HomeMy WebLinkAboutStaff Report 3.F 01/24/2011DATE: January 24, 2011
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TO: Honorable Mayor and Members of the City Council' through City Manager
FROM: Larry Zimmer, Public Works Engineering Manager .
SUBJECT: Resolution Approving a Revision to the Energy Efficiency and Conservation
Block Grant Strategy and Authorizing City Manager to Execute an Agreement
with PG&E to Retrofit Existing City Street Lights to LED Fixtures.
RECOMMENDA'T'ION
It is recommended that the City Council adopt the attached resolution approving a revision to the
Energy Efficiency and Conservation Block Grant Strategy and authorizing City Manager to
execute am agreement with PG&E, to retrofit existing City street lights to LED fixtures.
BACKGROUND
Included in the American Recovery and Reinvestment Act of 2009 (ARRA) is the Department of
Energy's Energy Efficiency and Conservation Block Grant. Program (EECBG). The City of
Petaluma is entitled, by formula, to $514,500 of EECBG funds. The first step in obtaining
authorization to expend these funds was to prepare an Energy Conservation Strategy ("Strategy")
for approval by the Department of Energy (DOE).
In June 2009, staff submitted the required forms to the DOE for authorization to utilize up to
$120,000 of the grant funds to engage an energy efficiency consultant to assist with the
development of Petaluma's Strategy_ . Staff publicly advertised an RFP for the consultant, and in
September 2009, Council approved the consultant selection.
In October and November 2009, the consultant performed an audit of City -owned facilities,
documenting age; effici'ericy, and energy use of the electrical and natural gas consuming
equipment,"and provided both recommendations of priority replacements and engineer's
estimates for each measure. Building Maintenance staff also provided input on the condition of
equipment. In November 2009, Council approved submittal of the Strategy to the DOE, to
replace selected HVAC equipment and allocate 10% of the total grant to the Countywide
Regional Building Retrofit Program. The consultant estimated a per -year savings of 24,788
kilowatt-hours, which could reduce the utility bill approximately $6,624.
Agenda Review:
City Attorney 0 —
Finance Director
City Manager
In April 2010, the DOE approved the City's Strategy for the HVAC replacement project. The
energy efficiency consultant developed performance specifications 'for. each of the units to be
replaced, and in November 2010, seven contractor bids were received, with the lowest
responsible bid approximately $115,000 below the Consultant's estimate. On December 20,
20.10, Council awarded the HVAC replacement project to the lowest bidder. The project is
estimated to be completed around June 30, 2011.
DISCUSSION
Staff recommends using the remaining funds to replace existing street lights with LED fixtures,
which use less energy and require less frequent replacement. 'In a similar methodology as the
HVAC replacement, the EECBG funds are being applied to' an. energy efficiency project that has
a long return on investment and associated ongoing maintenance costs. In the current economic
climate, it is more prudent to apply -these grant funds to energy saving measures .that have a
longer payback period, since those measures with shorter payback. can more easily be funded
through low interest loans or City funding in the future.
Since other agencies have used their EECBG funding to convert street lights to LED, obtaining
DOE approval of the City of Petaluma's revised Strategy should be, straightforward. To facilitate
this specific work, PG&E has created a program to provide this service, and has selected
experienced contractors through a competitive process. PG&E has,provided preliminary cost
estimates for this work, based on their work in other cities, including projected per -year kilowatt-
hour savings of 63,924 which could reduce the utility bill approximately $7,781. The project
will be scheduled with PG&E's contractor approximately 6=8 weeks from Council's approval, to
allow for community notification of the project and to optimize favorable weather conditions.
The project is expected to take two to three weeks.
Streetlights are not metered individually for energy usage, or in any type of zone. PG&E charges
are based on an assumption of 4,100 annual operating hours per light, with a calculated kilowatt-
hour usage based on the bulb wattage.
The DOE requires that the EECBG funding be obligated within 18 months of the City's initial
award date of August 4, 2009. In this case, funds would be obligated upon entering into the
attached agreement with PG&E prior to February 4, 2011.
FINANCIAL,.IMPACTS
The EECBG award of $5714,500 has been allocated to the following activities: development of
an Energy Efficiency and, Conservation Strategy by the energy efficiency consultant; the
Countywide Retrofit/Renewables Program, administered by the Regional Climate Protection
Agency; implementation of the HVAC Retrofit Project; implementation of the LED Streetlight
Retrofit Project; and project management time associated with oversight of the aforementioned
measures.
