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CITY OF
m < @ MUSKEGON
Agenda Item Review Form
Muskegon City Commission
Commission Meeting Date: October 14, 2025 Title: Project Development Agreement with
Johnson Controls, Inc.
Submitted by: Dan VanderHeide, Public Works Department: Public Works
Director
Brief Summary:
Staff requests approval to enter into a contract with Johnson Controls, Inc. in the amouni of $554,104,
payment deferred, for engineering and project development services as described in the Project
Development Agreement.
Detailed Summary & Background:
An Energy Performance Contract (EPC}, is a financing mechanism where an Energy Service
Company (ESCO) installs, and in some cases maintains, energy-efficient equipment in a customer's
facility and is partially paid for the cost of the project with a portion of the energy savings generated.
The ESCO guarantees a level of energy savings over a specific period, and the customer pays for the
project in part through those savings, typically without upfront expenditures. EPCs are commonly
used by governments to fund energy efficiency and improvement projects in their facilities, and there
are laws in place in Michigan that regulate these activities.
In May of this year, staff issued an RFQ for an Energy Performance Contract Consultant, and the
Commission agreed with staff's recommendation and awarded to Johnson Controls, Inc. (JCI). Staff
recommended entering into this arrangement with goals of improving the DPW facility and making
energy-saving improvements to that facility and others throughout the City. JCI has spent the last 6
months or so working with staff to identify a scope of work that fits well within the framework of an
EPC, as well as makes progress on the City's needs and goals. The specific items of work proposed to
be included in this Project Development Agreement (PDA), a precursor to the EPC itself, are shown
on the included summary document, and are detailed in the agreement as well. One notable item
is preparing for the replacement of all residential water meters in the City (that have not recently
been replaced for other reasons), which is anticipated to increase water system revenue by several
percent by reducing errors.
It's important to know that at this time, staff is asking for approval to enter into a Project Development
Agreement (PDA), not the EPC itself. This agreement will include testing of equipment and meters,
preparation of plans for the improvements, and finalizing the details of the EPC and financing. During
the PDA process, staff will be asked to make a "go/no-go" decision about each scope item
depending on the improvements and finances that are developed for each scope item. The final
EPC may look slightly different than the scope items in the PDA, but staff and JCI anticipate they will
be similar in large part. These efforts are anticipated to include activities identified in the recently
adopted Climate Action Plan, with the goal of reducing the City's carbon footprint and seeing
energy savings.
While the specific ask is for $554,104, as broken down by fund on the attached summary, it's
important to note that amount is not actually due during the life of this agreement. The costs
associated with the PDA are deferred by JCI until the time the Energy Performance Contract is
entered into, likely late in the Spring of 2026. At that time, these engineering costs will be rolled into
the EPC and paid via the tax-free municipal lease (also known as a lease-purchase} that EPC's are
funded by.
Goal/Action Item:
2027 GOAL 4: FINANCIAL INFRASTRUCTURE - Maximized efficient use of existing infrastructure
Is this a repeat item?:
Explain what change has been made to justify bringing it back to Commission:
Amount Requested: Budgeted Item:
Fund(s) or Account(s): Budget Amendment Needed:
101, 590, 591 and 594 (See breakdown) Yes No x | N/A
Recommended Motion:
Move to approve staff to enter into a contract with Johnson Controls, Inc. in the amount of $554,104,
payment deferred, for engineering and project development services as described in the Project
Development Agreement.
Approvals: Name the Policy/Ordinance Followed:
Immediate Division Xx
Head
information
Technology
Other Division Heads x
Communication
Legal Review X
JCI Project Development Agreement
Total Deferred Cost: $554,104
Summary and Cost Breakdown
Water & Sewer (Funds 590, 591): $311,781
e Test approximately 60 large meters (23”), evaluating for repair or replacement
e Gather data and prepare for system-wide residential meter replacement
e Design the replacement of several AC units and one boiler at the Filtration Plant
e Perform remote leak detection, identifying potential locations for further investigation
e Analyze sewer manholes for inflow/infiltration, prepare for manhole lining project
DPW Facility (Fund 642): $163,034
e Design replacement of HVAC, electric & lighting, and building envelope review
e Space planning, with preliminary design of building renovations & fagade improvements
e Evaluate replacement of existing emergency backup generator
City Hall and Other (Funds 101, 594): $79,289
e Design replacement of existing chiller plant and associated pumping at City Hall
e Perform City Hall building envelope review (windows, doors, insulation, etc.)
