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HomeMy WebLinkAboutResolutions - No. 2015-174RESOLUTION NO. 2015-174 A RESOLUTION OF THE LODI CITY COUNCIL AUTHORIZING THE CITY MANAGER TO EXECUTE AMENDMENT NO. 1 TO THE AGREEMENT FOR PROFESSIONAL SERVICES WITH EFFICIENCY SERVICES GROUP, LLC, FOR PUBLIC BENEFITS PROGRAM ADMINISTRATION; AND FURTHER AUTHORIZING THE CITY MANAGER TO EXECUTE A TWO-YEAR EXTENSION AT CITY'S OPTION WHEREAS, on December 5, 2014, by Resolution No. 2014-207, the City Council approved a Professional Services Agreement with Efficiency Services Group, LLC, ("Agreement"), for administration of the Public Benefits Program, in an amount not to exceed $90,000, with a one-year renewal option; and WHEREAS, Lodi Electric Utility (EU) residential customers have expressed an increased interest in reducing their electric utility bills; and WHEREAS, in an effort to meet this challenge, staff recommends implementation of: 1) a quarterly newsletter designed to improve the communication of available EU programs and recommended best practices for energy conservation, and 2) a new in-home residential audit service coupled with a direct install program that would identify immediate opportunities for energy conservation; in addition, the Public Works Department will also benefit by assisting customers in water conservation efforts; and WHEREAS, the energy audit and energy efficiency installation measures will be paid with public benefits funds, and water efficiency measures will be paid with water conservations funds; and WHEREAS, staff recommends approval of Amendment No. 1 to the Agreement to add a quarterly newsletter, energy audit, and direct installation services to the scope of work, and extend the term through June 30, 2017, at a cost not to exceed $405,125, with the option to extend the term for two (2) additional years. NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby authorize the City Manager to execute Amendment No. 1 to the Agreement for Professional Services with Efficiency Services Group, LLC, of Hillsboro, Oregon, for Public Benefits Program Administration, in an amount not to exceed $405,125 on the terms and conditions set forth in the Amendment No. 1, attached hereto and made a apart hereof by this reference; and BE IT FURTHER RESOLVED that the City Council hereby authorizes the City Manager to execute a two-year extension to the contract, if in the best interest of the City to do so, and on the same terms and conditions set forth in the contract, at a cost not to exceed $430,000. Dated: September 16, 2015 I hereby certify that Resolution No. 2015-174 was passed and adopted by the City Council of the City of Lodi in a regular meeting held September 16, 2015, by the following vote: AYES: COUNCIL MEMBERS — Kuehne, Nakanishi, and Mayor Johnson NOES: COUNCIL MEMBERS — None ABSENT: COUNCIL MEMBERS — Chandler and Mounce ABSTAIN: COUNCIL MEMBERS — None AIF M. I�AIOLo ity Clerk 2015-174 CONTRACT AMENDMENT AGREEMENT EFFICIENCY SERVICES GROUP THIS CONTRACT AMENDMENT made and effective this day of September, 2015, by and between the CITY OF LODI, a municipal corporation, hereinafter called "CITY", and EFFICIENCY SERVICES GROUP, hereinafter called "Contractor." WITNESSETH: 1. CONTRACT: Contractor and City entered into an Agreement for Professional Services on December 5, 2014 ("Agreement"). Contractor and City now desire to amend the Scope of Services, the total compensation, and the term of the Agreement. 2. TERM AND TERMS: The term of the Amended Contract shall be for the period commencing on September 17, 2015 and terminating June 30, 2017. At City's option, the term of the Agreement may be extended for two (2) additional years, provided City gives Contractor no less than 30 -days written notice of its intent prior to the expiration of the existing term. The scope of service and compensation payable to Contractor are amended as set forth in Exhibit B, attached hereto and incorporated herein by this reference. All other terms and conditions, with the exception of the Insurance Requirements, will remain as set forth in the Agreement, attached hereto as Exhibit A and made a part hereof as though fully set forth herein. 3. Contractor shall take out and maintain over the term of this Amended Contract, insurance coverage as set forth in Exhibit C, attached hereto and incorporated herein by this reference. CITY OF LODI, a municipal corporation EFFICIENCY SERVICES GROUP STEPHEN SCHWABAUER City Manager Attest: JENNIFER M. FERRAIOLO City Clerk Approved as to Form: JANICE D. MAGDICH City Attorney MARK GOSVENER Chief Operating Officer EXHIBIT A AGREEMENT FOR PROFESSIONAL SERVICES ARTICLE 1 PARTIES ARID PURPOSE Section 1.1 Partles THIS AGREEMENT is entered into on , 2D 4, by and between the CITY OF LODI, a municipal corporation (hereinafter "CITY"), and Efficiency Services Group (hereinafter "CONTRACTOR"). - Section-9:2---Purovae CITY selected the CONTRACTOR to provide the services required in accordance with attached Scope of Services, Exhibit A, attached and incorporated by this reference. CITY wishes to enter into an agreement with CONTRACTOR for Public Benefit Program Administration (hereinafter "Project") as set forth in the Scope of Services attached here as Exhibit A. CONTRACTOR acknowledges that it is qualified to provide such services to CITY. ARTICLE 2 SCOPE OF SERVICES Section 2.1 ScoQe.ofSaryicn CONTRACTOR, for the benefit and at the direction of CITY, shall perform the Scope of Services as set forth in Exhibit A. Section 2.2 Time For CornM2naMMt and CompletiqM ofWork CONTRACTOR shall commence work pursuant to this Agreement, upon receipt of a written notice to proceed from CITY or on the date set forth in Section 2.6, whichever occurs first, and shall perform all services diligently and complete work under this Agreement based on a mutually agreed upon timeline or as otherwise designated in the Scope of Services. CONTRACTOR shall submit to CITY such reports, diagrams, drawings and other work products as may be designated in the Scope of Services. CONTRACTOR shall not be responsible for delays caused by the failure of CITY staff to provide required data or review documents within the appropriate time frames. The review time by CITY and any other agencies involved in the project shall not be counted against CONTRACTOR's contract performance