HomeMy WebLinkAboutAgenda Report - February 5, 2020 C-15AGENDA ITEM
CITY OF LODI
COUNCIL COMMUNICATION
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00015
AGENDA TITLE: Adopt Resolution Authorizing City Manager to Execute Member Task Request
Confirmation Number 0149 Pursuant to Shared Services Program Agreement
between the Northern California Power Agency (NCPA) and Southern California
Public Power Authority (SCPPA) to administer the Keep Your Cool Commercial
Refrigeration Program; Provide Support Services and Install Energy Efficiency
Measures to Commercial Refrigeration Customers of Lodi Electric Utility for the
Remainder of FY2020 and through FY2021; and Authorize Expenditure of $53,325
MEETING DATE: February 5, 2020
PREPARED BY: Business Development Manager
RECOMMENDED ACTION: Adopt resolution authorizing City Manager to execute Member Task
Request Confirmation Number 0149 Pursuant to Shared Services
Program Agreement between the Northern California Power Agency
(NCPA) and Southern California Public Power Authority (SCPPA) to administer the Keep Your Cool
commercial refrigeration program; provide support services and install measures to commercial
refrigeration customers of Lodi Electric Utility; and authorize expenditure of $53,325.
BACKGROUND INFORMATION: Lodi Electric Utility seeks to expand its energy efficiency program to
its commercial customers by implementing a turnkey direct install
program of refrigeration equipment upgrades.
Recognizing the potential for joint action purchasing as a mechanism to improve efficiencies and/or gain
better economics of scale, the City of Lodi and Lodi Electric Utility joined with other NCPA and SCPPA
members in a Shared Services Program Agreement (SSPA) under which Lodi Electric Utility may utilize
preapproved vendors and contracts for services.
Authorized by Resolution 2016-162, services under the SSPA are voluntary, and are executed by a
"confirmation" under the SSPA for a particular service. Resolution 2016-162 appointed the City Manager,
Electric Utility Director, together with the City Attorney as designated representatives under the SSPA and
authorized the delegated authorities for amounts not to exceed $20,000 and $15,000, respectively. The
amount of this member task order exceeds the authorization of Resolution 2016-162. The Keep Your Cool
refrigeration program component is a not to exceed amount of $50,000. The administrative cost of the
program through NCPA is a not to exceed amount of $3,325 ($685 to develop the Confirmation and first
month of administration plus $165 per month for each additional month administrative costs are actually
incurred).
The City of Lodi Member Task Request with NCPA and SCPPA for commercial refrigeration services will
be with Efficiency Services Group (ESG). The services will be provided by subcontractor, Redwood
Energy Services. ESG and Redwood Energy Services will develop program materials, identify and
schedule customers, purchase equipment upgrades, administer quality assurance, estimate energy
savings for regulatory purposes, and prepare all necessary reporting.
Adopt Resolution Authorizing City Manager to Execute Member Task Request Confirmation Number 0149 Pursuant to Shared
Services Program Agreement between NCPA and Southern California Public Power Authority to Administer the Keep Your Cool
Commercial Refrigeration Program; Provide Support Services and Install Energy Efficiency Measures to Commercial
Refrigeration Customers of Lodi Electric Utility for the Remainder of FY2020 and Through FY2021; and Authorize the
Expenditure of $53,325
FISCAL IMPACT: This task order confirmation is budgeted in the FY2020 public benefits fund budget.
FUNDING AVAILABLE: The organization and object codes are 50465100-72920.
pv,t,�
ndrew Keys
Deputy City Manager/Internal Services Director
Astrida Trupovnieks
Business Development Manager
CONFIRMATION UNDER THE NCPA SUPPORT SERVICES PROGRAM
AGREEMENT
1. This is a Confirmation pursuant to the Support Services Program Ag-eement and subject
to the terms and conditions of that agreement, except as expressly provided in this Confirmation.
All capitalized terms have the meaning given to them in the Support Services Program Agreement.
2. The Participating Merr_ber for this Confirmation is the CITY OF LODI in the amount of
not -to -exceed $50,000 for the Ef-iciency Services Group, LLC services describzd in paragraph 3.
3. CITY OF LODI requests the following described Support Services in the dollar amount
specified above, as follows:
Efficiency Services Group, LLC (ESG) shall provide its "Keep Your Cool' Commercial
Refrigeration Direct Install Program as designed to meet the goals and objectives of the City of
Lodi/Lodi Electric Utility to help commercial business owners save a signif-cant amount of
energy. The Program includes Customer Recruitment, Site Audit Report, Project Logistics,
Retrofit Installations, Quality Assurance/ Quality Control, Program Metrics :�.nd Measures, Budget
Tracking and Invoicing, Cont -actor Management, and related Tasks, as specifically outlined in its
proposal, copy attached and incorporated herein. The services shall commence in FY 2020 and
continue through FY 2021.