e At Hartshorn Marina and select parks, evaluate lighting systems for LED conversion
e At City Hall, Central Fire, cemeteries and select parks:
o Evaluate plumbing fixtures for water-saving replacements
o Evaluate irrigation controllers and systems for smart, water-saving designs
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PROJECT DEVELOPMENT AGREEMENT
BETWEEN
City of Muskegon (Customer) Johnson Controls, Inc. (JCI)
1350 E. Keating Ave. AND 3312 Lousma Drive SE
Muskegon, MI 49442 Grand Rapids, MI 49548
The purpose of this Project Development Agreement (PDA) is to confirm the intent of Johnson Controls, Inc. (JCI) and the
City of Muskegon (Customer) to develop an energy performance contract in accordance with Michigan enabling legislation
Public Act 625 of 2012. This agreement will provide the basis of the scope of the PDA, the obligations of both parties, and
the intended outcomes and timeline.
1. Scope of Services
It is the Parties’ mutual understanding this Project Development Agreement will:
a) Provide for the development of Business Improvement Measures (BIMs) addressing the Customer’s
infrastructure that will generate economic benefit in the form, not limited to, utility savings, operational savings,
additional unbilled revenue and avoided capital expenditures. Where possible, JCI will assist the Customer by
providing additional improvements to reduce such items as deferred maintenance backlog or desired City
improvement measures not affordable otherwise. Listed herein is a list of Customer Priority BIMs. The Customer
Priority BIMs are listed in priority order in terms of importance to the Customer achieving their objectives. The
Customer acknowledges that the project may or may not include all the Customer Priority BIMs listed.
1. Public works building:
i. Space planning & remodeling of office area
ii. HVAC system redesigned in office area
iii. HVAC equipment replacement
iv. HVAC equipment controls, setback office area
v. Lighting retro/ replace to LED
vi. Lighting controls / sensors
vii. Building Envelope OHD seals, sweeps, etc.
viii. Vending machine control
ix. Domestic water retrofits
x. Replace the emergency backup generator
2. City Hall:
i. HVAC-Chiller
& Pump replacement
ii. Rebalance HHW system at VFD
iii. Building Envelope door seals, sweeps, etc.
iv. Irrigation updates to controller
v. Domestic water retrofits
3. Water Filtration Plant:
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i. Replace 1 Boilers & pumps with high eff. & Controls update
j. Replace lab AC - undersized
ii. Replace IT closet AC
v. Replace older R-22 AC units
4, Water Distribution:
i. Water Meter Replacement
ii. Potential right sizing/right-typing of existing meters
iii, Other potential usage of the AMI network (remote shut-off valves)
iv. Customer Portal for end-users
v. Inventory of Lead Service Lines
vi. Leak detection solution
5. Sewage Collection:
i. Select Manholes to be rehabilitated for Inflow & Infiltration (I/I) reduction.
6. Central Fire Station #3:
i. Irrigation updates to controller
7. Cemeteries:
i. Irrigation updates to controller
8. Hartshorn Marina:
i. Lighting retro/ replace to LED
ii. Domestic water retrofits
iii. DHW heaters replacement
9. Select Parks in the City:
i. Domestic water retrofits
ii, Irrigation updates to controller
b) Assist the Customer in arranging for project financing.
c) Provide details for a comprehensive water meter replacement program to include the following:
i. Utility Billing Extract used to create the water model and determine project benefits.