period. Also, any delays due to weather, vandalism, acts of God, etc., shall not be counted. CONTRACTOR shall 1 remain in contact with reviewing agencies and make all efforts to review and return all comments. Section 2.3 Meetings CONTRACTOR shall attend meetings as may be set forth in the Scope of Services. Section 2.4 Staffing CONTRACTOR acknowledges that CITY has relied on CONTRACTOR's capabilities and on the qualifications of CONTRACTOR's principals and staff as identified in its proposal to CITY. The Scope of Services shall be performed by CONTRACTOR, unless agreed to otherwise by CITY in writing. CITY shall be notified by CONTRACTOR of any change of Project Manager and CITY is granted the right of approval of all original, additional and replacement personnel at CITY's sole discretion and shall be notified by CONTRACTOR of any changes of CONTRACTOR's project staff prior to any change. CONTRACTOR represents it is prepared to and can perform all services within the Scope of Services (Exhibit A) and is prepared to and can perform all services specified therein. CONTRACTOR represents that it has, or will have at the time this Agreement is executed, all licenses, permits, qualifications, insurance and approvals of whatsoever nature are legally required for CONTRACTOR to practice its profession, and that CONTRACTOR shall, at its own cost and expense, keep in effect during the life of this Agreement all such licenses, permits, qualifications, insurance and approvals, and shall indemnify, defend and hold harmless CITY against any costs associated with such licenses, permits, qualifications, insurance and approvals which may be imposed against CITY under this Agreement. Section 2.5 Subcontracts Unless prior written approval of CITY is obtained, CONTRACTOR shall not enter into any subcontract with any other party for purposes of providing any work or services covered by this Agreement. Section 2.6 Term The term of this Agreement commences on January 1, 2015 and terminates upon the completion of the Scope of Services or on December 31, 2015, whichever occurs first. E Section 2.7 0011100 W NEW Term of Aureeme The City may exercise an option to extend this Agreement one (1) additional year, provided, City gives Contractor no less than 30-days written notice of its intent prior to the expiration of the existing term. In the event City exercises any option under this paragraph, all other terms and conditions of this Agreement continue and remain in full force and effect. ARTICLE 3 C MPEN TION Section 3.1 Cam e s n CONTRACTOR's compensation for all work under this Agreement shall conform to the provisions of the Fee Proposal, attached hereto as Exhibit B and incorporated by this reference. CONTRACTOR shall not undertake any work beyond the scope of this Agreement unless such additional work is approved in advance and in writing by CITY. Section 3.2 Method of Payment CONTRACTOR shall submit invoices for completed work on a monthly basis, or as otherwise agreed, providing, without limitation, details as to amount of hours, individual performing said work, hourly rate, and indicating to what aspect of the Scope of Services said work is attributable. CONTRACTOR's compensation for all work under this Agreement shall not exceed the amount of the Fee Proposal. Section 3.3 Costs The Fee Proposal shall include all reimbursable costs required for the performance of the Scope of Services. Payment of additional reimbursable costs considered to be over and above those inherent in the original Scope of Services shall be approved in advanced and in writing, by CITY. Section 3.4 Audiflad CITY reserves the right to periodically audit all charges made by CONTRACTOR to CITY for services under this Agreement. Upon request, CONTRACTOR agrees to furnish CITY, or a designated representative, with necessary information and assistance needed to conduct such an audit. CONTRACTOR agrees that CITY or its delegate will have the right to review, obtain and copy all records pertaining to performance of this Agreement. CONTRACTOR agrees to provide CITY or its delegate with any relevant information requested and shall permit CITY or its delegate access to its premises, upon reasonable 3 notice, during normal business hours for the purpose of interviewing employees and inspecting and copying such books, records, accounts, and other material that may be relevant to a matter under investigation for the purpose of determining compliance with this requirement. CONTRACTOR further agrees to maintain such records for a period of three (3) years after final payment under this Agreement. ARTICLE 4 .MISCELLANEOUS P Q MSIONS, Sectiorn-4.1- - -Nondiscrimin#io ' In performing services under this Agreement, CONTRACTOR shall not discriminate in the employment of its employees or in the engagement of any sub CONTRACTOR on the basis of race, color, religion, sex, sexual orientation, marital status, national origin, ancestry, age, or any other criteria prohibited by law. Section 4.2 . ADA ComnMlanca In performing services under this Agreement, CONTRACTOR shall comply with the Americans with Disabilities Act (ADA) of 1990, and all amendments thereto, as well as all applicable regulations and guidelines issued pursuant to the ADA. Section 4.3 Indemnlflcation and &R-8112onsIblift for DaMISLO CONTRACTOR to the fullest extent permitted by law, shall indemnify and hold harmless CITY, its elected and appointed officials, directors, officers, employees and volunteers from and against any claims, damages, losses, and expenses (including reasonable attorney's fees and costs), arising out of performance of the services to be performed under this Agreement, provided that any such claim, damage, loss, or expense is caused by the negligent acts, errors or omissions of CONTRACTOR, any subcontractor employed directly by CONTRACTOR, anyone directly or indirectly employed by any of them, or anyone for whose acts they may be liable, except those injuries or damages arising out of the active negligence, sole negligence, or sole willful misconduct of the City of Lodi, its elected and appointed officials, directors, officers, employees and volunteers. CITY may, at its election, conduct the defense or participate in the defense of any claim related in any way to this indemnification. If CITY chooses at its own election to conduct its own