Pursuant to the Shared Services Agreement between NCPA and the Southern California
Public Power Authority (SCPPA;, NCPA agrees to provide the support service- in accordance with
the Goods and Services Agreement between Southern California Public Power Authority and
Efficiency Services Group, LLC dated July 19, 2018, and the Task Order executed among ESG,
SCPPA, NCPA, and CITY OF LODI for these services.
4. The Participating Merr_ber executing this Confirmation agrees to pay for the Support
Services in the not to exceed amount specified in paragraph 2, above; plus the Administrative Cost
of not -to -exceed $3,325 ($685 to develop the Confirmation and first month of administration plus
$165 per month for each additional month administrative costs are actually incurred), in accordance
with the provisions of the Support Services Program Agreement. The total amount expended under
Us Confirmation will not exceec $53,325.
5. A Security Account deposit is not required for this Confirmation.
Date:
Participating Member:
CITY OF LODI
Date:
NORTHERN CALIFORNIA POWER AGENCY
By its Designated Representatives: By:
Randy S. Howard, General Ma ---ager
Stephen Schwabauer, City Manager
Janice D. Magdich, City Attorney
ES-AGY-2016-001 Confirmation No. 0149
Approved as to Form:
Janice D. Magdich, City.Attorney.
Attest:
wM
Pamela M. Farris, Assistant City Clerk
Attest:
Cary A. Padgett, Assistant Secretary to Commission
Approved as to form:
Jane E. Luckhardt. NCPA General Counsel
ES-AGY-2016-001 Confirmation No. 0149
GOODS AND SERVICES AGREEMENT
BETWEEN
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
AND
EFFICIENCY SERVICES GROUP, LLC.
This GOODS AND SERVICES AGREEMENT ("Agreement") is dated and effective as of July
19, 200, by and between Efficiency Services Group, LLC ("Consultant"), a limited liability
corporation, located at 55f5 NE Elam Young Pkwy, Hillsboro, OR 97124 and the Southern
California Public Power Au .hority ("SCPPA"), n joint powers agency created pursuant to the laws
of the State of California, with offices at 1160 Nicole Court, Glendora, Califomia 91740. SCPPA
and Consultant are also referred to herein individually as ("Party") and together as ("Parties").
WHEREAS, SCPPA member utilities ("Members") are engaged in the generation,
transmission, and distribution of electrical energy to retail customers; and
WHEREAS, certain Members have a need for specific goods and/or services that will
improve the efficient use of !lectric energy by customers to allow Members to continue to provide
cost-effective, reliable and 3nvironmentally beneficial electric utility service in their respective
communities; and
WHEREAS. SCPPA issued a competitive solicitation to secure efficiency -related services
and products in a Request frr Proposal (RFP) process in June 2018;
WHEREAS, Consulranl was deemed to be qualified and capable and was selected to
perform specific services through the competitive solicitation process;
NOW, THEREFORE-, in consideration of the promises herein and for other good and
valuable consideration, the parties agree as follows:
I, Services to be Provided: SCPPA engages the Consultant to provide all se. -vices and related
products ("Services") idsntified within the Consultant's Response to the previously defined
RFP. Said Response is made part of and incorporated to this Agreement by reference. All
Services to be provided hereunder are to be set forth in a separate task order ("Task Order")
substantially in the form attached hereto as Exhibit A. All Task Orders shall supersede and
take precedence over the Consultant's Response to the RFP.
A Member who participates in any Task Order shall be referred herein as the "Participating
Member." A Task Ordee may be made on behalf of SCPPA and/or one or more Members and
in all cases shall be signed by the Consultant and SCPPA; provided the Participating Member
shall not be liable for any Task Order related costs unless Participating Member(s), at its
election, signs the Task Order or submits a letter to SCPPA confirming its participation and
funding commitment in form and content mutually acceptable to SCPPA and Participating
Member. Consultant will perform the Services within the applicable Task Order at the
direction of and on behalf of SCPPA and/or the Participating Member. There may be one or
more Task Orders associcted with this Agreement. A Task Order may be amended or replaced
only upon written agreement executed by Consultant and SCPPA and :he participating
Member(s), as may be elected by Participating Member(s). Alternatively, when a Participating
Member has elected to confirm its Task Order participation through a letter, the Participating
Member may confirm its --onsent to an amendment of a Task Order by an updated participation
letter.
