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<br />EXHIBIT D <br />FACILITY OPERATING PARAMETERS & <br />UTILITY SAVINGS CALCULATION METHODS <br />TECHNICAL SERVICE AGREEMENT <br />GENERAL <br />The Technical Service Agreement (TSA) will be provided to the Client for the first year and is included in the total <br />price of this Agreement. Services set forth under this agreement are outlined below. <br /> <br />SCOPE OF WORK <br />For each year the Technical Service Agreement is in force, the following work shall be completed under the TSA: <br /> <br />1. Site visits will be conducted two times each year. Visits will inspect and verify proper operation of FIM’s. <br />Visits will include operations review with staff and consulting for new insight and training on the new <br />technologies and/or procedures. <br /> <br />2. Annually a report will be provided to the Client. The report shall include reporting of measured and <br />verified FIM’s and will verify savings conformance with guarantees provided in the Agreement. <br /> <br />TERMS AND CONDITIONS <br />The TSA shall be in force for 12 months starting from the substantial completion of the last FIM to be completed, <br />or for 12 months from the Prior TSA agreement if the TSA agreement is renewed. This TSA agreement will <br />automatically renew for the next one-year period unless either party provides written notice of non-renewal to <br />the other party at least sixty (60) days prior to the end of the current term in force. <br /> <br />The total first year price for the Services is included in the Agreement price. The TSA Agreement price for <br />successive years starting in year two is indicated in the following table: <br /> <br />Year Escalation Fee <br />1 NA Included in Agreement <br />2 3.50% $8,000 <br />3 3.50% $8,280 <br />4 3.50% $8,570 <br />5 3.50% $8,870 <br /> <br />Any additional years will increase by 3.50% annually. <br /> <br />Payment shall be on an annual basis until the end of the Guarantee Term or until the Client terminates the on- <br />going services. Annual payment shall be invoiced at the end of the period. <br /> <br />Termination of the TSA can be done by the Client in writing any time prior to the start of work on the currant <br />years M&V report. Termination of the TSA automatically terminates the Guaranteed Energy Savings Agreement, <br />and renders the Contractor’s savings guarantee null and void. <br /> <br />Energy Saving Calculations: <br />Guaranteed energy savings shown in Exhibit A scope summary are based on calculations and assumptions <br />presented in this exhibit. Utility Cost Savings and/or unit savings provided in this exhibit may differ from those <br />provided in Exhibit A and Exhibit E. The Annual Guaranteed Savings Amount and/or unit savings provided in <br />Exhibit A and Exhibit E include a safety/risk factor. <br />EXHIBIT D Page 4 of 27 <br /> <br />