HomeMy WebLinkAboutStaff Report 5.B 08/03/2015� F
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DATE:
FROM:
Agenda Item #5.B
August 3, 2015
Honorable Mayor and Members of the City Council through City Manager
Dan Sit J , Director of Public Works and Utilities
SUBJECT: Resolution Authorizing the City Manager to Execute Loan Documents with
Pacific Gas and Electric for the On -Bill Financing Loan Agreement Program for
LED Streetlight Retrofits
RECOMMENDATION
It is recommended that the City Council adopt the attached Resolution Authorizing the City
Manager to Execute Loan Documents with Pacific Gas and Electric for the On -Bill Financing
Loan Agreement Program for LED Streetlight Retrofits.
BACKGROUND
The City owns and maintains 5,391 streetlights. While high pressure sodium (HPS) street lights
are the most common type of street lighting in the City, the technology is antiquated and has high
operation and maintenance costs. Converting HPS lights to Light Emitting Diode (LED)
technology to reduce power consumption and maintenance costs is the goal of the proposed
Council action. The benefits of LED lighting include better light quality, lower energy
consumption, and longer fixture life. Recognizing the benefits of LED streetlight technology, the
City has adopted a new LED street light standard that has been implemented in new
developments. The City completed its first LED retrofit project in 2012 using the American
Recovery and Reinvestment Act of 1009 (ARRA) funding, in which 138 streetlights were
replaced at a cost of $78,855.
Public streetlights are not normally metered individually. Instead, Pacific Gas & Electric
(PG &E) charges the City a fixed monthly rate for each street light based on fixture type and size
and the assumption of 4,100 annual operating hours for the bulb wattage. The LED streetlight
annual operating hours will remain the same, but the calculated annual kilowatt -hour usage for
the same lighting level is lower than the HPS streetlights, resulting in a reduction in monthly
charges. The estimated reduction in monthly charges will be used to pay for the lighting upgrade.
PG &E developed an "On -Bill Financing" loan program (OBF) to allow municipalities to
implement energy efficiency projects that can pay back the initial project cost through savings on
the monthly energy bill within a ten year time frame. The program will loan municipalities up to
one million dollars for qualified projects where the energy savings will pay back the loan within
one - hundred and twenty (120) months. Once the energy efficiency projects have been fully
implemented and approved by PG &E, the utility bill for the affected meter will be set at a pre -
project typical monthly amount and the term of reimbursement will be calculated based upon the
estimated savings. Petaluma used this program for the Swim Center Energy Efficiency Project
and interior lighting retrofits for five City facilities.
DISCUSSION
The subject project proposes to convert 733 existing City -owned streetlights from HPS to LED,
located along major arterial streets within the City including:
• Bodega Avenue
• D Street
• Petaluma Boulevard North
• Petaluma Boulevard South
• East Washington Street
• Lakeville Street
• Corona Road
• McDowell Boulevard North
• Sonoma Mountain Parkway
• Rainier Avenue
• Ely Boulevard South
• McDowell Boulevard South
• Caulfield Lane
• Casa Grande Road
Staff selected these major streets because the multiple lanes and higher traffic speed requires
more illumination which requires higher wattage fixtures. By converting higher wattage HPS
fixtures to LED, the City achieves larger energy reductions and greater financial benefit.
Additionally, streetlights within these high traffic corridors are more difficult to maintain due to
of traffic control requirements. Because LED fixtures extend the maintenance intervals compared
to HPS, this will reduce staff costs for bulb replacement and other routine maintenance.
Through their OBF Program, PG &E allows government agencies to make facility energy
improvements without large outlays of cash. PG &E will finance the project at 0% interest, and
allow the City to pay back the loan through the realized energy savings on monthly utility bills.
Government agencies may qualify for individual project loans up to $250,000 with loan
repayment periods up to 10 years. Replacement of 733 streetlights will maximize the $250,000
loan limit.
Participation in the program requires the City to execute a loan agreement with PG &E. PG &E
will purchase the LED fixtures, install the fixtures through a third -party contractor, and provide
field verification once completed. PG &E manages all project construction tasks, including hiring
the low -bid contractors, disposing of existing fixtures, and construction oversight. The
Contractor is responsible for bearing all of the project costs up -front and is reimbursed by PG &E
when construction is complete and PG &E has inspected, tested and accepted the retrofits. The
2
new LED fixtures will have a ten -year warranty on the fixtures, twelve -year warranty on the
photo controls, and a one -year warranty on the installation.
Staff has submitted the program application forms to PG &E which performed field audits to
confirm the scope of work and develop total project costs, and estimated rebate and energy
savings. The finalized scope of work is documented in PG &E's On -Bill Financing Loan
Agreement for the total cost, rebates, monthly payment, term and number of payments, included
as Attachment 2. The project will save an estimated $57,355.54 per year, resulting in a simple
payback of 4.31 years for the project. The cost savings take into account the lower power
generation costs provided by the Sonoma Clean Power Authority. The final loan will be based on
actual construction costs and final verification of energy savings and is expected to be close to
the estimate in the loan agreement.
The City Council approved joining with the Sonoma Clean Power Authority (SCPA) in 2015,
which offers the Sonoma Clean Power Community Choice Aggregation program to residents,
businesses, and institutional customers. This new power supplier does not affect PG &E's OBF
program and the loan agreement remains the same. SCPA customers, including the City, will
continue to receive one bill from PG &E with SCPA power generation charges and PG &E
customers' transmission, distribution, and customer services charges. The OBF program is
funded from a public goods charge included in all PG &E billing statements to fund projects that
reduce energy consumption.
This project continues the City's commitment to implement energy efficiency retrofits to reduce
energy use and the corresponding greenhouse gas emissions (GHG). Staff will develop
subsequent LED streetlight retrofit projects to continue saving energy and reducing GHG's. The
project supports goals outlined in the City's General Plan by preserving and improving the
natural and built environment, protecting the health of its residents and visitors, maximizing
energy - efficiency and fostering its economy.
FINANCIAL IMPACTS
PG &E has provided a preliminary cost estimate of $284,031 for this work. They projected a
saving of 307,666 kilowatt -hour per -year which will reduce the utility bill approximately
$57,533.54 every year. A portion of the costs for this project will be subsidized by a PG &E
rebate of $36,120, which lowers the total loan amount to $247,911. The total loan from PG &E
will be paid back on the monthly bill by a fixed monthly loan payment of $4,677.57 for 53
months. The monthly payment credit will not increase the City's monthly cost above a pre -
project typical monthly amount. After 53 months, the City would realize the full savings of
$4,677.57 per month with no out -of- pocket to build the project. The city would be responsible
for its cost of project management and contract administration.