2. Independent Contractor: Consultant is an independent contractor, is not an employee of
SCPPA or any SCPPA Member and shall not be entitled to any benefits or rights, including,
but not limited to, sick leave, vacation leave, holiday pay, worker's comrensation or other
insurance benefits. Consultant shall furnish the Services in its own manner and method except
as required by this Agreement. Consultant shall have no authority, express or implied, to act
on behalf of or bind SCPPA or its Members in any capacity whatsoever as agents or otherwise.
Consultant may use the services of subcontractors to perform a portion of its obligations under
this Agreement with the prior written approval of SCPPA. Subcontractors shall be provided
with a copy of this Agreement and Consultant shall have an affirmative duty to assure that all
subcontractors comply with the same and agree to be bound by its terms. Consultant shall be
the responsible party witf, respect to all actions of its subcontractors. Consult4nt is not required
to perform the services at fixed hourly or daily times, nor at SCPPA or Member premises
unless as provided in the Scope of Services. Consultant's time spent at SCPPA, Member, or
project location premises shall be subject to normal business hours, appropriate safety
standards and security requirements.
Standard of Care: The Consultant will perform Services under this Agreement with the
degree of skill and diligence normally practiced in the same industry by consultants performing
the same or similar services. Consultant shall comply with all Federal, State, County, local and
other governing laws, rules and regulations applicable to the performanoe of the Services
including participating Member(s) business practices or other requirements get forth in ti Task
Order, including, but not limited to, equal opportunity practices, living wage ordinances,
applicable business licenses, taxpayer protection acts (limiting gifts or campaign
contributions), and assignment of antitrust causes of action.
4. Changes/Amendments: The terms and conditions of this Agreement mEy not be changed
except as to a particular "ask Order. Any such change can be made in a new Task Order or an
amendment to an existing Task Order, all consistent with the requirements of Section I above.
Any change(s) from the terms and conditions of this Agreement shall only apply to the Services
performed under the particular Task Order in which such change(s) were trade. Services not
expressly set forth hereia or in a Task Order are excluded. Consultant shall promptly notify
SCPPA and participating Member(s) if changes to the Scope of Services will affect the
schedule, level of effort or payment to Consultant. If Consultant determines that changes
should be made to a Task Order, Consultant shall notify SCPPA and participating Member(s)
of such proposed changes in writing, including the effects on the schedule, level of effort and
compensation for such cianges.
5. Payment: SCPPA shall pay Consultant in accordance with the terms and payment schedule
contained in the applicatle Task Order. Each invoice shall include the following:
a. A reference to SCPPA Resolution No, 2018-070;
b. Name of the participating Member(s) and the contact information for participating
Member(s) desig.-cated representative(s);
c. The basis for the amount invoiced, (e.g. services provided, units and costs, etc.)
Consultant shall provide all invoices to both the participating Members) and to SCPPA.
Invoices delivered to SCPPA should be sent to billinainvoices Scm�tt.or�t. invoices received
by SCPPA on or before the 15111 day of a given month and subsequently approved by the
participating Members) on or before the 251h day of the same month, will be paid by SCPPA
before the end of the following month. All other properly invoiced amounts shall be paid not
more than sixty (60) days after delivery of an invoice, provided that the funds for the payment
of such invoices have been transmitted to SCPPA by the participating Member(s). SCPPA
will use best efforts to pEy invoices within a sixty (60) day period.
6, Taxes; Any and all taxes imposed on Consultant's income, imposed or assmsed by reason of
this agreement or its performance, including but not limited to sales or use tries, shall be paid
by Consultant. Consultant shall be responsible for any taxes or penalties Lssessed by reason
of any claims that Consultant is an employee of SCPPA. SCPPA and ConFultant specifically
agree that Consultant is rot an employee or agent of SCPPA.
7. Indemnity: Consultant shall defend, indemnify and hold harmless SCPPA, its participating
Member(s) and their officers, agents, representatives and employees from and against any and
all suits and causes of action, claims, charges, damages, demands, judgments, civil fines and
penalties, or losses of any kind or nature whatsoever for death, bodily injury or personal injury
to any person, including Consultant's employees and agents, or damage or destruction to any
property of either Party, or third person in any manner arising by reason of negligent acts,
errors, omissions or willful misconduct incident to the performance of this Agreement on the
part of the Consultant, or the Consultant's officers, agents, employees, or subcontractors of
any tier, except for the sole active negligence or willful misconduct of SCPPA, its participating
Member(s) and their officers, agents, representatives or employees.