defense, participate in its own defense, or obtain independent legal counsel in defense of any claim related to this indemnification, CONTRACTOR shall pay all of the costs related thereto, including without limitation reasonable attorney fees and costs. The defense and indemnification obligations 4 required by this Agreement are undertaken in addition to, and shall not in any way be limited by the insurance obligations set forth herein. Section 4.4 NQ Personal Liability Neither the City Council, nor any other officer or authorized assistant or agent or City employee shall be personally responsible for any liability arising under this Agreement. Section 4.5 Repponsibillity Of SjITY CITY shall not be held responsible for the care or protection of any material or parts of the work described in the Scope of Services prior to final acceptance by CITY, except as expressly provided herein. Section 4.6 Insurance Recl"ItIments forCOT CTOR CONTRACTOR shall take out and maintain during the life of this Agreement, insurance coverage as set forth in Exhibit C attached hereto and incorporated by this reference. Section 4.7 , uccessors and &AIM CITY and CONTRACTOR each bind themselves, their partners, successors, assigns, and legal representatives to this Agreement without the written consent of the others. CONTRACTOR shall not assign or transfer any interest in this Agreement without the prior written consent of CITY. Consent to any such transfer shall be at the sole discretion of CITY. Section 4.8 offices Any notice required to be given by the terms of this Agreement shall be in writing signed by an authorized representative of the sender and shall be deemed to have been given when the same is personally served or upon receipt by express or overnight delivery, postage prepaid, or three (3) days from the time of mailing if sent by first class or certified mail, postage prepaid, addressed to the respective parties as follows: To CITY: City of Lodi 221 West Pine Street P.O. Box 3006 Lodi, CA 95241-1910 Attu: Adam Brucker, Business Development Manager To CONTRACTOR: Mark Gosvener Efficiency Services Group 5605 NE Elam Young Parkway Hillsboro, OR 97124 5 Section 4.9 Q2_009 tiorl Of CiTY CITY shall cooperate fully and in a timely manner in providing relevant information it has at its disposal relevant to the Scope of Services. Section 4.10 CONT A TOR to Not M EMBIRY-89 of C CONTRACTOR agrees that in undertaking the duties to be performed under this Agreement, it shall act as an independent contractor for and on behalf of CITY and not an employee of CITY. CITY shall not direct the work and means for accomplishment of the services and work to be performed hereunder. CITY, however, retains the right to require that work performed by CONTRACTOR meet specific standards without regard to the manner and means of accomplishment thereof. Section 4.11 Terminatlan CITY may terminate this Agreement, with or without cause, by giving CONTRACTOR at least ten (10) days written notice. Where phases are anticipated within the Scope of Services, at which an intermediate decision is required concerning whether to proceed further, CITY may terminate at the conclusion of any such phase. Upon termination, CONTRACTOR shall be entitled to payment as set forth in the attached Exhibit B to the extent that the work has been performed. Upon termination, CONTRACTOR shall immediately suspend all work on the Project and deliver any documents or work in progress to CITY. However, CITY shall assume no liability for costs, expenses or lost profits resulting from services not completed or for contracts entered into by CONTRACTOR with third parties in reliance upon this Agreement. Section 4.12 ConfidetitialM CONTRACTOR agrees to maintain confidentiality of all work and work products produced under this Agreement, except to the extent otherwise required by law or permitted in writing by CITY. CITY agrees to maintain confidentiality of any documents owned by CONTRACTOR and clearly marked by CONTRACTOR as "Confidential' or "Proprietary", except to the extent otherwise required by law or permitted in writing by CONTRACTOR. CONTRACTOR acknowledges that CITY is subject to the California Public Records Act. Section 4.13 A2plicable Latw .ls�risdic_Jon Soya -m6111andne ' leas This Agreement shall be governed by the laws of the State of California. Jurisdiction of litigation arising from this Agreement shall be venued with the San Joaquin County Superior Court. If any part of this Agreement is found to conflict with applicable laws, such part shall be inoperative, null, and void insofar as it is in conflict 6 with said laws, but the remainder of this Agreement shall be in force and effect. In the event any dispute between the parties arises under or regarding this Agreement, the prevailing party in any litigation of the dispute shall be entitled to reasonable attorney's fees from the party who does not prevail as determined by the San Joaquin County Superior Court. Section 4.14 City Business License Re uirement CONTRACTOR acknowledges that Lodi Municipal Code Section 3.01.020 requires CONTRACTOR to have a city business license and CONTRACTOR agrees to secure such license and pay the appro11 priate fees prior to performing any work hereunder. Section 4.15 Captions The captions of the sections and subsections of this Agreement are for convenience only and shall not be deemed to be relevant in resolving any question or interpretation or intent hereunder. Section 4.16 Integration and Modification This Agreement represents the entire understanding of CITY and CONTRACTOR as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This Agreement may not be modified or altered except in writing, signed by both parties. Section 4.17 Contract Terms Prevail All exhibits and this Agreement are intended to be construed as a single document. Should any inconsistency occur between the specific terms of this Agreement and the attached exhibits, the terms of this Agreement shall prevail. Section 4.18 5everabili The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. Section 4.19 Ownership of Documents All documents, photographs, reports, analyses, audits, computer media, or other material documents or data, and working papers, whether or not in final form, which have been obtained or prepared under this Agreement, shall be deemed the property