ATTACHMENTS
1. Resolution
2. PG &E General On -Bill Financing Loan Agreement
3. PG &E Products and Services Agreement
Attachment 1
RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE LOAN
DOCUMENTS WITH PACIFIC GAS AND ELECTRIC FOR THE ON -BILL
FINANCING LOAN AGREEMENT PROGRAM FOR LED STREETLIGHT
RETROFITS
WHEREAS, the City owns and maintains 5,391 high pressure sodium (HPS) streetlights; and
WHEREAS, HPS streetlights are not energy efficient, have high operation and maintenance costs;
and
WHEREAS, Light Emitting Diode (LED) lighting consumes less energy than HPS lighting,
which reduces energy costs and maintenance requirements as compared to HPS bulbs; and
WHEREAS, the City adopted a new LED street light standard for new streetlights; and
WHEREAS, City staff worked with PG &E to analyze energy usage of the streetlight system and
identify the priority streetlight locations to increase energy efficiency; and
WHEREAS, staff is proposing to convert 733 existing City -owned streetlights from HPS to LED
through an agreement with PG &E; and
WHEREAS, the streetlights targeted for replacement are located along the following major streets
within the City: Bodega Avenue, D Street, Petaluma Boulevard North, Petaluma Boulevard South,
East Washington Street, Lakeville Street, Corona Road, McDowell Boulevard North, Sonoma
Mountain Parkway, Rainier Avenue, Ely Boulevard South, McDowell Boulevard South, Caulfield
Lane, and Casa Grande Road; and
WHEREAS, PG &E has a "turn -key" program that utilizes their Energy Efficiency Retrofit Loan
Program, called On -Bill Financing (OBF), where PG &E will finance the project at 0% interest, and
the City will pay the loan through the realized savings on the monthly utility bills; and
WHEREAS, PG &E has implemented a competitive process to select LED products and installation
services in order to offer a turn-key program to their customers; and
WHEREAS, participation in the Turnkey Program requires the City to execute an agreement
with PG &E and complete paperwork for billing and rebates; and
in
WHEREAS, California Government Code Sections 4217.10 - 4217.18 allow the City to pursue
an alternative procurement process for "energy services contracts" and "energy financing
contracts" if it finds it best serves the City interest; and
WHEREAS, the City Council considered the proposed contracts at a public hearing during a
regularly scheduled meeting on August 3, 2015, public notice of which was given at least two
weeks in advance; and
WHEREAS, the Project is categorically exempt from the California Environmental Quality Act
( "CEQA "), pursuant to Title 14, California Code of Regulations, section 15301 ( "CEQA
Guidelines "), as the operation, repair, maintenance and /or minor alteration of existing public
facilities with negligible or no expansion of use.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City hereby:
1. City Council hereby finds based upon the City staff report and presentation, and public
hearing, that the Agreement is a qualified energy financing contract and that entering into
the Agreement is in the best interest of the City, that public notice was properly given,
and that funds for the repayment are projected to be available from revenues available
from funding that would otherwise have been used for purchase of electrical energy.
2. Authorize and approve an agreement by and between PG &E and the City of Petaluma, a
municipal corporation, to purchase and install 733 LED streetlights.
3. Authorize the City Manager to take all actions to effectuate this agreement for and on
behalf of the City of Petaluma, including execution, if necessary, in substantially similar
form to the agreement attached hereto. and incorporated by this reference as Exhibit "A,"
subject to minor modifications by the City Manager or City Attorney ( "Agreement ").
4. Approves the LED Streetlight Retrofit Project budget in the amount of $261,000.
5. The amount of the PG &E loan and repayment to be covered by the Agreement shall be
set pursuant to provisions in the attached Agreement, but shall not exceed $250,000, (two
hundred and fifty thousand dollars) and the maximum term of the PG &E loan of 10 years
(ten years), unless adjusted by PG &E and the City pursuant to the Agreement.
5
Attachment 2
Pacific GENERAL OFF -BILL AND ON -BILL
Electric Company` FINANCING LOAN AGREEMENT
The undersigned customer ( "Customer") has contracted for the provision of energy efficiency /demand response equipment and services
(the "Work ") which qualify for one or more of PG &E's applicable rebate or incentive programs. Subject to the conditions (including the
process for Adjustment and preconditions to funding) set forth below, Pacific Gas and Electric Company ( "PG &E ") shall extend a loan
(the "Loan ") to Customer in the amount of the loan balance (the "Loan Balance ") pursuant to the terms of this On -Bill Financing Loan
Agreement ( "Loan Agreement ") and PG &E's rate schedules E -OBF and /or G -OBF, as applicable (the "Schedule ").
To request the Loan, Customer has submitted a completed On -Bill Financing Application and associated documentation as required by
PG &E (the "Application "). Collectively the Application and this Loan Agreement (including any Adjustment hereunder) comprise the
"Agreement ".
1. Customer shall arrange for its Contractor, as identified at the end of this Agreement ( "Contractor'), to provide the Work as
described in the Application.
2. The estimated Loan Balance is set forth below. The total cost of the Work as installed, rebate /incentive for qualifying energy
efficiency measures, Loan Balance, monthly payment, and loan term specified in this Loan Agreement may be adjusted, if
necessary, after the Work and the post - installation inspection described in the Application and /or herein are completed (the
"Adjustment'). The Adjustment will be calculated using the actual total cost of the Work, as installed, and the estimated
energy savings (as described in the Application) of such Work. In no event will the Loan Balance be increased without
Customer's written consent, even if Customer is eligible for such increased Loan Balance. Moreover, in no event will the Loan
Balance exceed the maximum loan amount stipulated in the Application. Customer understands that in order to be eligible for
the Loan, the initial Loan Balance for Work may not fall below the minimum loan amount, nor may the payback period exceed
the maximum payback period. Accordingly, if after the Adjustment, the Loan Balance falls below the minimum loan
amount or if the simple payback period exceeds the program maximum payback period, each as described in the
Application, PG &E shall have no obligation to extend the Loan, as the Work would not meet program requirements.
The Adjustment described in this paragraph will be communicated to the Customer in writing and will automatically become
part of this Loan Agreement, except that any proposed increase in the Loan Balance will only become part of this Loan
Agreement upon Customer's written consent to such increase.
3. PG &E shall have no liability in connection with, and makes no warranties, expressed or implied, regarding the
Work. Customer will be responsible for any and all losses and damage it may suffer in connection with, and any
claims by third parties resulting from, the Work. Customer shall indemnify and hold harmless PG &E, its affiliates, and
their respective owners, officers, directors, employees and agents thereof, from and against all claims, demands, liabilities,
damages, fines, settlements or judgments which arise from or are caused by (a) any breach of the Agreement by Customer; (b)
any defects or problems with the Work, or the failure of the Work to deliver any anticipated energy efficiencies; (c) Customer's
failure to pay any amount due or claimed by Contractor with respect to the Work; or (d) the wrongful or negligent acts or
omissions of any party (including Contractor) in the conduct or performance of the Work.