8. Intellectual Property Ir_fringement. Consultant shall defend, indemnify and hold SCPPA
and Member(s) free and :armless from and against any loss, cost and expense that SCPPA or
any participating Member(s) incurs because of a claim that any deliverables, materials or
equipment (hereinafter `Product") provided pursuant to this Agreement infringes on the
intellectual property right of others. Consultant's obligations under this irdemnification are
expressly conditioned on the following: (i) SCPPA must promptly notify Consultant of any
such claim; (ii) SCPPA must in writing grant Consultant sole control of tie defense of any
such claim and of all negotiations for its settlement or compromise (if SCPPA chooses to
represent its own interests in any such action, SCPPA may do so at its own expense, but such
representation must not prejudice Consultant's right to control the defense of the claim and
negotiate its settlement or compromise); (iii) SCPPA and its participating Member(s) must
cooperate with Consultant to facilitate the settlement or defense of the claim; (iv) the claim
must not arise from modifications to or misuse of the Product by SCPPA, its participating
Member(s) or others. In the event of any such infringement claim, Consultant, at its sole option
and expense, may (A) retake title and possession of the Product and refund all compensation
paid by SCPPA, or (B) obtain for SCPPA the right to continue using the Product under the
terms of this Agreement; or (C) replace the Product with another that is substantially equivalent
in function, or modify the Product so that it becomes non -infringing and substantially
equivalent in function.
9. Insurance. Consultant shall at its sole cost and expense procure, provide and maintain, and
shall require each subcortractor (regardless of tier) to provide and maintain, in effect during
the performance of any Services under this Agreement insurance coverage with carriers
reasonably satisfactory tc SCPPA, as follows:
(a) Workers' Compensation insurance in accordance with statutory limits, ars required by the
state in which the services are to be performed, including a waiver of subrogation favoring
SCPPA, and Employer's Liability insurance with limits of not less than one million dollars
($1,000,000) each employee for accident, $1,000,000 each employee for disease, and
$1,000,000 policy limit for disease.
(b) Commercial General Liability insurance providing coverage for bodily injury, property
damage, personal injury, advertising liability, blanket contractual liability, Consultant's
obligations under this Agreement, products and completed operations, and coverage for
independent contractors with limits of not less than one million dollars ($1,000,000) for
each occurrence, an annual aggregate of two million dollars ($ZD00,000), and a
productskompleted operations aggregate of two million dollars ($2,000,000). Such policy
shall cover SCPPA and each participating Member(s) as an additional insured, include a
severability of interest provision, and be primary and not contributory with respect to any
insurance carried by SCPPA or its Members.
(c) Commercial Automobile Liability insurance providing coverage for all owned, non -
owned, and hired automobiles used by Consultant in the performance of the services with
a combined single Emit of not less than one million dollars ($1,000,000) for each
occurrence of bodily injury and property damage.
(d) Errors & OmissionsRrofessional Liability insurance, with limits of Oce million dollars
($1,000,000).
The insurance to be provided by Consultant under this Agreement shall not include any of the
following; except for Professional Liability Insurance, any claims -made insurance policies;
any self-insured retentior or deductible amount greater than two hundred fifty thousand dollars
($250,000) unless approved in writing by SCPPA; any endorsement limiting coverage
available to SCPPA or Farticipating Member(s) that is otherwise required by this Section 9;
and any policy or endorsement language that (1) negates coverage to SCPPA of participating
Member(s) for SCPPA's or participating Members' own negligence; (ii) limits the duty to
defend SCPPA or participating Member(s) under the policy; (iii) provides ccverage to SCPPA
or participating Members) only if Consultant is negligent, or (iv) permits the recovery of
defense costs from any additional insured. The insurance provided under this Agreement shall
not contain any restricions or limitations which are inconsistent with SCPPA's or the
participating Members' mights under this Agreement.
4
Consultant shall fumish SCPPA a certificate of insurance evidencing the -equired coverages
prior to commencement of Services under this Agreement or any Task Ord --r issued pursuant
to this Agreement. Consultant shall provide SCPPA a new or renewed cert ftcate of insurance
upon any changes or modifications to coverage including any extension or renewal of required
insurance coverage; provided that any changes or modifications to coverage shall be consistent
with the requirements of this Agreement.
10. Term and Termination: The term of this Agreement shall be three (3) years from the date
hereof, unless sooner terminated in accordance with this Section 10, at which time it shall
either expire or be extended for one (1) additional term of three (3) years in writing by SCPPA,
subject again to earlier germination in accordance with this Section 10; pn3vided, that in no
case shall this Agreement expire while Services pursuant to Any Task Order remain to be
completed. SCPPA's decision to grant an extension for an additional three 13) year term shall
be at the sole discretion of the SCPPA Executive Director. Notwithstanding anything to the
contrary contained herein, either Party may terminate this Agreement, with or without cause,
upon thirty (30) days' vkritten notice to the other Party. SCPPA shall pay Consultant for all
Services rendered up to the date of termination plus reasonable expenses for winding down the
Services. Any rights or obligations pursuant to Sections 5, 6, 7, 8, and I l shall survive the
expiration or terminatior of this Agreement.