2
All costs will be initially paid by the CIP Fund and will be reimbursed by the grant. Monthly
reimbursement, requests are allowed by the Department of Energy, subsequent to payment made
to the contractor.
TOTAL $ 115,985
* Note: The actual agreement amount and contingency will be adjusted, based on future PG&E
field review. Total LED Retrofit Project cost will not exceed allowable DOE funding limits.
ATTACHMENTS
1. Resolution, including Exhibit A, PG&E Products and Services Agreement
3
Remaining
�pppoy-e
rEECBG -Approved Activities...
=Allocations
.'-,Spent,-46-.Datv
.Contract,
JEnergy Efficiency Consultant
$
54,040 $
42,647 $
11,393
Project Management
$
29,000 $
25,564 $
3,436
Countywide Retrofit/Renewables Program
$
51,450 $
1.5,007 $
36,443
HVAC Replacement Project
$
264,025 $
-
264,025
ILED Streetlight Replacement
$
115,985 $
- $
115,985
TOTAL $
514,500 $
83,218 $
431,282
etrofit'Pr0i
0�
u,
JPG&E Streetlight Retrofit*
83,866
Contingency
16,121,
Inspection
4,00.0
Construction Management (12%)
11,998
TOTAL $ 115,985
* Note: The actual agreement amount and contingency will be adjusted, based on future PG&E
field review. Total LED Retrofit Project cost will not exceed allowable DOE funding limits.
ATTACHMENTS
1. Resolution, including Exhibit A, PG&E Products and Services Agreement
3
ATTACHMENT I
RESOLUTION APPROVING A REVISION TO THE ENERGY EFFICIENCY
AND CONSERVATION BLOCK GRANT STRATEGY AND AUTHORIZING CITY
MANAGER TO EXECUTE AN AGREEMENT WITH PG&E TO RETROFIT
EXISTING STREETLIGHTS TO LED FIXTURES
WHEREAS, the City has been allocated $514,500 of Energy Efficiency and
Conservation Block Grant (EECBG) funding from the Department of Energy (DOE); and
WHEREAS, to optimize use of EECBG grant funds, staff worked with an energy
efficiency consultant to prepare the required Energy Efficiency and Conservation Strategy that
compares the energy efficiency of various types of improvements, their cost to install, and
savings in energy costs; and
WHEREAS, subsequent to City Council approval of the recommended energy
conservation measures on November 16, 2009, by Resolution 2009-187 N.C.S, the Strategy,
including the Countywide Retrofit/Renewables Program and replacement of selected HVAC
units, was submitted to the DOE and subsequently approved; and
WHEREAS, City staff solicited.bids for the HVAC Project and the lowest responsible
bid received was less than the engineer's estimate; and
WHEREAS, to maximize use of EECBG funds, staff worked with PG&E to prepare an
additional project, LED Streetlight Retrofit ("Project"); 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, the Project is categorically exempt from the California Environmental
Quality Act ("CEQA"), pursuant to Title 14, California Code of Regulations, section 15301
rd
("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. Approves revision to the Energy Efficiency and Conservation Block Grant Strategy to
include the additional LED Streetlight Retrofit Project, utilizing Energy Efficiency and
Conservation Block Grant funds.
2. Approves the LED Streetlight Retrofit Project budget in the amount of $115,954.
3. Authorizes and directs the City Manager to execute the PG&E Products and Services
Agreement on behalf of the City of Petaluma, attached as Exhibit A to the Resolution,
upon provision of Exhibit B, Form of Accepted Proposal to the Agreement, containing
the scope of work and price terms satisfactory to the City Manager or his designee.
Pacific Gas and Agreement No: SLT 026—Petaluma
Electric Company PO #:
EXHIBIT A TO RESOLUTION
PG&E PRODUCTS AND SERVICES AGREEMENT
This PG&E Products and Services Agreement (the "Agreement") is made and entered into as of
,20 —
20_ ("Effective Date") by and between City of Petaluma with offices at I I
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:
AGREEMENT
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 streetlight 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 B. 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,ofthe work specified in an applicable Accepted Proposal, and Customer shall
have five (5) 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
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& Electric. Company
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Customer in writing of such condition and the work necessary to remedy the.conditio6using
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 streetlight 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:reinibursement 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, Nlailcode: N10D
San Francisco, CA 94177
5. Limited Warranties. -
5. 1.
arranties.
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.
5.2. 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
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MSPacific Gas and Agreement No: SLT 026—Petaluma
Electric Company 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 61 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 notificati6ns,.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 Utilitv 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 fight 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.