1. Data will be used to identify accounts that may be billed incorrectly for further investigation.
2. Identify possible meter right typing candidates.
3. Generate anticipated project benefits based on the billing system extract and mutually
agreed-upon meter accuracy expectations for meter sizes 2” and smaller. JCI will not test any
meters which are 2” or smaller in size for the purposes of determining the accuracy of
existing meters.
ii. Large Meter Survey
1. Survey and audit large water meters and settings to determine which large water meters
may be tested, which large water meters are correctly typed for the current application, and
which large meter settings need improvement. For the purpose of this Agreement, large
water meters are defined as 1.5 or 2” compound, 1.5” or 2” turbine, 3” and larger meters.
Fire line meters (meters which only serve fire services and do not provide domestic water
supply) shall be excluded from the survey. The quantities to be surveyed are as follows per
information that was received from the customer during our preliminary analysis:
Meters size, Known quantity
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a. 1.5” (0)
b. 2” (0)
c. 3" (37)
d. 4" (38)
e, 6" (12)
f. 8" (1)
g. 10" and larger (1)
If additional quantities of large water meters are found, JCI may request a change order
to this Agreement.
2. JCI may request that the Customer's staff to provide and install water isolation valves at
certain locations for the purpose of testing the water meter at that facility,
3. JCl requires that the Customer provide an escort during the large meter survey and testing.
iii. Large Meter Testing
1. JCI shall attempt to test up to sixty (60) large water meters in the Customer’s system
assuming that the large meter survey finds sixty (60) meters that are able to be tested. In
order for a large meter to be a candidate for large meter testing, the following criteria must
be met:
a. Aworking inlet valve
b. Aworking outlet valve
c. Anaccessible test port or backflow device
d. The ability to isolate the meter so that no flow shall pass through the meter
during large meter testing efforts
e. The ability to temporarily shut down water service to the existing customer
unless there is an existing bypass which can be opened and utilized during our
large meter testing efforts
If JCl does not find sixty (60) large meters that are able to be tested during the large meter
survey, JCI shall test the maximum number of large meters that are possible to test.
2. Large water meter testing requires coordination with both the Customer and the end user.
Customer shall be responsible for scheduling large meter tests with the owners of meters
which are selected for testing.
3. Ifa water meter isolation valve has failed, JCI may request the Customer to replace that
valve. JCI requests that the Customer exercise the large water meter isolation valves prior
to the start of large water meter testing.
4. l|falarge water meter is tested and found not to meet the AWWA M6 Manual New Meter
Accuracy Standard of 100% +/- 1.5%, and if repair parts for this meter are readily available,
JCI will inform the Customer and request permission to repair the meter while the large
meter testing crew is on site. JCI will provide the Customer with an estimate of the cost to
repair the meter (parts and labor) at that time. Once the repairs have been completed, JCI
will re-test the water meter to verify that the accuracy of the meter has been restored. At
the end of the meter testing effort, JCI will submit a detailed change order to the existing
Project Development Agreement (PDA) between the Customer and JCI for the cost of
repairing any inaccurate large water meters.
iv. Customer shall furnish to JCI, upon its request, the following information:
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1. Abilling system data extract. Billing and consumption information shall be provided for each
account and shall be in a Tab or pipe delimited format with the first line of the file being a
header line to denote the data in each column. Comma delimited can be used if commas are
not used in the Actual Field Data as this causes import issues. JCI requires a minimum 24
months of data which shall include the Customer’s preferred base year for the project (i.e. a
year that is considered by the Customer to demonstrate “typical” and “repeatable”
consumption). This file should include Water, Sewer, Reclaim, and Irrigation accounts. If any
meters are non-revenue meters and do not have a separate rate code, please identify them
in a separate list. Also, please identify any Sewer Only Accounts.
Note: The script or report used to provide this data extract should be available on an
ongoing basis, so that this data format can be requested and delivered for
monthly/quarterly analysis, for whatever period the data is needed.
See Appendix A for detailed Information that is requested for each account
Descriptions of any changes in the utility infrastructure or any of its operating systems.
3. Water quality test results.
All operational cost records for relevant (Customer) infrastructure and services that will be
impacted by the project.