11. Use and Ownership or Work Products:
(a) As used in this agreement, the term "Work Product" means any and all deliverables or
materials fixed in a tangible medium of expression, including software code, written
procedures, written documents, abstracts and summaries thereof, or any portions or
components of the foregoing created, written, developed, conceived, perfected or designed
in connections with tate Services provided under this Agreement.
(b) SCPPA shall retain all rights, title and interest in and to the Work Product, including all
intellectual property rights therein and any and all enhancements, improvements and
derivative works thereof, and Consultant obtains no rights therein.
(c) SCPPA agrees that Consultant shall not have any liability for any revision or addition to,
alteration or deviation from the Work Product or deliverables or use other than the intended
purpose by the inteided recipient, except as such revision, addition to, alteration or
deviation may have received the prior approval of Consultant.
12. Information Provided by Others: To the extent available to SCPPA or the participating
Members(s). SCPPA, thL- participating Member(&), or both shall provide to the Consultant in a
timely manner any Inf3rmation reasonably needed to perform the Services hereunder.
Consultant may rely on the accuracy of information provided by SCPPA and its
representatives. Any Customer Data furnished to Consultant by SCPPA or its participating
Member(s) shall be deemed Confidential Information subject to Section 13 of this Agreement.
The term "Customer Data" shall mean any and all data that describes anything whatsoever
about an individual customer of a participating Member(s), such as address, employment,
contact information, usage history, financial transactions and/or credit history, or that affords
a clear basis for inferrin€ things done by or to an individual or entity such as a record of a
person's presence in a place, or requests for temporary changes in service. "Customer
Responses" shall be any aid all information or opinion collected or gathered from an individual
customer of a participating Member(s), either verbally, in writing, or electronically.
13. Conridentlal Inrormatiaa: With respect to any information supplied in connection with this
Agreement, Confidential Information shall be any and all: (1) Customer Data provided by
SCPPA or any participating Member to Consultant or any of Consultant's subcontractors; and
(2) Customer Responses :ollected by Consultant or any of Consultant's sub: ontractors from
customers of any Members; and (3) any information provided to one Party from another that
is labeled and/or marked confidentlal. The recipient agrees to protect the Confidential
Information in a reasonab.e and appropriate manner, and to use and reproduce the Confidential
Information only as necessary to realize the benefits of or perform its obligations under this
Agreement and for no other purpose.
Notwithstanding the foregoing, Confidential Information does not include information which
(i) at the time of disclosure is within the public domain through no breach of this Agreement
by either Party; (ii) has been known or independently developed by and i& currently in the
possession of recipient prior to disclosure or receipt thereof; (iii) was or is acquired by recipient
from a third party (other than a SCPPA Member Customer contacted by Consultant in the
course of performance of this Agreement) or (v) disclosed pursuant to a legal requirement or
order. The recipient may disclose the Confidential Information on a need -to -know basis to its
contractors, agents and affiliates who agree to confidentiality and non-use terms that are
substantially similar to these terms. The parties acknowledge and agree tha: any proprietary
software provided by Co:tsultant in connection with this Agreement shall be considered the
Confidential Information of Consultant.
Ip the case of a bonafilde request received by SCPPA under the California Public Records Act
("CPRA,") Cal. Gov't Code § 6250 gi seq.) from a third party for access to Consultant's
Confidential Information subject to this Agreement, SCPPA shall promptly notify Consultant
of such request and shall follow Consultant's reasonable instructions in responding thereto
subject to the understanding that SCPPA cannot delegate the responsibilities imposed on it by
the CPRA to Consultant. In the event access to such Confidential Information is denied and
the third party requesting the same initiates litigation to compel access under the CPRA,
SCPPA shall promptly advise Consultant of such litigation, and SCPPA shall have no other
duty or obligation to Consultant under this Agreement with respect to the denial of access to
such Confidential lnforrration or to oppose or defend any such litigation. Consultant, at its
own cost and expense, shall indemnify, defend and hold SCPPA free and harmless from such
litigation or any claim, suit, cost, expense, judgment or order related thereto or otherwise
arising from the denial of access to Consultant's Confidential Information to said third party.
Confidential Information must be kept in a secure location. Confidential Information received
from customers of a Member will only be provided by Consultant to SCPPA and its designated
representatives, and to no other party. Consultant shall, when directed by SCPPA, create
aggregated data derived from Confidential Information in such a way such that individual
customer responses or data cannot be determined. Consultant will retain the Confidential
Information only so long as it is necessary to perform Consultant's tasks under the Agreement,
and after such time, the Confidential Information will be returned to SCPPA (or at SCPPA's
written option, destro)ed), and Consultant will retain no copies of the Confidential
Information.
