HomeMy WebLinkAboutResolution 2015-129 N.C.S. 08/03/2015Resolution No. 2015 -129 N.C.S.
of the City of Petaluma, California
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
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
Resolution No. 2015 -129 N.C.S. Page 1
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.
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.
Under the power and authority conferred upon this Council by the Charter of said City.
Resolution No. 2015 -129 N.C.S.
Page 2
Exhibit A
Pacific Gas and 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.
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.
Resolution No. 2015 -129 N.C.S. Page 3
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 rebate /incentive 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- 800468 - 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.
Resolution No. 2015 -129 N.C.S. Page 4
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.
Resolution No. 2015 -129 N.C.S. Page 5
15. Loan Particulars.
This table is to be com leted by PG &E
Total Cost
Incentive
I Customer
Buy- Down
Loan Balance'
Monthly
Payment
Term P (months)
Number of
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 issued
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.
Customer Details Contractor Details
Federal Tax ID or Social Security #, Customer Federal Tax ID or Social Security #, Contractor
94- 6000392
PG &E Account # /-Service Agreement#
13720524058 / 3720524585
Account Name, Customer Name, Contractor
Primary Contact Name: CITY OF PETALUMA
Primary MDSS Application Number:
TIFID: 004028
Signature of Authorized Representative of Customer
Date
ACCEPTED: Pacific Gas and Electric Company
I; By Date
PG &E On -Bill Financing Authorized Representative
Address:
Pacific Gas and Electric Company
On Bill Financing Program
77 Beale Street - 3rd Floor
San Francisco, CA 94105
' The Loan Balance shall not exceed one - hundred thousand dollars ($100,000) for commercial customers
and shall not exceed two-hundred fifty thousand dollars ($250,000) for government agency customers,
excepting loans to government agency customers where, in PG &E's sole opinion, the opportunity for
uniquely large energy savings exist, in which case the Loan Balance may exceed two-hundred fifty
thousand dollars ($250,000) but shall not exceed one million dollars ($1,000,000).
2 Commercial loans may have their loan terms extended beyond five years, not to exceed the expected
useful life (EUL) of the bundle of energy efficiency measures proposed, when credit and risk factors support
this.
Resolution No. 2015 -129 N.C.S. Page 6
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