5. Descriptions of relevant operational or maintenance procedures utilized by (Customer).
6. Copies of available historical water audits.
7. List and location of manholes rated as Risk of Failure S-Highest per the 2017 Manhole
Condition (Customer) Survey , clarifying any manholes that should be removed from the
audit and reason (e.g. already rehabilitation, demolition scheduled)
8. Traffic control as needed for I&! survey
9. Any other pertinent information as requested by JCI, if any.
2. Development Schedule
It is the intent and commitment of all parties identified in this Agreement to work diligently, and cause others to work
diligently under their direction to achieve the Milestone Schedule identified herein:
Milestone* Completion Date
JCI provides PDA 09.11.25
Execution of PDA 09.19.25
JCI Commences on-site work 09.22.25
JCI performs M&V workshop #1 09.22.25
Water Meter Workshop, portal, remote disconnect 09.22.25
JCI Receives complete database extract 09.26.25
JCI detailed site surveys commence 09.29.25
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Manhole Rehab kick off 10.01.25
Lighting Survey 10.03.25
Manhole Rehab survey 10.06.25
A&E workshop on refurbishment scope 10.06.25
Onsite Large Meter Audit 10.07.25
On site measurements & loggers data gathering for HVAC 10.10.25
Mechanical, controls scope surveys, building envelope & water 10.17.25
retrofit surveys onsite
JCI Present Preliminary go/no go scope review 11.07.25
JCI to complete meter testing program 12.8-19.25
JCI perform M&V workshop #2 01.16.26
Workshop with City to discuss final project 02.13.26
Legal Review of City Completion 02.20.26
Presentation to City Officials 02.27.26
Contract Approval and execution March 2026
*These milestones may be modified by subsequent work plans mutually agreed upon by both parties.
3. Deliverables
Upon completion of the project development, JCI shall deliver to the Customer:
a) Awritten description of each BIM proposed to be implemented. A list of the specific improvements and
operational efficiency measures that JCI proposes.
i. A projection of potential cost savings
ii. | An estimate of the inflow and infiltration reduction resulting from manhole rehabilitation project; (for
purposes of this study, we will use an agreed upon infiltration rate). Parties will mutually agree to
baseline. Inflow and infiltration flow into manholes will not be tested pre and post retrofit.
iii. | An estimate of the improved system accuracy and resulting increased billable revenues; (for purposes of
this study, we will use an agreed upon, meter accuracy, baseline, and tier structure). Parties will mutually
agree to small and intermediate meter baseline and accuracy gains. These will not be sampled or tested.
iv. A projection of improved system accuracy and resulting billable revenues for large water meters that are
tested as part of project development along with accuracy results from those testing efforts.
v. | Asummary of the cost required to realize the proposed improvements.
b) A formal offer in the form of a guaranteed savings contract to execute the project (see Paragraph 6:
Implementation Agreement).
c) A financial pro forma cash flow documenting the proposed project. The pro forma will include applicable annual
costs and benefits that affect the project outcome such as financing, energy, water, sewer, labor, maintenance,
and any added capital contributions.
d) Apreliminary schedule for implementation of the project.
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e) Asummary of the Measurement & Verification plan, including proposed IPMV protocols, such as Option A, B, C,
or D that will be used for each BIM.
JCI in its Scope of Services under this Agreement takes no responsibility for: (i) increasing the capacity of backup or
emergency power supplies; (ii) identification or remedy of any existing noncompliance; (iii) evaluation and/or design of
improvements necessary to address (A) conditions not identified or accounted, or (B) emerging contaminants in solids,
including but not limited to, pharmaceuticals, microplastics, and per- and polyfluoralky substances (PFAS) (“Emerging
Contaminants”); and (iv) the handling, disposal or removal of hazardous substances or Emerging Contaminants in
equipment, materials, or the environment, provided, however, that nothing in this paragraph shall limit JCI’s liability for its
negligence or willful misconduct, or failure to perform its expressly assumed obligations under this Agreement in
accordance with applicable professional standards.
4. Customer Priority BIMs
This section left blank intentionally.
5. Records and Data
During the project development, the Customer will furnish to JCI upon its request, accurate and complete data
concerning current: system performance data if available; costs; budgets; facilities requirements; future projected loads;
system operating requirements; collective bargaining agreements; etc.