Consultant shall be responsible to ensure that any subcontractors used to provide Services
that have access to Confidential Information or who will collect Customer Responses comply
with the provisions of th s Section 13.
14. Dispute Resolution: Consultant and SCPPA shall attempt to resolve conflicts or disputes
which arise under this A,reement or which relate in any way to this Agreement or the subject
matter of this Agreeme.it in a fair and reasonable manner. Where Parties are unable to
otherwise resolve conflicts or disputes, the Parties agree to attempt to mediate the conflict or
dispute by a professional mediator. If mediation does not settle any conflict or dispute the
Parties may agree in writing to arbitration under the rules governing commercial arbitration as
promulgated by the American Arbitration Association, arbitrability shall be subject to the
Federal Arbitration Act Lnd the locale of the arbitration shall be Southern California.
Notwithstanding any other term of this Agreement and to the fullest extent permitted by law,
both parties agree to waive any consequential, indirect and special damages and agree that the
total liability of Consultant to all parties under or in connection with this Agreement and all
Task Orders hereunder, whether in contract, sort, negligence, breach or oaherwise shall not
exceed two times the total fee paid to Consultant hereunder, with the exception of liability for
personal injury or death caused by the negligence or willful misconduct of Consultant.
Consultant's liability under or in connection with this Agreement or any Task Order shall
expire two (2) years from the date of completion of the services pursuant to the applicable Task
Order.
15. Representatives
Each Parties representative for administration of this Agreement shall be as indicated below.
All notices, requests, demands and other communications hereunder shall b. deemed given
only if in writing signed by an authorized representative of the sender and delivered by first
class mail, postage prepaid; by electronic mail or facsimile, with a hard cop} mailed first
class, postage prepaid; of when sent by a courier or service guaranteeing overnight delivery
to the receiving party, addressed as follows:
To SCPPA:
To Consultant:
Bryan Cope
Mark Gosvener
1 160 Nicole Court
5605 NE Elam Young Pkwy
Glendora, CA 91740
Hillsboro, OR 97124
(626)793-9364
(888)883-9879
Eieo Co4c 3a,orp
I AIMIOMMLIC.Gni"I
All questions pertaining to this Agreement shall be referred to the above-named person(s), or
to the representative's designee.
Except as otherwise provided herein, the representatives set forth herein shall have authority
to give all notices required herein.
Either party may change i:s address for the purposes of this Agreement by giving written
notice of such change to the other party in the manner provided in this Sectica.
Notice shall be deemed effective: 1) immediately, upon personal delivery; 2) :wo calendar
days after transmission by electronic mail or facsimile; five calendar days after deposit in
first class mail, if mailed within the United States; and ten calendar days after deposit in the
mail, if mailed from outside the United States.
16. Miscellaneous;
(a) This Agreement is binding upon and will inure to the benefit of SCPPA and Consultant
and their respective successors and assigns. Neither Party may assign its rights or
obligations hereunder without the prior written consent of the other Party; provided,
however, that either Forty may assign this Agreement to a successor of :he Party's entire
business relating to this Agreement.
(b) if any provision of this Agreement is rendered invalid or unenforceable under any
circumstance, the remainder of this Agreement shall continue to be in fufl force and effect
and the provision declared invalid or unenforceable shall continue to be in full force and
effect as to other circumstances in accordance with, the laws of the State of California.
(c) This Agreement is entered into in Los Angeles County in the State of California and shall
be governed by, and construed in accordance with, the laws of the Statc of California.
17, Counterparts and Electronic Signatures: This Agreement may be executed in one or more
counterparts, each of which when executed by each party shall be deemed to be an original and
all of which, when taken together, shall be deemed to be one and the same agreement or
document. A signed copy of this Agreement transmitted by facsimile, email r other means of
electronic transmission stall be deemed to have the same legal effect as delivery of an original
executed copy of this Agreement for all purposes, to the extent and as provided for in any
applicable law, including the Federal Electronic Signatures In Global and National Commerce
Act and Records Act, and California's Uniform Electronic Transactions Act
]SIGNATURE PAGE TO FOLLOW]
IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first written
above.
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
MICHAEL S. WEBSTER
Executive Director
and;
Approved as to Legal Form and Content:
RICHARD J. MORILLO
General Counsel
EFFICIENCY SERVICES GROUP, LLC.