of CITY. Upon CITY's request, CONTRACTOR shall allow CITY to inspect all such documents during CONTRACTOR's regular business hours. Upon termination or 7 completion of services under this Agreement, all information collected, work product and documents shall be delivered by CONTRACTOR to CITY within ten (10) calendar days. CITY agrees to indemnify, defend and hold CONTRACTOR harmless from any liability resulting from CITY's use of such documents for any purpose other than the purpose for which they were intended. Section 4.20 uthvrl The undersigned hereby represent and warrant that they are authorized by the parties to execute this Agreement. Section 4.21 FedeMl Transft Fund[nd GandidQns ❑ If the box at left is checked, the Federal Transit Funding conditions attached as Exhibit D apply to this Agreement. In the event of a conflict between the terms of this Agreement or any of its other exhibits, and the Federal Transit Funding Conditions, the Federal Transit Funding Conditions will control. IN WITNESS WHEREOF, CITY and CONTRACTOR have executed this Agreement as of the date first above written. CITY OF LODI, a municipal corporation ATTEST: klAjYh JE IFER ROSI50N STE EN AUER City Clerk City Manager APPROVED AS TO FORM: JANICE D. MAGDICH, City Attorney EFFICIENCY SERVICES GROUP By: Na a: MA . >R Title: CHIEF OPERATING OFFICER Attachments: Exhibit A - Scope of Services Exhibit B - Fee Proposal Exhibit C - Insurance Requirements Exhibit D - Fades►. Transit Funding Conditions (if applicable) Funding Source: j$*A4j?3 (Bushmm Unit & Account No.) Doc ID: CA:Rev.07.2014 a program Adtonis ra►tfon O r Maintain program hotline to address customer/contractor inquiries regarding Lodi's EE a.nd.Renewable programs; the hotline will be staffed 8:00 am — 5:00 pm, Monday through Friday • Manage residential and commercial EE rebals programs, including review of all customer/contractor rebate applications and project docurnenEation to ensure compliance with LEU program specifications and requirements • Manage residential and commercial Solar PV Program; including review of all customer/contractor rebate applications and project documentation to ensure compliance with LEU and SB1 program specifications and requirements + Enter all customer rebates and project details into database Provide Lodi with monthly activity reports which include: - Program Summary (current month, YTD, PTD), - Measure Summary (current month), - Customer/Measure Detail (current month) - Customer Rebates (current month) + Maintain all customer/contractor applications and required project documentation for EM&V and other compliance requirements Field • Provide all aspects of field support (audits/inspections) required to assure LEUs EE programs are in compliance with requirements r Conduct on-site performance inspections of all solar PV systems + Provide basic technical guidance and assistance to customers and contractors participating in LEU's programs • Maintain all field records and required project documentation Conduct on-site energy evaluation assistance (if needed) for LEU's larger customers to help determine feasibility/eligibility for participation in LEU's rebate programs Requests for field vlsits will be scheduled in a way that provides timely response to customer/contractor requests, while maximizing the use of the field technician's time. ESG will plan to make a field technician available to LEU customers every one to two weeks. Field support will be performed by knowledgeable, experienced field technicians. For the services performed under this Agreement, it is assumed that Energy Engineer credentials are not required for field technicians. Energy engineering services can be provided through ESG; however, those services do not fall under the scope of this Agreement. Third Party Contractor Oversight ESG will provide Oversight of LEU's third party program contractors, including: Review of contractor's deliverabieslrespona bilities Review of contractor's project documentRUOntreports submitted to LEU to ensure that work is complete, accurate and compliant with program requirements • C'ddrdlna%with cont'I ors and LEU's -PB manager to resolve any questions or issues that arise Coordination with LEU ESG's Program Manager will meet monthly with LEU's P8 Manager to report on program activity and address any questions or issues, as. well as discuss future program developments. Budget and Goal Tracking ESG will tract and report PB expenditures to LEU in order to assure that sector budgets are not exceeded, as well as trach.and report energy savings acquirer# and progress towards LEU's AB2021 goals. NCPA Representation ESG has been regularly attending NCPA Public Benefit Sub -Commitee meetings on behalf of our NCPA client utilities for over tan years. ESG staff, NCPA staff and other NCPA members are well ub-Commito tee meetings, Gas will as responpresent d Lodi at the monthly NCPA Public Benefit S inquiries from NCPA regarding Lodrs EE and Renewable programs. Data Management ESG maintains a database that is used to process rebates aswell . as report EE and Renewable program activity for all of our client utilities. LEU can opt to use ESG's database at no additional charge. ESG's database functions very well in capturing, managing and reporting program activity in order to respond to CEC and utility budgeting/reporting needs.. Page 11 Legislative Requirements E5G stays current on existing and proposed legislation regarding PI3 funding, energy efficiency, and renewable programs in order to assure that our utility clients r+errnairi in compliance with requtrernents. ESG also stays current on the GEC's . as well as changes to reporting. tools• ESG will.provide reporting requiremer required to meet IeglslativelCEC reporting LEU with all data and draft narratives requirements for EE and Renewable programs. ESG Office Locations ESG will establish an office in Rocklin, CA to assure we have the ability to respond to customer/contractor needs In a timely manner_ Our Rocklin office will maintain experienced field staff and office support staff. Rocklin is located approximately one haat from 's this be performed by staff located n ESGm office which slocated In Mi wa kie, OR. ESG Sub -Contractors ESG plans to partner with Optimized_ Energy and Facilities Consulting., Inc. (OEFC) to deliver the services in this Agreement. OEFC