4. Customer represents and warrants that (a) Customer is receiving this Loan solely for Work obtained in connection with
Customer's business, and not for personal, family or household purposes; (b) Customer, if not an individual or a government
agency, is duly organized, validly existing and in good standing under the laws of its state of formation, and has full power and
authority to enter into this Agreement and to carry out the provisions of this Agreement. Customer is duly qualified and in good
standing to do business in all jurisdictions where such qualification is required; (c) this Loan Agreement has been duly
authorized by all necessary proceedings, has been duly executed and delivered by Customer and is a valid and legally binding
agreement of Customer duly enforceable in accordance with its terms; (d) no consent, approval, authorization, order,
registration or qualification of or with any court or regulatory authority or other governmental body having jurisdiction over
Customer is required for, and the absence of which would adversely affect, the legal and valid execution and delivery of this
Loan Agreement, and the performance of the transactions contemplated by this Loan Agreement; (e) the execution and delivery
of this Loan Agreement by Customer hereunder and the compliance by Customer with all provisions of this Loan Agreement: (i)
will not conflict with or violate any Applicable Law; and (ii) will not conflict with or result in a breach of or default under any of the
terms or provisions of any loan agreement or other contract or agreement under which Customer is an obligor or by which its
property is bound; and (f) all factual information furnished by Customer to PG &E in the Application and pursuant to this
Agreement is true and accurate.
Form 79 -1118
Advice 3370 -G / 4200 -E
March 2013
5. The Application must include the Federal Tax Identification Number or Social Security Number of the party who will be the
recipient of the checks for the rebatefincentive or any Loan proceeds. Checks may be issued directly to the Customer or its
designated Contractor or both, for the benefit of the Customer, as specified below. Customer acknowledges that PG &E will not
be responsible for any tax liability imposed on the Customer or its contractor in connection with the transactions contemplated
under the Agreement, whether by virtue of the Loan contemplated under the Agreement, or otherwise, and Customer shall
indemnify PG &E for any tax liability imposed upon PG &E as a result of the transactions contemplated under the Agreement.
6. Upon completion of the Work, Customer shall send a written confirmation of completion to PG &E's On -Bill Financing Program
Administrator at the address listed in Section 15. Within 60 days after receiving the confirmation, PG &E (a) will conduct a post
installation inspection and project verification, including review of invoices, receipts and other documents as required by PG &E
to verify the correctness of any amounts claimed by Customer; (b) will adjust, if necessary, the total cost, incentive, Loan
Balance, monthly payment, and loan term as stated above; and (c) if PG &E deems necessary, obtain updated financial
information to verify that Customer has good credit standing (as determined by PG &E) prior to making the Loan. Customer
shall give PG &E reasonable access to its premises and the Work and shall provide such updated financial information to
PG &E upon request. PG &E may decline to make the Loan if PG &E determines, in its sole discretion, that Customer does not
have good credit standing at that time. If the Work conforms to all requirements of the Agreement and all amounts claimed by
Customer as Work costs are substantiated to PG &E's reasonable satisfaction, and PG &E is satisfied that Customer has good
credit standing, PG &E will issue a check ( "Check") to Customer or Contractor (as designated by Customer in Section 15) for
all amounts PG &E approves for payment in accordance with the Agreement. The date of such issuance is the "Issuance
Date ". If the Check is issued to Customer, Customer shall be responsible for paying any outstanding fees due to Contractor for
the Work. If the Check is less than the amount due from Customer to Contractor, Customer shall be responsible for the
excess due to the Contractor.
7. Customer shall repay the Loan Balance to PG &E as provided in this Loan Agreement irrespective of whether or when the Work
is completed, or whether the Work is in any way defective or deficient, and whether or not the Work delivers energy efficiency
savings to Customer.
8. The monthly payments will be included by PG &E on the Account's regular energy service bills, or by separate bill, in PG &E's
discretion. Regardless whether the monthly payments are included in the regular utility bill or a separate loan installment bill,
the following repayment terms will apply:
a. The Customer agrees to repay to PG &E the Loan Balance in the number of payments listed below and in
equal installments (with the final installment adjusted to account for rounding), by the due date set forth in
each PG &E utility bill or loan installment bill rendered in connection with Customer's account (identified by
the number set forth below) ( "Account "), commencing with the bill which has a due date falling at least 30
days after the Issuance Date.
b. If separate energy service bills and loan installment bills are provided, amounts due under this Loan
Agreement as shown in the loan installment bill shall be deemed to be amounts due under each energy
services bill to the Account, and a default under this Loan Agreement shall be treated as a default under the
Account.
c. If the Customer is unable to make a full utility bill payment in a given month, payment arrangements may be
made at PG &E's discretion.
d. Any partial bill payments received for a month will be applied in equal proportion to the energy charges and
the loan obligation for that month, and the Customer may be considered in default of both the energy bill and
the loan installment bill.
e. Further payment details are set forth below.
9. Any notice from PG &E to Customer regarding the Program or the transactions contemplated under the Loan Agreement may
be provided within a PG &E utility bill or loan installment bill, and any such notices may also be provided to Customer at the
address below or to the Customer's billing address of record in PG &E's customer billing system from time to time, and in each
case shall be effective five (5) days after they have been mailed.
10. The Loan Balance shall not bear interest.
11. Customer may, without prepayment penalty, pay the entire outstanding loan balance in one lump sum payment provided the
customer first notifies PG &E by telephoning the toll free phone number (1- 800 - 468- 4743), and by sending written notice to
PG &E On -Bill Financing Program Administrator at the address listed below, in advance of making the lump sum payment.
Accelerated payments that are received from Customer without PG &E's prior approval may, at PG &E's sole discretion, be
applied proportionally to subsequent energy charges and Loan repayments and PG &E shall have no obligation to apply
accelerated payments exclusively to reduction of the outstanding Loan.
Form 79 -1118
Advice 3370 -G / 4200 -E
March 2013 7
12. The entire outstanding Loan Balance will become immediately due and payable, and shall be paid by Customer within 30 days
if: (i) the Account is closed or terminated for any reason; (ii) Customer defaults under the Agreement; (iii) Customer sells or
transfers ownership of the equipment forming part of the Work to any third party (including as part of a sale or lease of premises
or transfer of business or otherwise); or (iv) Customer becomes Insolvent. Customer becomes "Insolvent' if: (i) Customer is
unable to pay its debts as they become due or otherwise becomes insolvent, makes a general assignment for the benefit of its
creditors, or suffers or permits the appointment of a receiver for its business or assets or otherwise ceases to conduct business
in the normal course; or (ii) any proceeding is commenced by or against Customer under any bankruptcy or insolvency law that
is not dismissed or stayed within 45 days.
