
5
Johnson Controls,
Inc.
Southold
complete
complete
3/18/2008
complete
3/21/2008
3/28/2008
3/28/2008
4/1/2008
4/4/2008
4/25/2008
4/30/2008
4/30/2008
7/30/2008
7/30/2008
8/15/2008
9/1/2008
Acceptance:
Johnson Controls, Inc.
Name
Title
Date