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Pacific Gas,.an0
Electric Company
Agreement No: SLT 026—Petaluma
PO #:
9. Limitation of Liabilitv. 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 ORANY 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 partie's 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 August 3,
2012 unless sooner terminated by Customer or PG&E as permittedby 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 incapableof 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
expiration, cancellation or other termination of this Agreement shall also survive such expiration,
cancellation or other termination.
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Pacific.Gas and
& Electric Company
11. General.
Agreement No: SLT 026—Petaluma
PO #:
11.1. Assip-nment. 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.
1 l .2. Force Maieure. 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. Flow -Down Provisions. To the extent any Service is funded in whole or in part using
federal funds awarded or granted to Customer by the Department of Energy by virtue of the
Energy Efficiency and Conservation Block Grant Program, the terms and conditions described in
Exhibit A, Vendor Flow -Down Provisions, shall apply.
11.6. 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
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IF Pacific, Gas and
-81 Electric Company
Agreement No: SLT 026—Petaluma
PO #:
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
period of at least thirty (30) days, such party shall be free to pursue all available remedies under
law in any competent forum.
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:
EXHIBIT A
VENDOR FLOW DOWN PROVISIONS
The following terms and conditions are derived from the Grant Agreement DE—SC0001296
signed by the Department of Energy ("Commission") and the City of Petaluma
("Recipient"), Exhibit C Special,Terms and Conditions for the Energy Efficiency and
Conservation Block Grant Program — Formula Grants, Section 24 Special Provisions
Relating to Work funded under American Recovery and Reinvestment Act of 2009 (May
2009), a. Flow Down Requirements.
Special Provisions
A. Flow Down Requirement
Recipients must include these special terms and conditions in any sub -award.
B.,Se2re2ation of Costs
PG&E must segregate4he obligations and expenditures related to funding under the Recovery
Act. Financial and accounting systems should be revised as necessary to segregate, track and
maintain these funds apart and separate from other revenue streams: No part of the funds from the
Recovery Act shall be -commingled with any other funds or used for a purpose other than that of
making payments for costs allowable for Recovery Act projects.
Prohibition on Use of Funds
PG&E agrees that none of the funds provided under this agreement derived from the American
Recovery and Reinvestment Act of 2009, Pub. L. 1 1 1-5, may be used by any State or local
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Pacific Gas and
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government,,or,any private.entity, for any casino or other gambling establishment, aquarium, zoo,
golf course, or swimming pool.
C. Access to Records
With respects to each financial assistance agreement awarded utilizing at least some of the funds
appropriated or otherwise made available by the American Recovery and Reinvestment Act of
2009, Pub. L. 111-5, any representative of an appropriate inspector general appointed under
section 3 or 8G of the Inspector General Act of 1988 (5 U.S.C. App.) or of the Comptroller
General is authorized —
(1) to examine any records of PG&E or any of its subcontractors or subgrantees, or any State
or local agency administering such contract that pertain to, and involve transactions relation
to, the subcontract, subcontract, grant, or subgrant; and
(2) to interview any officer or employee of PG&E, subgrantee, or agency regarding such
transactions.
D. Publication
An application may contain technical data and other data, including trade.secrets and/or
privileged or confidential information, which the applicant does not want disclosed to the public
or used by the Government for any purpose other than the application. To protect such data, the
applicant should specifically identify each page including each line or paragraph thereof
containing the data to be'protected and mark the cover sheet ofthe application with the following
Notice as well as referring to the Notice on each page to which the Notice applies:
Notice of Restriction on Disclosure and Use of Data
The data contained in pages ---- of this application have been submitted in confidence and contain
trade secrets or proprietary information, and such data shall be used or disclosed only for
evaluation purposes, provided that if this applicant receives an.award as a result of or in
connection with the submission,of this application, DOE shall have the right to use or disclose the
data here to the extent provided in the award. This restriction does not limit the Government's
right to use or disclose data obtained without restriction from any source, including the applicant.
Information about this agreementwillbe published on the Internet and linked to the website
www.recovery.gov ,.maintained by the Accountability and Transparency Board. The Board may
exclude posting contractual or other information on the website on a case-by-case basis when
necessary to protect national security or to protect information that is not subject to disclosure
under sections 552 and 552a of title 5, United States Code.