JCI will provide a separate document with a formal request for the required information shortly commencing onsite
activities. The Customer shall make every effort to provide that information within 5 days of request.
6. Preparation of Implementation Agreement
JCI will develop the framework of the subsequent Implementation Agreement and the Financing Agreement if
applicable. JC] and Customer shall work diligently during the project development to complete and populate contract
documents. The form of the documents will vary depending on Customer requirements, state statute where applicable
and JCI requirements, but where prudent shall utilize JCI standard documents.
7. Project Development Cost and Payment Terms
Customer agrees to the cost for JCI to provide project development services identified here in is $554,104 (Five hundred
fifty-four thousand, one hundred and four dollars) and is payable within 60 days after JCI provides the Deliverables
identified herein.
However, Customer will have no obligation to pay this amount if JCI and the Customer enter into the Implementation
Agreement (outlined in Paragraph 6) within 60 days after JCI provides the Deliverables. Costs for project development
will be transferred to the total cost of the implementation Contract and be subject to the payment terms outlined in the
Contract.
Obligation to pay if JCI satisfies requirements - Customer shall pay the amount indicated if JCI satisfies the requirements
set forth in Paragraph 3 “Deliverables” and the Customer elects not to implement a project with JCI.
Obligations of Customer - To work with JCI in a diligent and timely manner according to the co-authored Timeline to
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develop the engineering study. Provide open disclosure of information required to do an accurate assessment and
properly position JCI with any other pertinent data to insure a cooperative and successful effort. Failure of the Customer
to meet the agreed upon milestones in Section 2 “Development Schedule” does not void JCI’s claim on the PDA cost.
8. Insurance and Indemnity
JCI shall maintain insurance in the amounts set forth below in full force and effect at all times until the PDA scope of
work has been completed and shall provide a certificate evidencing such coverage promptly following Customer's
request therefor. Customer shall be named an additional insured as to the CGL coverage.
COVERAGES LIMITS OF LIABILITY
Workmen's Compensation Insurance or self- Statutory
insurance, including Employer's Liability
Commercial General Liability Insurance $5,000,000 Per Occurrence
$5,000,000 Aggregate
Comprehensive Automobile Liability Insurance $5,000,000 Combined Single Limit
The above limits may be obtained through primary and excess policies and may be subject to
self-insured retentions.
Neither JCI nor the Customer will be responsible to the other for any special, indirect, or consequential damages. JCI’s
liability under this agreement, regardless of the form of action, shall in no event exceed the amount of JCI’s cost to provide
project development services under Paragraph 7 (Project Development Cost and Payment Terms).
9. Disputes
If a dispute arises under this Agreement, the parties shall promptly attempt in good faith to resolve the dispute by
negotiation. All disputes not resolved by negotiation shall be resolved in accordance with the Commercial Rules of the
American Arbitration Association in effect at the time, except as modified herein. All disputes shall be decided by a
single arbitrator. A decision shall be rendered by the arbitrator no later than nine months after the demand for
arbitration is filed, and the arbitrator shall state in writing the factual and legal basis for the award. The arbitrator shall
issue a scheduling order that shall not be modified except by the mutual agreement of the parties. Judgment may be
entered upon the award in the highest State or Federal court having jurisdiction over the matter. The prevailing party
shall recover all costs, including attorney’s fees, incurred as a result ofthis dispute.
10. Confidentiality
This agreement creates a confidential relationship between JCI and Customer. Both parties acknowledge that while
performing this Agreement, each will have access to confidential information, including but not limited to systems,
services or planned services, suppliers, data, financial information, computer software, processes, methods, knowledge,
ideas, marketing promotions, current or planned activities, research, development, and other information relating to the
other party (“Proprietary Information”). Except as authorized in writing both parties agree to keep all Proprietary
Information confidential. JC| may only make copies of Proprietary Information necessary for performing its services.
Upon cessation of services, termination, or expiration of this Agreement, or upon either party’s request, whichever is
earlier, both parties will return all such information and all documents, data and other materials in their control that
contain or relate to such Proprietary Information. The parties stipulate that this agreement does not supersede laws and
regulations that require the Customer to maintain or disclose certain information due to the Customer’s status as a
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municipal corporation incorporated in the state of Michigan.