is located at 5734 Lonetree Blvd, Rocklin, CA 95765. OEFC is an energy engineering .firm, and currently assists LEU with their annual E3/SB1037 energy efficlency data Input and reporting. This service will now be provided ander this eodsfing services contract. ESG has a strong working relationship with OEFC, anti has partnered with them to provided energy efficlendy services to several CalifOrnlia POUs for over ten years. ESG plans to lease office space from OEFC at ti'tew Rocklin, CA headquarters. OEFC will provide administrative support staff and 'technical field staff to perform services under this Agreement. In addition, ESG's office space at OEFC will provide a local mailing address for Lodi customers/contractors to submit paperwork. Under this Agreement, OEFC will be a subcontractor to ESG. Implementation Timeline ESG anticipates that we have the capability to immediately assume the responsibilities described in this Agreement. Page 12 Pricing Turnkey Program Administration (Ongoing) ESG will bill an ongoing fee of $6,500 pEer month,for tlg seFrvices kW'in'thlisectinrr of gxh�#:A: This -includes up to three days. per month of field support; additional field support will be billed at $60 per hour. Expenses — ESG will bill for reimbursable travel expenses (including mileage at the current Federal rate), not to exceed $500 per month. Energy Engineering Sa:vtces - In the event that ESG or LEU deems it necessary to use technical .special'is'ts (other than ESG .staff or GEFC non-engineeting staff) for large commercial or industrial customers., the fees will be In addition ti beginning standard fees listed above. ESG will obtain LEU's app -prior and the associated fees will be billed separately from the standard fees on ESL's monthly invoice. Billing and Payment Terms ESG will submit Monthly invoices #o LEU for the (ongoing) turnkey program administration services and reimbursable travel expenses incurred during the invoice period. Fees for specialized technical services will be billed separately and submitted upon completion of the services. ESG'$ payment terms are Net 30 days. In the event tha# LEU discovers an Invoice discrepancy, we ask to be notified within 5 days of receipt of the invoice. ESG will then correct any discrepancies and submit a revised invoice within 5 days Of receiving notification from LEU. [0, Fpli EXHIBIT C Inegimn o Reoutrallnenta fnr Consutfan!' The Consultant shall take out and maintain during #0 life of this Agreement, insurance eovera98 as listed below. 'rheas insurance posdag. shall protect Corrsuttant and any subcontractor pert MfM work onvared by this Agreement from+ dlalma for d -,gas far personal iNury, Mdttding accidental death, as well as ircm claims far property damages which may -arise fram Consultant`s operations under this Npement, vomer such operations be by Cansultaint, or by anysubcontractor, or by anyone directly or indirsody employed by either of there, and the amount of such insurance shall be as failows: VABILM $1,000,000 Each Occurrence $2, 000, 000.Aggreg ate COMPREHgOVEAUMMOBILELIMILl: $1,(1OG,000 Combined Single Unlit Such tnaurance shail.cgMr Ilabflity•srising out of any. vehicle (induding, own .d, hlrad and norrttirsd vehtegs) operated In performing arty and all wMoes pursuant to this Agreement. Ccvera9s shall fee written on ISD •[arm CA.GO- 01 12.90, are cater version of this farm, or an equivalent form providing equNalent fiabllitq coverage, 3. $1,000,000 Each Occurrence All limits are to be designated strIM far the City of Local; its elected and appointed boards, commlaslcns, WOMB., a". employees; arid. volunteers. All deductibles or selMnsured retentions (SIR) must be disclosed to CiVe FM Manager for approval and shall not reduce the lknN of'tlability SIA16fth hereinabover insurance. poseles,00ntaining any dadudlbie or SIR provision shall provide, or be endorsed to provide; that the deduadble. or SIR may be.saftiled by: eltherMa Named. Insured(s) orthe City of Lodi. It is required that any available Itastrrance proceeds broaderdw or in excess of the spedfisd minimum Insurance coverage requirements tmdlor limits -ad forth Ubbcve: shall be ev0118ble to Clly.as an additional lnsuretl. Furthermore; e Insurance the requiremarrt$ for coverage and Ilmiis. shall be .()} the minirYeum coverage. and limits sped8ed in thes e requkamenfs, or 01) the broader coverage and makimum ovarMg limits of ee of any Insurance poiloy or proceeds available to the Consulteni; whichever is'grester. Consultant agrees and stipulates that any insurance m emp provided to the City of Lodi shall provide for a claims period fowng terminavon of Coverage whloh Is at least consistent with the -dal ms pertod. or statutes of'limitations found it, the Callfpmis Tort Claims Act (California povstiif hent Code Section 810 et seq.). A copy of the certificate(s) of insurance with the following endorsements shall be furnished to the City: (a) iia puuant to a. separate endorsement (180 form CG 2010 (11185) or equivalent form) such insurance as is afforded by this policy shall aiBa apply to the City of Lodi, its elected and appointed boards, ommissions, offiicers,.agents, ernployee, and volunteers as additional named insureds. (b) n Additional insurance coverage under the, Consultarft pailoy shall be "primary and Hatt-Gontri#�uigry" and will rag not seek contribution from City% Insurance or self-insurance and shall be at %.set as broad as 180 form CG 20 010413. NOTE: (1) The street address of the CITY OF LM must be shown along with (a) and (b) above; 221 West Pine Street, Lodi, Cetffamia; 95240; (2) The lh$urance certificate must state, on its face or as an endorsement, a description of the. grMdMak-that it is insuring. Page 1 I of 2 pages Risk; rev.03.2014 insurance RerluirAmwrrts for Gonelftnt (continued) (c) and mnbreifa o The lirntta of insurance coverage required may be satisfied by a Qombinatfon of primary excess insurance. Any umbrage or excess insurance of Canaultant shalt: contain, or be endorsed to contain, a provislon that such coverage shall also apply on a primary and non-contributory basis for the benefit, of the City before the Cif 5 own insurance or.saWnsurance snail be called upon to pro .the Clgr as,a named Insured, (d) gaMAtEld Por three years altar completion of prq}ect, a cerfiflcate of insurance with a Completed Operations