E. Protecting State and Local Government and Contractor Whistleblowers
PG&E agrees that it shall comply with the requirements of Section 1553 of the Act are
summarized below. They include, but are not limited to:
Prohibition on Reprisals: An employee of any non -Federal employer receiving covered funds
under the American Recovery and Reinvestment Act of 2009, Pub. L. 111-5, may not be
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discharged, demoted, or otherwise discriminated against as 'a reprisal for disclosing, including a
disclosure made in the ordinary course of an employee's duties; to the Accountability and
Transparency Board, an inspector general, the Comptroller General, a member of Congress, a
State or Federal regulatory or law,enforcement agency, 'a.person with supervisory authority over
the employee (or other person working for the employer who has the authority to investigate,
discover or terminate misconduct, a court or grant jury, the head of a Federal agency, or their
representatives information that the employee believes is evidence of:
• gross management of an agency contract or grant relating to covered funds;
• a gross waste of covered funds
• a substantial and specific danger to public health or safety related to the implementation
or use of covered funds;
• an abuse of authority related to the implementation or use of covered funds; or
• as violation of law, rule, or regulation related to an agency contract (including the
competition for or negotiation of a contract) or grant, awarded or issued relating to
covered funds.
Agency Action: Not later than 30 days after receiving an inspector general. report of an alleged
reprisal, the head of the agency shall determine whether there is sufficient basis to conclude that
the non -Federal employer has subjected the employee to a prohibited reprisal. The agency shall
either issue an order denying relief in whole or in part or shall take one or more of the following
actions:
• Order the employer to take affirmative action to abate the reprisal':
• Order the employer to reinstate the person to the position that the person held before the
reprisal, together with compensation including back pay, compensatory damages,
employment benefits, and other terms and conditions of employment that would apply to
the person in.that position if the reprisal had not been taken.
• Order the employer to pay'the employee an amount equal to the aggregate amount of all
costs and expenses (including attorneys' fees and expert witnesses' fees) that were
reasonably incurred by'the employee for or in connection.with, bringing the complaint
regarding the reprisal, asdetermined by the head of a court of competent jurisdiction.
Nonenforceablity of Certain Provisions Waiving Rights and remedies or Requiring Arbitration:
Except as provided in a collective bargaining agreement, the rights and remedies provided to
aggrieved employees by this section may not be waived by any agreement, policy, form, or
condition of employment, including any predispute arbitration agreement. No predispute
arbitration agreement shall be valid or enforceable if it requires arbitration of a dispute arising out
of this section.
Requirement to Post Notice of Rights;and Remedies: Any employer receiving covered funds
under the American Recovery and Reinvestment Act of 2009, Pub. L. 111-5, shall post notice of
the rights and remedies as required therein. (Refer to section 1553 of the American Recovery and
Reinvestment Act of 2009,, Pub. L. 111-5, www.Recovery.gov, for specific requirements of this
section and prescribed language for the notices.).
Page 8 of 16
I�
Pacific Gas and
" Electric Company
F..Reauest for,,Reimbursement
Reserved
G. False Claims Act
Agreement.No: SLT 026—Petaluma
PO #:
PG&E agrees that it shall promptly refer to the DOE or other appropriate Inspector General any
credible evidence that a principal, employee, agent,, contractor, sub -grantee, subcontractor or
other person has submitted a false claim under the -False Claims Act or has committed a criminal
or civil violation of laws pertaining to fraud, conflict or interest, bribery, gratuity or similar
misconduct involving those funds.
H. Information in supporting of Recovery Act Reporting
PG&E may be required to submit backup documentation for expenditures of funds under the
Recovery Act including such items as timecards and invoices. PG&E shall provide copies of
backup documentation at the.request of the Contracting Officer or designee.
I. Availabilitv of Funds
Funds appropriated under the Recovery Act and obligated to this award are available for
reimbursement of costs until September 30, 2015.
J. Additional Funding Distribution and Assurance of Appropriate Use of Funds
Applicable if award is to a State Government or an Av-encv
Certification by Governor -- Not later than April 3, 2009, for funds provided to any State or
agency thereof by the American Reinvestment and Recovery Act of 2009, Pub. L. 111-5, the
Governor of the State -shall certify that: 1) the state will request and use funds provided by the
Act; and 2) the funds will be used to create jobs and promote economic. growth.
Acceptance by State Legislature -- If funds provided to any State in any division of the Act are
not accepted for use by the Governor, then acceptance by the State legislature, by means of the
adoption of.a concurrent resolution, shall be sufficient to provide funding to such State.
.Distribution— After adoption of.a.State legislature's concurrent resolution, funding to the State
wily be for distribution to local governments, councils of government, public entities, and public-
private entities within the'State either by formula or at the State's discretion.