1//jBy 5' - r --
MARk GOSVENER
Chief Operational Ot icer
9
TASK ORDER No.: ESG-1! CEA-LOD101
Date: 12/13/2019
Project Description: Efficiency Services Group "Keep Your Cool" Commercial
Refrigeration Direct Install Program
Sponsor: Northern Cali=ornia Power Agency (NCPA or Agency]
Participating NCPA Member: City of Lodi
Consultant: Efficiency Services Group, LLC (ESG)
Consultant, SCPPA, NCPA, and Participating NCPA Member ("Participating Member") identified
above, agree that Consultant Shall provide the Services specified herein pursuant to the terms and
conditions of the Goods and Services Agreement Between Southern California Public Power
Authority And Efficiency Services Group, LLC ("Agreement") dated July 19, 2018, except as
specifically modified herein.
SCPPA and NCPA executed a Shared Services Agreement effective August 1, 2015, authorizing
among other things, the purchase or acquisition of goods and services by each Paly or a Party's
Members where provision has been provided in contracts for the other Par -.y and its Members to
avail themselves of goods ani services offered under the contract or where either Party's bidder
or Consultant is willing to extend prices to the other Party and its Members.
Scope of Services
Consultant will provide its "Keep Your Cool" Commercial Refrigeration Direct Install Program,
as designed to meet the goals and, objectives of the City of Lodi and Lodi Electric Utility to help
commercial business owners save a significant amount of energy. The Program includes
Customer Recruitment, Site Audit Report, Project Logistics, Retrofit Installations, Quality
Assurance/Quality Control, P-ogram Metrics, and Measures, Budget Trackir 9 and Invoicing,
Contractor Management, and related Tasks, as specifically outlined in ESG's proposal for Lodi
Electric Utility, a copy of which is attached hereto as Exhibit "A". The services shall commence
in FY 2020 and continue through FY 2021 (June 30, 2021), based on Purchase Orders issued by
NCPA to ESG.
Compensation and Schedule
The total cost for the requested Services under this Task Order shall not exceed $50,000, which
shall include all fees, costs, and expenses, in accordance with Consultant's p -icing included in
Exhibit "A." This dollar amotnt is not a guarantee that the full amount will =.e paid to
Consultant, but is merely a limit of potential expenditures under this Task Order.
The services shall be performed during the period including July 1 through June 30 each year,
beginning in FY 2020 and cor_tinuing through FY 2021 as requested by Spo-sor on behalf of its
Participating NCPA Member. Sponsor shall issue a Purchase Order to Consultant for the
requested Services.
Page 1
Changes/Amendments to Agreement
In accordance with Section 4 of the Agreement, entitled "Changes/Amendrr_ents," the Agreement
between SCPPA and ESG is=lereby amended and/or restated for purposes of this Task Order
only as follows:
a. The following WHEREAS clause is added to the Agreement:
WHEREAS, in addition to the SCPPA members, the Northern California Power Agency
("NCPA") and its member agencies, from time to time, have a similar need for services, and
where NCPA and its member agencies participate in this Agreement the term Member shall
apply to each in the same manner as it applies to any SCPPA member; and
b. The definition of "Participating Member" set forth in Section 1, entitled "Services to be
Provided", is amended as follows: A Member, or NCPA or a NCPA member agency, who
participates in any Task Order shall be referred herein as the "Participating Member."
C. Section 5 of the Agreement, entitled "Payment," is hereby amended and restated for
purposes of this Task Order only to read in full as follows:
5. Payment: NCPA shall pay Consultant directly for Services provided to the City of
Lodi/Lodi Electric Utility unser this Task Order in accordance with the tern -s and payment
schedule contained in the applicable Task Order. Consultant shall submit invoices not more often
than once a month during the term of this Task Order based on the cost for services performed
and reimburseable expenses incurred prior to the invoice date. Invoices shall contain the
following information:
• The beginning and ending dates of the billing period;
■ Work performed;
■ The Purchase Order number authorizing the Work;
• At NCPA's option, fo- each work item in each task, a copy of the applicable time entries
or time sheets shall be submitted showing the name of the person doing the work, the
hours spent by each person, a brief description of the work, and each reimbursable
expense, with supporting documentation to Agency's reasonable satisfaction; and
• At NCPA's option, the total number of hours of work performed unser the Agreement by
Consultant and each employee, agent, and subcontractor of Consultant performing work
hereunder.
Invoices shall be sent to
Northern California Power Agency
651 Commerce Drive
Roseville, California 95678
Attn: Accounts Payable
Acuts—ayable a ncpa.corx
Page 2
NCPA shall make payments to Consultant, based on invoices received, for services satisfactorily
performed, and for authorized reimbursable costs incurred. NCPA shall have sixty (60) days
from the receipt of an invoice that complies with all of the requirements above to pay Consultant.
d. Section 18, entitled "Department of Industrial Relations and Prevail_ng Wage Rates," is
hereby added to the Agreement, as follows:
18. Department of Industrial Relations and Prevailing Wage Rates
(a) Monitoring by DIR. The Work is subject to compliance monitoring and enforcement by the
Department of Industrial Relations.