13. Customer understands that without limiting any other remedy available to PG &E against Contractor or Customer, failure to
repay the Loan Balance in accordance with the terms of the Agreement could result in shut -off of utility energy
service, adverse credit reporting, and collection procedures, including, without limitation, legal action.
14. If there is any conflict among the documents comprising the Agreement, the following order of priority shall apply: 1. this Loan
Agreement; 2. the Application; 3. any documents attached to the Application.
Form 79 -1118
Advice 3370 -G / 4200 -E
March 2013
15. Loan Particulars.
This table is to be corn leted by PG &E
Total Cost
Incentive
Customer
Loan Balance'
Monthly
Term 2 (months)
Number of
Buy- Down
Payment
Payments
(if applicable)
$284,031.00
$36,120.00
$-
$247,911.00
$4,677.57
53
53
Check Made Payable to Customer ❑ or Contractor ❑
customer to select payment method. Note that only one check can be issue
16. This agreement at all times shall be subject to such modifications as the California Public Utilities Commission may direct from
time to time in the exercise of its jurisdiction.
{tiistom`er fleta�Is '
' Cofiiractor Details
Federal:
On -Bill Financing Program (OBF)
Loan Calculation Summary Sheet
Simple project payback per meter
Customer Name: CITY OF PETALUMA
Project Number: TIF: 004028
Calculations
from:
(A)
(B)
Customer Down
CUSTOMER TOTAL
CUSTOMER
CUSTOMER
ESTIMATED ANNUAL
(F)
ESTIMATED
ESTIMATED '.
'SIMPLE
PROJECT COST FOR
REBATES
Payment or Buy-
LOAN AMOUNT
AVERAGERATE
AVERAGERATE.
E14ERGYSAIANGS
ANNUAL GAS
ANNUALENERGY.
PAYBACK
MEASURES
S
INCENTIVES
DOwn
PERkWh
PER Therm
(kWh)
SAVINGS
COST SAVINGS
IN YEARS
'..(Therm)
$284,031.00
$36,120.00
$;
$24791140
$0.19
307,666.005
±,63364
= (From utility bill) Total $ amount (12anonth) / Total kWh (same 12-month)
= (From utility bill) Total $ amount (12- month) / Total therm (same 12-month)
Form 79 -1118
Advice 3370-G ( 4200 -E
March 2013
.LOAN TERM
PAYRACKIN MONTHS
(MONTHS)'.
CUSTOMER FIXED
- ESTIMATED
RASEDONEXPECTED.
(trnonthadded
MONTHLYLOAN
MONTHLY ENERGY
ENERGYSAVINGS -'.
for bill neutrality)
:PAYMENT
COSTSAVINGS
52
63 . '
$4 677;67
$4 79446
= (From utility bill) Total $ amount (12anonth) / Total kWh (same 12-month)
= (From utility bill) Total $ amount (12- month) / Total therm (same 12-month)
Form 79 -1118
Advice 3370-G ( 4200 -E
March 2013
Pacific Gas and Agreement No: SLT -090 Petaluma
Electric Company PO #:
Attachment 3
PG &E PRODUCTS AND SERVICES AGREEMENT
This PG &E Products and Services Agreement (the "Agreement ") is made and entered into as of
, 20_ ( "Effective Date ") by and between City of Petaluma with offices at 11
English Street, Petaluma, CA 94952 ( "Customer ") and Pacific Gas and Electric Company
( "PG &E ").
RECITALS
WHEREAS, Customer requires street light replacement services and PG &E desires to do so
pursuant to the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements
set out in this Agreement, Customer and PG &E agree as follows:
F.IUMMMIM'"l
1. The Service. PG &E offers street light replacement service (the "Service ") which comprises a
turnkey project that includes: the ordering of Customer specified street light fixtures by PG &E at
Customer's expense, and installation of these PG &E- authorized street light fixtures as
replacements to existing Customer -owned street lights operating at 120 or 240 volts. As part of
the Service, PG &E will also process Customer- requested rate changes to PG &E rates and any
applicable PG &E rebate applications as requested by Customer. PG &E will arrange for waste
disposal of removed street light fixtures.
2. Development, Acceptance, and Performance of Proposals. Upon receipt of a request for
Service, PG &E will consult with Customer and develop a Proposal covering the Service in the
form of proposal attached hereto as Exhibit A. Once a Proposal is signed by both Customer and
PG &E, the Proposal will become a binding contract and shall be deemed an "Accepted
Proposal" for purposes of this Agreement. Accepted Proposals shall be numbered sequentially
and must reference this Agreement specifically. The terms of this Agreement are incorporated
into each Proposal as if fully set forth therein by virtue of this reference. If any conflict arises
between the terms of an Accepted Proposal and the terms of this Agreement, the terms of this
Agreement shall prevail. PG &E agrees to provide the Service in accordance with the Accepted
Proposal subject to the terms and conditions of this Agreement. PG &E will notify Customer
upon its completion of the work specified in an applicable Accepted Proposal, and Customer shall
have ten (10) business days to review and accept, after which time PG &E's performance
responsibilities under the Accepted Proposal will be deemed to have been fulfilled. If Customer
identifies any outstanding items to be corrected, a punch list will be developed to reflect such
items, and PG &E will correct them. Any change to an Accepted Proposal must be agreed to by
both Customer and PG &E in writing.
3. Additional Work. If in the process of performing the Service, a condition is discovered that
prevents PG &E from performing the Service as specified such as but not limited to 1) access to
the street light such as overgrown trees or blocked roadway, 2) broken street light bracket, or 3)
wiring defect that prevents delivery of energy to the street light fixture, PG &E will notify
Page 1 of 14
FPd],E
Pacific Gas and
Electric Company
Agreement No: SLT- 090_Petaluma
PO #:
Customer in writing of such condition and the work necessary to remedy the condition using
Exhibit C (Additional Repair Work Agreement). If the work required is estimated by PG &E at
less than $1,000, then PG &E may perform such work and invoice Customer periodically for
actual time and materials to perform such work without completing Exhibit C.
If, for any reason, Customer chooses not to correct such condition, as specified in Exhibit C
(Additional Repair Work Agreement), PG &E shall be relieved of any and all responsibility for
performing the Service for that street light or group of street lights.