Endoreernent, CG 20.57 07 04, vAlt be provided to the City.vf Lodi. (e) t The eli norm jnerassatseverally e ]telt andathe not collectively. panYs but the inc lusion herein of more than one insured sha is policy may not oanosled nor the coverage reduced by the company without 30 flays' prior written nofte ofsuch cancellation or reduction In coverage to the Risk Manager, City of Lodi, 221 West Pine St., Lodi, CA 95240. (g) All poi es shaA bR irr eflaot an ar before the first-day of the Tx of this -Agreement, At least thirty (SI)) days prior to the e)#ration .af each insurance pollcy, Consultant shall fumish a eartfficate(s),shuMng that a new or extended pniicy has been obtained which mss% the minimum requiremerb of this Agreement Consultant strati nce is proof r to d nlecontinued foinsurance any Tewin on at { gConsultant nual beels shhall I madiataiy nctlfy ft TOM if the City -aitd Insurance lapses Immediately obtain repiacement insurance. (h) I It Consultant fulls or refuses to. obtain and maintain the required Insurances, or fps. to p� O Of coverage, the City may obtain the Insurance. Consultant shall reimburse the Clty Interest on the premium paid by the City at the maximum ailowable legal late than in enact in California. 'the fifty. shall Hotly Consultant of such payment of.preqniums within thirty (30) days of payment statln.9 the amount paid, the names) of the insU*(s), and rate of Interest Conaultant.shall pay such reimbursement. and Interest an the first (i" day of -the month fofiowirig the Gay's nails. Notwlthstanding and otter provision of this Agreement; 0 Consultant fails or refuses to obtain or maintain. Insurance es•requlred by this agreement, .or falls. to PMW proof of insurance, the C%y may terminate this Agreement upon such breach, *n Ruch terminatlon, Consultant shall lmms&teiy cease use of the Site or facifities and commence and . diligently pursue the: removal of any and all of -ft personal properly from the site or facilities. (i)to do AU Insurance required by the terms of this Agreement must he provided by lnsurere licensed �� which are the State of Callfomia which are rated at least `A , Vi" by ft AM Ratings are frioltlded the acceptable to the City. Non -admitted surplus lines carders may be soeapted provid the y' ulramente. most recant fiat of Callfamla eligibleaurplus lines Insurers (l„ ESLI list) and otherwise meet City reg V2fhWxQa I c The Consultant shall take .out and maintain dur#V. the fife of thfs Agreement, ployed ern at the site of the project and, If any Wa t es; Compensation insurance far all of Cansultent's erhployetas .. warn is slat, Consultant shall require the subcontractor aimilarty to pnarriife Workers Compensafbn Insurance for all of the tatters employees unless such employe68 are covered by the protacnon afforded by the Consultant. In case any class of employees engaged in hazardous. work under this. Agreement at ft site of 1hex project Is not protected under the Worker's Compensation Statute, the Consultant shall provide and shalt wase :60011 subcontractor to provide insurance for the protection of said empbyeee. A waiver of subro�iion is regained for workers compensation Insurance. This policy may. not be cenoolml nor the coverage reduced without 00 days' prior wditten nofta of such eanceilation or reduction In coverage to the Risk Manager, fly of Lodi, 'i West pine St„ i adl. CA 96240. NOTE cartifled copy of any Insurarme policy or andomaments required. h Failure to ee City xercise ise thle right shall not cthe light to obtain a o tufa a waiver of the Giify's right to &)anise aftier the effective date. Rage Z I of 2 pages RW rov.03:2014 EFFICIENCY SERVICES EXHIBIT B Group Amendment 1 SCOPE OF WORK This amends the existing Agreement for Public Benefits Program Administration signed December 5, 2014 currently provided by Efficiency Services Group (ESG) for the City of Lodi (Lodi). All terms, conditions and scope of work in the original Agreement remain in full effect unless specifically modified in this Amendment. Residential Site Visits Additional Service: Perform residential customer site visits within Lodi service territory as requested to address the specific needs of customers regarding the management of their energy use. This may include customer inquiries regarding unusually high energy use and evaluations for potential participation in Lodi's energy efficiency and renewable programs. This service is being added to the scope of work under the existing Agreement for Public Benefits Program Administration. Existing Contract Term The term for the scope of work for Public Benefits Program Administration is extended through June 30, 2017. Residential Snapshot Auditing and Direct Install This program is proactive and cost-effectively serves a large number of customers in a short period of time. ESG will work with Lodi to determine how this program can best meet the needs of Lodi by providing instant energy and water savings and a positive experience for residential customers. Scope of Services ESG will provide the following services: • Coordinate with Lodi to sign customers up for the program • Direct installation of selected measures in eligible home • Field collection of customer and site data ■ Email snapshot audit report (PDF) to Lodi ■ Deliver marketing, educational, and customer relations collateral to explain benefits and applications of installed measures, promote other utility programs, and strengthen relationships with customers; development of new collateral materials to be at additional cost, with prior approval by Lodi • Supply all product, materials and labor associated with the installation of measures • Warranty fulfillment for all products installed for a period of two years • Report customer, site and measure installation to Lodi in a flexible format (CSV), including summary reports of snapshot audit findings • Complete program administration, including customer hotline, invoicing, reporting, inventory management and compliance EXHIBIT B Lodi will be asked to provide the following: • Coordinate with ESG to sign customers up for the program ■ Review and approval of marketing and customer relation materials • Provide a utility -endorsed letter on Lodi letterhead explaining the program that ESG's Energy Efficiency Advisors (EEAs) can present to customers when visiting their homes • Provide vehicle