JCl and Customer understand that this is a confidential project and agree to keep and maintain confidentiality regarding its
undertaking of this project. JCI shall coordinate its services only through the designated Customer representative and shall
provide information regarding this project to only those persons approved by Customer. JCI will be notified in writing of
any changes in the designated Customer representative.
11. Miscellaneous Provisions
Any evaluation or implementation of disinfection or related technology is intended to be used as a tool for helping
Customer manage its response to the unknown and challenging environment in which Customer is working to address
the unprecedented COVID-19 pandemic, or to be prepared for future outbreaks of COVID-19 or other pandemics. JCI
cannot guarantee that the products provided will prevent the spread of COVID-19 or any other disease or keep any
person safe. JC] EXPRESSLY DISCLAIMS ANY WARRANTY THAT THE PRODUCTS WILL ELIMINATE, PREVENT, TREAT OR
MITIGATE THE SPREAD, TRANSMISSION, OR OUTBREAK OF COVID-19 OR ANY OTHER PATHODEN, DISEASE, VIRUS, OR
OTHER CONTAGION.
This Agreement cannot be assigned by either party without the prior written consent of the other party. This Agreement
is the entire Agreement between JCI and the Customer and supersedes any prior oral understandings, written
agreements, proposals, or other communications between JCI and the Customer. Any change or modification to this
Agreement will not be effective unless made in writing. This written instrument must specifically indicate that it is an
amendment, change, or modification to this Agreement.
This document represents the business intent of both parties and should be executed by the parties who would
ultimately be signatory to a final agreement.
JOHNSON CONTROLS, INC. CITY OF MUSKEGON
BY Bradford G. Estadt BY Dan VanderHeide
< 0
Signature Gi eeCS im Signature |.» \ huderfledd ».
Title General Manager — Sustainable Infrastructure | "tle Director of Public Works
Date 19 [16/2025 Date October 15, 2025
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Appendix A:
Information requested for each account:
Municipality
Account Number
Account Sequence - (optional and if applicable)
Meter Sequence - (optional and if applicable)
Cycle Code - (optional and if applicable)
Route Code - (optional and if applicable)
Sequence - (optional and if applicable)
e Latitude - (optional and if applicable)
© Longitude - (optional and if applicable)
e Customer Name (optional but highly recommended)
e Service Address (location of the Meter)
e Billing Address (if different than the Service Address)
e Zip Code
e Account Status (Active, Inactive, etc.)
e Date of last Status Change (when account become inactive. If Possible)
e Service Class (Water, Irrigation, Sewer)
e Rate Code (Assigns Rate Structure to the Account' s Service Class) - (Please provide one line of data
per rate code)
o Water, Sewer, Irrigation
e County Code Indicator (Inside/Outside) -If this exists
e Service Classification (Water, Sewer, etc.)
e Meter Size (0.625, 0.5,0.75, 1,1.25,1.5,2, or 5/8,1/2,3/4,1,1 1/2, etc.)
e Meter Manufacturer (optional but highly recommended)
e Meter Serial Number ((for water meter and associated sewer account))
e Register ID #
© Radio ID # (ERT, SmartPoint, MIU, etc.)
© Install Date (preferred format mm/dd/yyyy)
e Meter Location Information (optional)
e Meter Read Date - (preferred format mm/dd/yyyy)
e Current Register reading (Need to know meter registration; gals, kgals, cu.ft., etc)
© Bill Units (gals, kgals, cu. ft., etc)
© Billed Consumption
e Multiplier (if used)
e Usage
/ Billed consumption (Need to know billed units; gals, kgals, cu.ft., etc)
e Bill Amount (For each rate code item - only include direct charges for amount consumed and do not
include taxes, late charges, fees, etc.)
© Reading Type (estimated or actual, if available)
e Multi-Units -the number of units served by one meter on an individual account, if used to calculate
either water or sewer billing revenue (if applicable). Ex: 150 units served by one 2" meter supplying a
condominium complex.
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