4. Fees. Customer shall pay PG &E for Service performed in accordance with the payment terms
set forth in each Accepted Proposal. Work specified in any Additional Repair Work Agreement
will be done on a time and materials basis, at PG &E's then current hourly commercial rates as
specified in Exhibit C and with reimbursement of PG &E's actual out -of- pocket expenses.
Customer shall pay PG &E for the Service based on the payment schedule set forth in the
applicable Accepted Proposal. Each payment made by Customer must reference this Agreement,
the Accepted Proposal and invoice number and be mailed to:
PACIFIC GAS AND ELECTRIC COMPANY
Attn: Sales and Service Manager, Business Development
P.O. Box 770000, Mailcode: N10D
San Francisco, CA 94177
5. Limited Warranties.
5.1. Limited Service Warranty. PG &E warrants that the Service will be performed in a
commercially reasonable manner consistent with the level of care and skill exercised by others
when performing services of a similar nature under similar circumstances. Customer must notify
PG &E of any defect in workmanship within one (1) year of completion of installation of all
streetlight fixtures ( "Installation "). If Customer notifies PG &E within one year of installation of
a potential defect in workmanship, and PG &E confirms the defect, PG &E will either re- perform
the Service at no additional charge to Customer, or, if PG &E so elects, refund the applicable fees
paid to PG &E by Customer for the Service. This warranty extends to Customer only and cannot
be assigned by Customer. This warranty is in lieu of all other warranties. All other warranties
are expressly disclaimed.
52. Limited Material Warranty. The manufacturer of the material to be installed will provide a
warranty which is attached as Exhibit D. PG &E will provide to the Customer all documentation
covering the warranty including contact information for the manufacturer or manufacturer's
warranty agent. During the first year following completion of Installation, Customer may
contact PG &E (as part of the Limited Service Warranty) to request that PG &E remove the
defective light and reinstall the repaired light or an equivalent replacement light. For those years
following the Limited Service Warranty period but still within the Limited Material Warranty
period, Customer must contact the manufacturer to make a warranty claim. Customer is
responsible for removal of the equipment, arranging and paying for shipping and insurance for
the equipment to and from the manufacturer's designated facility (and for all risk of loss to the
equipment while in transit), and installation of the equipment upon return, unless otherwise
instructed in the manufacturer's designated warranty. This warranty extends to Customer only
and cannot be assigned by Customer. This warranty is in lieu of all other warranties relating to
Page 2 of 14 P-
Pacific Gas and
& Electric Company
Agreement No: SLT- 090_Petaluma
PO #:
installed materials. ALL OTHER WARRANTIES (WHETHER EXPRESS OR IMPLIED)
RELATING TO INSTALLED MATERIAL ARE HEREBY EXPRESSLY DISCLAIMED.
5.3. Disclaimers. Except for warranties expressly set forth in Sections 5 and 6 of this Agreement,
PG &E HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES (WHETHER
EXPRESS OR IMPLIED OR ARISING FROM A COURSE OF DEALING OR USAGE OF
TRADE, AND INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF
MERCHANTABILITY , INTEROPERABILITY, AND FITNESS FOR A PARTICULAR
PURPOSE) RELATING TO THE SERVICE: Customer acknowledges and agrees that the
specific remedies described in Sections 5 and 6 of this Agreement respectively shall be
Customer's sole and exclusive remedies for any and all warranty claims arising under or
pertaining to this Agreement.
6. Customer's Responsibilities. To the extent that performance of the Service by PG &E
depends upon approvals or other decisions by. Customer, or on Customer furnishing particular
documents or information, including but not limited to work permits, and that Customer does not
timely perform or provide the same, the minimum time estimate for PG &E's completion of the
Service shall be extended to take into account Customer's delay with respect thereto. Customer
shall reimburse PG &E for the costs on any required work permits. If Customer or a competent
governmental authority requires any other compliance efforts, including but not limited to
flagging, traffic control, or neighborhood notifications, as a condition for work to proceed, then
Customer shall reimburse PG &E for the costs related to these efforts. Notwithstanding PG &E's
arrangement or performance of waste disposal services for removed street light fixtures (or any
other materials an applicable Accepted Proposal may specify for removal), Customer
acknowledges and agrees that it is the "generator" of such fixtures and/or materials and therefore
bears ultimate responsibility for their proper disposition. Provided that PG &E adheres to any
disposal instructions contained in an Accepted Proposal, Customer agrees to hold PG &E
harmless from any and all claims brought by third parties (including by governments or
regulators) relating to the disposal services arranged or performed by PG &E.
7. Data. Customer shall own any documents or information prepared or created by PG &E
during the performance of the Service under this Agreement ( "Data "). PG &E may retain copies
of Data for PG &E use, but shall keep the Data confidential and shall not publish or otherwise
disclose or knowingly permit PG &E employees to publish or otherwise disclose any Data without
Customer's prior written consent unless such disclosure is required by law or by a court or
regulatory agency having authority over PG &E.
8. PG &E's Utility Obligations. Customer acknowledges that PG &E has an obligation to
maintain, repair and service PG &E -owned facilities in order to perform its duties as a public
utility. If PG &E determines at any time, in its sole discretion, that it requires any personnel or
resources previously committed to the performance of services for Customer under this
Agreement in order to maintain adequate service to PG &E's other customers or to fulfill its duties
as a public utility, then PG &E shall have the right to divert the use of such personnel or resources
to satisfy such requirements. PG &E shall be excused from whatever performance is affected by
such action, all to the extent and for the duration its resources are so constrained, and PG &E shall
not be considered in default under this Agreement by virtue of such diversion of resources.
PG &E shall use diligent efforts to resume and complete its performance of the Service when
diverted resources become available again.
Page 3 of 14 13
Pacific Gas and
Electric Company
Agreement No: SLT- 090_Petaluma
PO #:
9. Limitation of Liability. With the exception of bodily injury or property damage resulting
from PG &E's negligence or willful misconduct, in the event that P &GE is held liable to
Customer or to any party claiming by or through Customer for damages arising under or
pertaining to this Agreement, the aggregate liability of PG &E to Customer or to any party
claiming by or through Customer shall be limited to the lesser of (a) the estimated price for the
Service giving rise to the claim, or (b) the amount actually paid to PG &E with respect to such
Service. IN NO EVENT SHALL PG &E BE LIABLE TO CUSTOMER OR ANY THIRD
PARTY FOR INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL
DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, COST OF DELAYS,
REPLACEMENT OF POWER, OR LOSS OF PROFITS, LOSS OF OR FAILURE TO
REALIZE ANTICIPATED SAVINGS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES, AND EVEN IF ANY SUCH CONSEQUENCES WERE FORESEEABLE. The
parties agree that the limitations on liability expressed in this Agreement will apply at all times,
whether in contract, equity, tort or otherwise, regardless of the fault, negligence (in whole or in
part), strict liability, breach of contract or breach of warranty of PG &E, and will extend to the
affiliates, subsidiaries, parent company, officers, managers, directors, agents and employees of
PG &E. Customer acknowledges and agrees that the limitations of liability set forth in this section
may be far less than Customer's loss in the event of any loss or damage to Customer's equipment
while in PG &E's care or custody, and Customer expressly assumes the risk of any such
deficiency of recovery. The parties acknowledge and agree that the limitations of liability set
forth in this Section 9 are an essential element of their bargain as well as a material inducement
for PG &E's entry into this Agreement, and that PG &E's price for the Service reflects their
inclusion in this Agreement.