K. Certifications
With respect to funds madeavailable to State or local governments for infrastructure investments
under the.American Recovery and Reinvestment Act of 2009, Pub. L. 111-5, the Governor,
mayor, or, other chief executive, as appropriate, certified by acceptance of this award that the
infrastructure investment has received the full review and vetting required by law and that the
chief executive accepts responsibility that the infrastructure investment is an appropriate use of
taxpayer dollars. Recipient shall provide an additional certification that includes a description of
the investment, the estimated total cost, and the amount of covered funds to be used for posting
Page 9 of 16
I
M& Pacific Gas and
Electric Company
Agreement No: SLT 026_Petaluma
PO #:
on the Internet. A State or local agency may not receive infrastructure investment funding from
funds made available by the Act unless this certification is made and posted.
Page 10 of 16
115
Pacific Gas and
Ilan Company
Agreement No: SLT 026—Petaluma
PO #:
EXHIBIT B: FORM OF ACCEPTED PROPOSAL
PROPOSAL NUMBER
This Proposal 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
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
Scope of Work:
Estimated minimum number of days to complete scope of work:
Date work is estimated to begin:
Customer sites where work is to be performed (may attach spreadsheet of street lights):
Type and number of street light fixtures to be replaced (may attach. spreadsheet):
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.
Contact information and warranty for the LED street light manufacturer is attached to this
Proposal.
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:
Address:
PG&E's Contractor will keep the lights that have been replaced in a locked containeruntil 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.
Page 11 of 16
K,
Pacific (bas and
Electric Company
Agreement No: SLT 026—Petaluma
PO #:
[Describe any special arrangements for materials disposal required by Customer.]
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
The services under this Proposal will cost $
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 remivpayment to PG&E within 14 days after receipt of the invoice.
BUSINESS CONTACTS:
PG&E's primary business contact for this Proposal:
Name:
Title:
Address:
Telephone:
Email:
Page 12 of 16
Ki
Pacific. Gas and
Electric Company
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 026—Petaluma
PO #:
AMERICAN RECOVERY AND REINVESTMENT ACT DISCLOSURE
PG&E and Customer acknowledge and agree that, to the extent the Services described in this
Proposal are, at any point in time, funded in whole or in part using federal funds awarded or
granted directly or indirectly to Customer by or through the United States Department of Energy
by virtue of appropriations under the American Recovery and Reinvestment Act of 2009, Pub. L.
111-5 (the "ARRA"), the special terms and conditions set forth in Section 11.5 of the Agreement
will apply.
This Proposal is R1 is not O funded (in whole or in part) by federal funds appropriated under the
ARRA.
IN WITNESS THEREOF, the parties agree to be boundby this Proposal as of the date first set
forth above.
CUSTOMER CITY OF PETALUMA
Print Name:
Signature:
Date:
PACIFIC GAS AND ELECTRIC COMPANY
Print
Name:
Signature:
Date:
Page 13 of 16
ilectfic.-Vompany
acific Gas and Agreement No: SLT 026—Petaluma
PO #:
,a
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 20
Facility name:
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 14 of 16
Pacific Gas and
Electric Company
Agreement No: SLT 026—Petaluma
PO #:
EXHIBIT D
MANUFACTURER'S': WARRANTY INFORMATION
Street livht manufacturer's contact information:
The street light manufacturer's contact information and warranty will be attached to each
Proposal.
Photo control warrantor's contact information:
Ripley Lighting Controls
2023 Platt Springs Road
P.O. Box 3229
West Columbia, SC 29169
Phone: 803-939-4700
Fax: 803-939-4777
Warranty period:
8 years.
Warranty is attached.
Page 15 of 16
Pacific Gas and
Electric Company
LIGHTING
RIPLEYCONTROLS
DIVISION OF SOUTHCONN TECHNOLOGIES INC
2023 Platt Springs Road
P.O. Box 3229
West Columbia, SC 29169
Phone: 803-939-4700
Fax: 803-939-4777
Agreement No: SLT 026—Petaluma
PO #:
The 6300 Series carries an 8 -year warranty. If the product fails due to manufacturing
defect within its warranted period, Ripley Lighting Controls will choose to either
replace or repair the lighting control unit. This warranty does not cover damage
caused by accident, abuse, misuse or lightning strikes. Ripley's liability hereunder shall
be limited to replacement or repair and shall not cover the cost of removal or
installation of the unit; nor any consequential damages. Ripley Lighting Controls
assumes no, further liability with respect to the sale or use of this product. This
warranty is in lieu of other warranties, expressed or implied, including the warranty of
merchantability. Ripley Lighting Controls makes no warranty with respect to the
suitability of the user's particular application. This warranty gives the user specific
legal rights.
Page 16 of 16