magnets with Lodi logo so EEAs are clearly identified with the Lodi DI and Snapshot Audit Program Customer Eligibility The program will be open to all Lodi residential customers. Customers may email or call to sign up for the program, or ESG may approach customers directly. ESG will coordinate with Lodi to finalize a strategy to approach customers and generate sign-ups for the program. Ditrak EEAs utilize Ditrak to electronically capture all snapshot audit and direct install data in the field. Ditrak is an iPad data management system that is linked to a web -based database. The Ditrak system creates a PDF report of each customer served and emails a copy of the report to Lodi and ESG. Ditrak uploads all data to an online database which allows ESG to prepare activity reports, provide Lodi with aggregate and detailed snapshot audit data, invoicing, and inventory management. Direct Install Measures (DIMS) ESG will work with Lodi to finalize the DIMS and quantities to be offered to residential customers through this program. ESG recommends including the following DIMs: • Screw -In LEDs • High Performance Showerheads • Faucet Aerators (1 gpm Bath and 1.5 gpm Kitchen Swivel) • Thermostatic Shower Valves • Advanced Infrared Smart Power Strips ESG will make product recommendations to Lodi based on field installation experience and customer satisfaction feedback. Residential Snapshot Audits While in the customer home installing DIMS, ESG will acquire the following customer demographic and site/equipment data: • Customer name and contact information • Water heater fuel type and size ■ Own/rent • Year built ■ Approximate square footage • Foundation type • House type • Primary space heat fuel type 2 EXHIBIT B Primary HVAC system type ■ Secondary space heat fuel type • Secondary HVAC system type Central A/C (Yes/No) s Central A/C tons A/C last serviced '► Window type Attic insulation Wall insulation • Floor/Crawl insulation • Duct type o. Duct insulation ■ Appliance inventory o Cl othes d rye r fu el o Clothes washer type o Dishwasher age o Evaporative Cooler o Refrigerator quantity and age o Freezer quantity and age o Range/Oven type o Television quantity and type (HD/analog) o Window A/C units o Well pumps o Pool pumps o Spa o Computers • Customer Comfort (satisfied, not satisfied) • EEA/customer comments Field Manual ESG will coordinate with Lodi to develop a field manual that establishes acceptable DIM installation standards, as well as snapshot audit data collection protocols. Reportable Energy Savings Proposed snapshot audit and DI M savings are from the E3 Tool and Bonneville Power Administration. Measure Home Snapshot Audit Unit Type Audit Average kWh Per Unit 0 Screw -In LEDs Lamp 25.5 High Performance Shewerhead Showerhead 94.45 Thermostatic Shower Valve Valve 47.6 Faucet Aerator Aerator 40 Advanced Smart Power Strip Power Strip 356 3 EXHIBIT B Quarterly Newsletter ESG will develop content for a quarterly newsletter to be approved by Lodi. The newsletter is to be 8 W by 11" and two-sided. Research, copywriting, proof reading, graphic design, client review and revisions are included. Pricing Public Benefits Program Administration Monthly fee for Public Benefits Program Administration is increased to $6,750 (3.7%). Expenses budget is increased from not -to -exceed $500 per month to not -to -exceed $1,000 per month. Total contract not -to -exceed amount is $166,625. Home Snapshot Audit and Direct Install Program The fees for the DI Program are on a per -measure -installed basis. Prices include all labor, materials and expenses associated with installation of the products and delivery of services. Total program budget is $200,000. Fees for direct installed measures and snapshot audits are shown in the following table: Measure Home Snapshot Audit Cost Unit Audit Fee per Cost Unit $40.00 Screw -In LEDs Lamp $18.00 Standard Showerhead Showerhead $20.00 Handheld Showerhead Showerhead $30.00 Thermostatic Shower Valve Valve $40.00 Faucet Aerator Aerator $ 5.00 Advanced Smart Power Strips Power Strip $90.00 Quarterly Newsletter Camera ready price (printing not included) is $1,200 per issue. If hard copies are requested by Lodi, the cost of printing 26,000 8 %:' x 11", two-sided, color 4/4 on 120# cover, unfolded copies is included, the price would be $5,500 per issue. The total newsletter not -to -exceed amount is $38,500. 4 EXHIBIT C Insylrance ftanu€remente for Omtmdgr The Contractor shall take out and maintain during the life of this Agreement, insurance coverage as listed below. These insurance policies shall protect Contractor and any subcontractor performing work covered by this Agreement from claims for damages for personal injury, including accidental death, as well as from claims for property damages, which may arise from Contractor's operations under this Agreement, whether such operations be by Contractor, or by any subcontractor, or by anyone directly or indirectly employed by either of them, and the amount of such insurance shall be as follows: COMPREHENSIVE E $1,000,000 Each Occurrence $2,000,000 General Aggregate GOMPREHgNSI''1lE.AUTOMOBILE LIABILITY $1,000,000 Combined Single Limit Such insurance shall cover liability arising out of any vehicle (including, owned, hired and non -hired vehicles) operated in performing any and all services pursuant to this Agreement. Coverage shall be written on ISO form CA 00 01 12 90, or a later version, that provides liability coverage at least as broad as this form. All limits are to be designated strictly for the City of Lodi, its elected and appointed boards, commissions, officers, agents, employees, and volunteers. All deductibles or self-insured retentions (SIR) must be disclosed to City's Risk Manager for approval and shall not reduce the limits of liability set forth hereinabove. Insurance policies containing any deductible or SIR provision shall provide, or be endorsed to provide, that the deductible or SIR may be satisfied by either the Named Insured(s) or the City of Lodi. It is required that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits set forth above, shall be available to City as an additional insured. Furthermore, the requirements for coverage and limits shall be (i) the minimum coverage and limits specified in these insurance requirements; or (ii) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the