10. Term and Termination. The term of this Agreement shall remain in effect to December 31,
2017 unless sooner terminated by Customer or PG &E as permitted by this Agreement. Each
party may terminate this Agreement or any Accepted Proposal at any time for convenience by
giving the other party 5 days written notice, provided, however, that any such termination shall
neither affect PG &E's obligation to perform under any Accepted Proposals during the 5 day
notice period, nor Customer's obligation to pay PG &E for material procured or services rendered
under any Accepted Proposal through the effective date of termination, including during the 5-
day notice period. Termination of any individual Accepted Proposal by either party shall not
affect the continued validity of this Agreement or of any other Accepted Proposals. Additionally,
each party may terminate this Agreement and any then - outstanding Accepted Proposals upon
written notice to the other party if the other party: (i) is in default of any obligation hereunder
which default is incapable of being cured, or which, being capable of being cured, has not been
cured within seven days after receipt of written notice of such default; or (ii) becomes insolvent,
makes a general assignment for the benefit of creditors, suffers or permits the appointment of a
receiver for its business or assets, becomes subject to any proceeding under any bankruptcy or
insolvency law whether domestic or foreign, or has been liquidated, voluntarily or otherwise.
Also, PG &E may terminate this Agreement immediately and without prior notice in the event that
the California Public Utilities Commission issues a ruling or order prohibiting or otherwise
preventing PG &E from fulfilling, or substantially interfering with PG &E's ability to fulfill, its
obligations under this Agreement, or finding that this Agreement is contrary to the policies of the
California Public Utilities Commission. The following Sections of this Agreement shall survive
expiration, cancellation or other termination of this Agreement: 4 Fees, 5 Limited Warranties, 6
Customer Responsibilities, 7 Data, 9 Limitation of Liability and 11 General. Any other
provisions of this Agreement that would generally be construed as intended to survive the
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Pacific Gas and
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Agreement No: SLT- 090_Petaluma
PO #:
expiration, cancellation or other termination of this Agreement shall also survive such expiration,
cancellation or other termination.
11. General.
11.1. Assignment. This Agreement may not be assigned or otherwise transferred by either
Customer or PG &E without the prior written consent of the other party, such consent not to be
unreasonably withheld. Notwithstanding the foregoing, PG &E may, without such consent, assign
this Agreement to a parent, subsidiary or other affiliate. PG &E may also subcontract all or part
of the Service. Subject to the foregoing, this Agreement shall inure to the benefit of and be
binding upon Customer and PG &E and their respective successors and assigns.
11.2. Force Majeure. Neither PG &E nor Customer shall be considered in default in the
performance of its obligations under this Agreement, to the extent that (and only for so long as)
the performance of any such obligation is prevented or delayed by any cause, existing or future,
which is beyond the reasonable control of the affected party; provided, however, that Customer
shall be excused from the obligation to make payments hereunder for services which PG &E is
prevented from performing due to circumstances beyond its reasonable control.
11.3. Notices. Any notice required or permitted by this Agreement shall be in writing and shall
be delivered as follows, with notice deemed given as indicated: (i) by personal delivery, when
delivered personally; (ii) by overnight courier, upon written verification of receipt; or (iii) by
certified or registered mail, return receipt requested, upon verification of receipt. Notices shall be
addressed, if to Customer, to the primary business contact address given in the Accepted Proposal
and, if to PG &E, to the address set forth above for payment.
11.4. Reporting Requirements. Customer must notify PG &E whether or not federal funds granted
or otherwise awarded to Customer by or through the United States Department of Energy
(collectively, the "Federal Funds ") will be used to pay PG &E for the Service. If such Federal
Funds are used to pay PG &E, in whole or in part, the specific compliance obligations and
reporting requirements associated with the use of such Federal Funds shall be as set forth under
Section 11.5 hereof. If Customer decides to use such Federal Funds in connection with an
Accepted Proposal, then Customer must notify PG &E within 5 days of its decision to use such
Federal Funds. If Customer is required by any law or regulation to amend or revise the terms and
conditions of any Accepted Proposal in a manner unacceptable to PG &E or if in PG &E's sole
discretion PG &E determines it cannot comply with such obligations as amended or revised,
whether or not PG &E has begun to perform such Accepted Proposal, PG &E shall have the right,
in its discretion, to terminate such Accepted Proposal upon five (5) days' notice without further
obligation or liability to Customer (except for the return of any funds Customer may have pre-
paid for the Service and which remain uncommitted as of the effective date of such termination).
CUSTOMER HEREBY WAIVES ANY CLAIM OF PROMISSORY ESTOPPELS WITH
RESPECT TO PG &E' S TERMINATION OF ANY ACCEPTED PROPOSAL UNDER THE
CIRCUMSTANCES DESCRIBED IN THE FOREGOING SENTENCE.
11.5. Disputes. The parties will negotiate in good faith to expeditiously resolve any dispute,
claim or controversy arising under or relating to this Agreement (including, without limitation, as
to its formation, validity, binding effect, interpretation, performance, breach, or termination, as
well as non - contractual claims) on a negotiated basis. If, in either party's reasonable judgment,
such negotiations do not result in an amicable outcome after such party's good faith efforts over a
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Pacific Gas and
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Agreement No: SLT- 090_Petaluma
PO #:
period of at least thirty (30) days, such party shall be free to pursue all available remedies under
law in any competent forum.
12. Indemnification. PG &E shall indemnify, defend, and hold harmless Customer, its officers,
official agents, and employees from and against any and all bodily injury and/or property damage
claims, damages, demands, liability costs, losses, and expenses, including without limitation court
costs and reasonable attorneys' fees arising out of PG &E's negligent performance of work
hereunder or its negligent failure to comply with any of its obligations contained in this
Agreement.
IN WITNESS THEREOF, the parties have caused this Agreement to be executed as of the
Effective Date first set forth above.
