WA ST Dept of Enterprise Services 3/5/2020

• AGREEMENT Now THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties agree as follows: 1. TERM. The term of this Agreement commences on the date of the last signature and ends December 31,2023. 2. STATEMENT OF WORK. A. ENERGY PROGRAM. Energy Program agrees to provide the following Services: i. Upon request by Client Agency for energy services for a specific Energy/Utility Conservation Project(s), the Parties shall execute an amendment to this Agreement to specify the project and associated project management fees as set forth by Attachment B. Enterprise Services shall furnish necessary personnel and services as specified and set forth in Attachment A,Project Management Services Scope of Work. ii. Assist in Dispute Resolution. Dispute resolution is an ongoing process throughout the project. However,this assistance does not include formal dispute resolution, arbitration or legal advice or representation in any legal action, and does not include legal fees and costs related to any dispute. Formal dispute resolution begins when a written claim is received demanding arbitration or other legal process is received. All formal dispute fees and costs will be borne separately by Client Agency. The Attorney General cannot and will not represent or advise a non-state agency. B. CLIENT AGENCY. Client Agency agrees to the following: i. Will conform to the protocols of this Agreement, including Enterprise Services' General Conditions for Washington State Energy Savings Performance Contracting("General Conditions"), and as supplemented. ii. Will conform to the requirements of the General Conditions for timely processing and approval of agreed upon changes to construction contracts involving cost, and for payment. iii. Will conform to the following guidelines for communications between Client Agency, Enterprise Services and ESCOs (Energy Services Company) through the design, construction and post-construction phases as outlined below: a) Communications between Client Agency, Energy Program Project Manager ("PM") and ESCO shall go through the PM. The PM may authorize exceptions for specific projects or situations. The PM may authorize the ESCO to communicate directly with Client Agency personnel to expedite the design and to avoid communication delays. This action does not authorize additional work, change in scope, or exclude copying all communications between ESCO and Client Agency to the PM. b) All drawings, specifications, reports, and project correspondence must contain the State Project Number and suffix. • The State Project Number consists of the fiscal year and a numerical sequence number,for example 2018-024,followed by an alphabetical suffix. INTERAGENCY AGREEMENT No.K6348 Page 2 (9-10-2018)