Contractor; whichever is greater. Contractor agrees and stipulates that any insurance coverage provided to the City of Lodi shall provide for a claims period following termination of coverage which is at least consistent with the claims period or statutes of limitations found in the California Tort Claims Act (California Government Code Section 810 et seq.). A copy of the certificate(s) of insurance with the following endorsements shall be furnished to the City: (a) Adtiltional Named IMed Eft&=8nt Pursuant to a separate endorsement (ISO form CG 2010 (11/85) or a later version, that provides liability coverage at least as broad as this form) such insurance as is afforded by this policy shall also apply to the City of Lodi, its elected and appointed boards, commissions, officers, agents, employees, and volunteers as additional named insureds. An additional named insured endorsement is also required for Auto Liability. (b) Primerv.and Non4w, tri tim umce. Ends ument Additional insurance coverage under the Contractor's policy shall be "primary and non-contributory" and will not seek contribution from City's insurance or self-insurance and shall be at least as broad as ISO form CG 20 0104 13. A primary and non-contributory insurance endorsement is also required for Auto Liability. NOTE: (1) The street address of the CITY OF LORI must be shown along with (a) and (b) above: 221 West Pine Street, Lodi, California, 95240; (2) The insurance certificate must state, on its face or as an endorsement, a description of the that it is insuring. (c) fiver of-Submaladon Include a waiver of subrogation against the City of Lodi, its elected and appointed boards, commissions, officers, agents, employees, and volunteers. A waiver is required for General Liability and Auto Liability. (d) LImits.gf CMM The limits of insurance coverage required may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance of Contractor shall contain, or be endorsed to contain, a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the City before the City's own insurance or self-insurance shall be called upon to protect the City as a named insured. Page 1 I of 2 pages. I Risk: rev. 08.2015 WsWvnc9Re=1rem-en%fo[Contrvctbr (continued) (e) CemoWad Onerailoa EddAmement For three years after completion of project, a certificate of insurance with a Completed Operations Endorsement, CG 20 37 07 04, will be provided to the City of Lodi. (f) §everabiRliy..of Interest Glause The terra "Insured" Is used severally and not collectively, but the inclusion herein of more than one insured shall not operate to increase the limit of the company's liability. (g) Notlae-of CarleellaWh of.Chanaig.ih Coyeiad®->Fndlors9inertt This policy may not be canceled nor the coverage reduced by the company without 30 days' prior written notice of such cancellation or reduction in coverage to the Risk Manager, City of Lodi, 221 West Pine St., Lodi, CA 95240. (h) Qgntiriu€lay of Cows s All policies shall be in effect on or before the first day of the Term of this Agreement. At least thirty (30) days prior to the expiration of each insurance policy, Contractor shall furnish a certificate(s) showing that a new or extended policy has been obtained which meets the minimum requirements of this Agreement. Contractor shall provide proof of continuing insurance on at least an annual basis during the Term. If Contractor's insurance lapses or is discontinued for any reason, Contractor shall immediately notify the City and immediately obtain replacement insurance. faitu� re to GmA If Contractor fails or refuses to obtain and maintain the required insurance, or fails to provide proof of coverage, the City may obtain the insurance. Contractor shall reimburse the City for premiums paid, with interest on the premium paid by the City at the maximum allowable legal rate then in effect in California. The City shall notify Contractor of such payment of premiums within thirty (30) days of payment stating the amount paid, the name(s) of the insurer(s), and rete of interett'. Contractor shall pay S.uith reimbursement and interest on the first (1st) day of the month folowing the C€ty's notice. Notwifhalls dfng- and other provision of this Agreement, if Contractor fails or refuses to obtain or maintain insurance as required by this agreement, or fails to provide proof of insurance, the City may terminate this Agreement upon such breach. Upon such termination. Contractor shall immediately cease use of the Site or facilities and commence and diligently pursue the removal of any and all of its personal property from the site or facilities. (j) Quoted tnsurerm All insurance required by the terms of this Agreement must be provided by insurers licensed to do business in the State of California which are rated at least "A-, VI" by the AM Best Ratings Guide, and which are acceptable to the City. Non -admitted surplus lines carriers may be accepted provided they are included on the most recent list of California eligible surplus lines insurers (LESLI list) and otherwise meet City requirements. V�r"cgrRers Comoensatfort Ingura a The Contractor shall take out and maintain during the life of this Agreement, Worker's Compensation Insurance for all of Contractor's employees employed at the site of the project and, if any work is sublet, Contractor shall require the subcontractor similarly to provide Worker's Compensation Insurance for all of the latter's employees unless such employees are covered by the protection afforded by the Contractor. In case any class of employees engaged in hazardous work under this Agreement at the site of the project is not protected under the Worker's Compensation Statute, the Contractor shall provide and shall cause each subcontractor to provide insurance for the protection of said employees. A waiver of subrogation Is required for workers compensation insurance. This policy may not be canceled nor the coverage reduced without 30 days' prior written notice of such cancellation or reduction in coverage to the Risk Manager, City of Lodi, 221 West Pine St., Lodi, CA 95240. NOTE: The City reserves the right to obtain a full certified copy of any Insurance policy or endorsements required. Failure to exercise this right shall not constitute a waiver of the City's right to exercise after the effective date: Page 2 1 of 2 pages I Risk: rev.08.2015