CUSTOMER CITY OF PETALUMA
Print Name:
Signature:
Date:
PACIFIC GAS AND ELECTRIC COMPANY
Print Roxanne Fong
Name:
Signature:
Date:
Page 6 of 14
I
FPd, IE
Pacific Gas and
Electric Company
Agreement No: SLT- 090_Petaluma
PO #:
EXHIBIT A: FORM OF ACCEPTED PROPOSAL
PROPOSAL NUMBER 1
This Proposal is made and entered into as of , 20 by and between
City of ( "Customer ") and Pacific Gas and Electric Company ( "PG &E "). This
Proposal is subject to the terms and conditions of the PG &E Products and Services Agreement
between Customer and PG &E dated as of , 20_ (the "Agreement ").
DESCRIPTION OF SERVICES
o Scope of Work: Replace HPSV lights with LED lights according to the map and
LED spreadsheet (identifies each location) in the City of
o Number any light poles that are not numbered using badge number stickers provided by
PG &E.
o Change the rates to LED and provide documentation on the changes and cost for the
street lights which with Customers approval may also include LS2C to LS2A rates
changes. Customer Initials . Date
o Process the rebates and provide documentation on the changes and cost for the street
lights.
o Provide a revised GIS -based inventory.
Estimated minimum number of days to complete scope of work: days
Date work is estimated to begin: , 20_
Customer sites where work is to be performed (may attach spreadsheet of street lights):
See attached map for location.
Type and number of street light fixtures to be replaced (may attach spreadsheet):
See attached spreadsheet for fixtures.
Locations may change if street lights are added to or deleted from the project during
installation. A final spreadsheet will be given to Customer upon completion of the work.
If in the process of performing the Service, active bird nests, and/or bee hives, wasps are
discovered, PG &E will notify Customer of such condition and discontinue work on
affected equipment.
MATERIALS DISPOSAL
Customer will make space available at Customer -owned property for material storage and
disposal during construction. PG &E will hold Customer harmless for damage to stored materials
while on Customer's property. Customer site where PG &E may store materials and waste
disposal bins:
Page 7 of 14
I
Pacific Gas and
Electric Company
PG &E will store the materials at the following site:
City of Petaluma — Transit
555 North McDowell Blvd, Petaluma, CA
Agreement No: SLT- 090_Petaluma
PO #:
PG &E's Contractor will keep the lights that have been replaced in a locked container
until taking them to PG &E's yard. Contractor will separate the lamp from the fixture and
put them in the appropriate bins. PG &E will label the bins and ship them to a registered
disposal facility.
TRAFFIC CONTROL PLAN
PG &E Contractor shall be required to comply with all applicable federal, state, and local
laws, rules, regulations, permits, and codes including without limitation such laws, rules,
regulations, permits, and codes with respect to safety and traffic control.
COST AND PAYMENT SCHEDULE
PG &E estimates the services under this Proposal will cost XXX dollars and no cents
($XX). However, Customer will be invoiced for actual installations (location and size of
fixture). The estimate will not be exceeded without Customer's prior approval.
This price does 0 does not O subtract the value of the LED streetlight rebates from the
cost to provide the Services.
Payment Schedule:
Initial Payment: Upon ordering of materials, Customer will be invoiced 50% of the total
amount of the contract.
Final Payment: Customer will be invoiced for final 50% payment upon completion of this
Proposal or when punch list items (if any) have been completed.
If Customer chooses to terminate this Proposal prior to completion of the Services, then
Customer shall pay PG &E for all costs accrued up to the date of termination, including
all materials purchased.
PG &E will submit invoices to Customer based on the Payment Schedule. Each invoice
will reference the Agreement and this Proposal and be submitted to Customer's billing
address as set forth below. Customer will remit payment to PG &E within 14 days after
receipt of the invoice.
BUSINESS CONTACTS:
PG &E's primary business contact for this Proposal:
Name: Brent Patera
Title: Business Development Manager
Address: 245 Market Street, Mail Code NlOD
Page 8 of 14
is
Pacific Gas and
Electric Company
San Francisco, CA 94105
Telephone: 415- 973 -8220
Email: bxpl @pge.com
Customer's primary business contact for this Proposal:
Name:
Title:
Address:
Telephone:
Email:
CUSTOMER BILLING CONTACT:
Customer's billing contact for this Proposal:
Name:
Title:
Address:
Telephone:
Email:
Agreement No: SLT- 090_Petaluma
PO #:
IN WTINESS THEREOF, the parties agree to be bound by this Proposal as of the date
first set forth above.
CUSTOMER CITY OF PETALUMA
Print Name:
Signature:
Date:
PACIFIC GAS AND ELECTRIC COMPANY
Print Roxanne Fong, Manager
Name:
Signature:
Date:
Page 9 of 14
19
4E
Pacific Gas and
Electric Company
Agreement No: SLT- 090_Petaluma
PO #:
EXHIBIT C
FORM OF ADDITIONAL REPAIR WORK AGREEMENT
REPAIR WORK AGREEMENT NUMBER
This Additional Repair Work Agreement is made and entered into as of , 20_
by and between [insert Customer's legal name] ( "Customer ") and Pacific Gas and Electric
Company ( "PG &E "). This Repair Work Agreement is subject to the terms and conditions of the
PG &E Products and Services Agreement between Customer and PG &E dated as of
, 20 (the "Agreement ").
PG &E has informed the Customer of a repairable condition as described below. The Customer
has requested that PG &E provide the necessary labor, equipment, and material to repair, replace
or correct the condition on the Customer's equipment described below.
Description of repairable condition:
PG &E will invoice the Customer on a time and materials basis at the following labor rates (rates
valid through 12/31/ _):
Straight time (8AM -5PM M -F): $ /hour
Overtime: $ /hour
Executed this day of
Facility name:
20
IN WITNESS THEREOF, the parties agree to be bound by this Repair Work Agreement as of the
date first set forth above.
CUSTOMER CITY OF PETALUMA
Print Name:
Signature:
Date:
PACIFIC GAS AND ELECTRIC COMPANY
Print Roxanne Fong
Name:
Signature:
Date:
Page 10 of 14
Pacific Gas and Agreement No: SLT -090 Petaluma
Electric Company PO #:
EXHIBIT D
THIRD PARTY WARRANTIES
Street light manufacturer's contact information:
(a) Cree LED Lighting Fixtures
1200 92nd Street
Sturtevant, WI 53177 -1854
Phone: (800)236 -6800
(b) The warranty period for the Cree LED Lighting Fixtures is 10 years. A copy of that
warranty is set forth in Schedule 1 to this Exhibit B.
2. Photo control warrantor's contact information:
(a) Ripley Lighting Controls
2023 Platt Springs Road
P.O. Box 3229
West Columbia, SC 29169
Phone: 803 - 939 -4700
Fax: 803 - 939 -4777
(b) The warranty period for the Ripley lighting controls is 8 years. A copy of that
warranty is set forth in Schedule 2 to this Exhibit B.
Page 11 of 14
a1
Pacific Gas and Agreement No: SLT -090 Petaluma
Electric Company PO #:
SCHEDULE 1 TO EXHIBIT B
LIMITED WARRANTY FOR CREE® LED LIGHTING FIXTURES
(INCLUDING BETALED® TECHNOLOGY; TRUEWHITE® TECHNOLOGY; AND
ESSENTIAO FIXTURES)
This limited warranty is provided by the Cree company described below ( "Seller ") to you as the
original purchaser of the LED lighting product that is identified on Seller's invoice reflecting its
original purchase (the "Product "). The Seller is the Cree Company identified as such on the
invoice. This limited warranty may be transferred to subsequent purchasers of the Product,
provided that such Product is resold in new condition and in its original packaging. Seller
warrants that the Product, when delivered in new condition and in its original packaging, will be
free of defects in material and workmanship for a period of TEN (10) YEARS from the date of
original purchase. The determination of whether the Product is defective shall be made by Seller
in its sole discretion with consideration given to the overall performance of the Product. A
Product shall not be considered defective solely as a result of the failure of individual LED
components to emit light if the number of inoperable components is less than 10% of the total
number of LED components in the Product.
If Seller determines the Product is defective, Seller will elect, in its sole discretion, to refund you
the purchase price of the Product, repair the Product or replace the Product. This limited warranty
will not apply to loss or damage to the Product caused by: negligence; abuse; misuse;
mishandling; improper installation, storage or maintenance; damage due to fire or acts of God;
vandalism; civil disturbances; power surges; improper power supply; electrical current
fluctuations; corrosive environment installations; induced vibration; harmonic oscillation or
resonance associated with movement of air currents around the Product; alteration; accident;
failure to follow installation, operating, maintenance or environmental instructions prescribed by
Seller or applicable electrical codes; or improper service of the Product performed by someone
other than Seller or its authorized service provider. This limited warranty excludes field labor and
service charges related to the repair or replacement of the Product. THIS LIMITED
WARRANTY IS VOID IF THE PRODUCT IS NOT USED FOR THE PURPOSE FOR
WHICH IT IS DESIGNED.
Seller reserves the right to utilize new, reconditioned, refurbished, repaired or remanufactured
products or parts in the warranty repair or replacement process. Such products and parts will be
comparable in function and performance to an original product or part, as determined by Seller in
its sole discretion, and warranted for the remainder of the original warranty period.
In order to make a warranty claim, you must notify Seller in writing within sixty (60) days after
your discovery of the defect, provide proof of purchase such as the invoice and comply with
Seller's other warranty requirements. Upon receiving that notice, Seller may require you to
promptly return the Product to Seller, or its authorized service provider, freight prepaid. Your
warranty claim should be addressed to Cree c/o Ruud Lighting, Inc., 9201 Washington Avenue,
Racine, WI 53406.
This limited warranty only applies to specified LED fixtures. Any warranties applicable to finish,
poles, lamps, CR Series downlights, LR24TM troffers, certain BetaLED® Technology outdoor
fixtures (specifically Class II as defined per IEC/EN60598), backup batteries, controls, occupancy
Page 12 of 14
Pacific Gas and
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Agreement No: SLT- 090_Petaluma
PO #:
sensors, photocells and other fixture accessories can be found at
www.cree.com/lighting/products/warranty.
THE FOREGOING WARRANTY PROVISIONS ARE EXCLUSIVE AND ARE GIVEN AND
ACCEPTED IN LIEU OF ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS
OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY AGAINST
INFRINGEMENT AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE.
IN NO EVENT SHALL SELLER BE LIABLE FOR INCIDENTAL, COMPENSATORY,
CONSEQUENTIAL, INDIRECT, SPECIAL OR OTHER DAMAGES. SELLER'S
AGGREGATE LIABILITY WITH RESPECT TO A DEFECTIVE PRODUCT SHALL IN ANY
EVENT BE LIMITED TO THE MONIES PAID TO SELLER FOR THAT DEFECTIVE
PRODUCT.
This warranty is effective for purchases of Product on or after the effective date set forth below.
Seller reserves the right to modify this warranty from time to time. Any modification of this
warranty shall be effective for all orders placed with Seller on or after the effective date of such
revised warranty.
Page 13 of 14
P &iE
Pacific Gas and
Electric Company
Agreement No: SLT- 090_Petaluma
PO #:
SCHEDULE 2 TO EXHMIT B
WARRANTY FOR RIPLEY LIGHTING CONTROLS
639OLL —BK
6394LL
6395LL
Nominal Voltage 60 Hz
120/Z08/240/277
480
347
Voltage Range
105 -305
432 -528
312 -382
Fail Mode
On
Load Rating
1000 Watt Tungsten/ 1800 VA Ballast
Operating Temperature
-40C to +70C (-40F to +158F)
Photocell
Infrared Filtering Silicon Phototransistor
Dielectric Strength
5000 Volts between current carrying parts and metal surfaces
Surge Protection
Primary: 640 Joule MOV rated at 40,000 amp surge current —
protects not only the photocontrol, but also the LED fixture
Secondary: 2 Zener diodes Third: Voltage Regulator
Power Consumption
0.5 watts @ 120 V
Time Delay Off (Instant On)
3 to S seconds
Operating Light Levels
(Standard Settings)
Turn On 1.5 FC f .25 / Turn Off by 2.25 FC
(Off:On Ratio = 1.5:1)
ANSI Color Coded Cover:
double -wall thickness,
UV Stabilized Permanent
Color L,,"gUfe: polymer with
extra UV inhibitor
Black
Yellow
Green
Options
Fail Off
-FO (Green)
N/A
N/A
Freguency
601-iz
Other Exclusive Features:
• Electrolytic Capacitors rated 105 °C, with minimum 20,000 hour life at maximum voltage,
current, & temperature
• Completed circuit boards are conformal coated with silicone for Long Life
• Double -wall thickness for strength and longevity in constant outdoor environment,
optimized black Long Life polymer with maximum UV inhibitor
• 1:1 Ratio Capable saves energy by reducing burn time. Allows for the light to turn off at the
same light level as the turn on value.
• RoHS Compliant & packaged in Biodegradable Bags 4H4
• WARRANTY: 12 years from date of manufacture
Meets or exceeds rigid quality requirements of South Conn Technologies Inc. and applicable
ps-6100-W5 ANSI C136.1 0, and C136.24 Standards
tcrgL"
0..27[4
fL- s 6
Page 14 of 14
LN