(b) Registration with DIR. During the term of this Agreement, Consultant warrants that it and
its subcontractors are registered with the Department of Industrial Relations and qualified to
perform Work consistent witl-_ Labor Code section 1725.5.
(c) Prevailing Wage Rates. In accordance with California Labor Code Section 1771, not less
than the general prevailing rate of per diem wages for work of a similar character in the locality
in which the Work is to be performed, and not less than the .general prevailing rate of per diem
wages for holiday and overtime work as provided in the California Labor Cade must be paid to
all workers engaged in performing the Work. In accordance with California Labor Code Section
1770 and following, the Director of Industrial Relations has determined the general prevailing
wage per diem rates for the locality in which the Work is to be performed; t' --,.e Agency has
obtained the general prevailing rate of per diem wages and the general rate for holiday and
overtime work in the locality in which the Work is to be performed for each :raft, classification
or type of worker needed to perform the project; and copies of the prevailing rate of per diem
wages are on file at the Agency and will be made available on request. Throughout the
performance of the Work, Consultant must comply with all applicable laws and regulations that
apply to wages earned in performance of the Work. Consultant assumes all responsibility for
such payments and shall defend, indemnify and hold the Parties harmless froom any and all claims
made by the State of Californ_a, the Department of Industrial Relations, any subcontractor, any
worker or any other third party with regard thereto.
Additionally, in accordance Aith the California Administrative Code, Title 8, Group 3, Article 2,
Section 16000, Publication of Prevailing Wage Rates by Awarding Bodies, -copies of the
applicable determination of the Director can be found on the web at:
http://www.dir.ca.gov/DLSik!'IIWD/ and may be reviewed at any time.
Consultant shall provide a certified copy of its payroll, on forms to be determined by the Agency
and consistent with the Labor Code, within ten (10) days of the Consultant', receipt of Agency's
written request therefor. Consultant's failure to timely comply with this provision may subject
the Consultant to penalties pu--suant to state law.
Consultant shall comply with applicable law, including Labor Code Sections 1774 and 1775. In
accordance with Section 1775, Consultant shall forfeit as a penalty to Agency $200.00 for each
calendar day or portion thereof, for each worker paid less than the prevailing rates as determined
Page 3
by the Director of Industrial Relations for such work or craft in which such worker is employed
for any Work done under the Agreement by Consultant or by any subcontrEctor under Consultant
in violation of the provisions of the Labor Code and in particular, Labor Code Sections 1770 et
seq. In addition to the penalty and pursuant to Section 1775, the difference '3etween such
prevailing wage rates and the amount paid to each worker for each calendar day or portion
thereof for which each worker was paid less than the prevailing wage rate shall be paid to each
worker by the Consultant.
Representatives of Sponsor and Participating Members
Sponsor Representative
Randy S. Howard, General Manager
Northern California Power Agency
651 Commerce Drive
Roseville, CA 95678
Telephone: 916-781-3-636
Linda Stone, Support Services Program Coordinator
Linda.stone(@)ncya.com
Telephone: 916-781-4248
Partici aatin Member Re rescntatives:
Astrida Trupovnieks
City of Lodi
atrupovnieksj lodi.gov
Prior Amendment(s) to the Agreement
None.
[SIGNATURE PAGES FOLL0WJ
Page 4
IN WITNESS WHEREOF, tie parties have signed this Task Order effect Ve as of the date first
written above.
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
MICHAEL S. WEBSTER
Executive Director
and
Approved as to Legal Form. and Content:
RICHARD J. MORILLO
General Counsel
EFFICIENCY SERVICES GROUP, LLC
MARK GOSVENER
Chief Operational Off_cer
Sponsor's Acknowledgement and Agreement
By signing this Task Order, Sponsor agrees that it is responsible for paymeni to Consultant for
all fees and expenses invoices by Consultant in accordance with Section 5, above, and will be
responsible for all payment obligations incurred in connection with the work performed at the
direction of or on behalf of Participating NCPA Member. Sponsor agrees to indemnify, defant,
and hold SCPPA and all SCP -2A members harmless for payment for work performed at the
direction of, and for the exclusive benefit of Participating NCPA Member.
NORTHERN CALIFORNIA POWER AGENCY
ME
RANDY S. HOWARD
General Manager
Approved as to form:
Jane E. Luckhardt, NCPA Gen--ral Counsel
Page 5
Participating Membtir's Acknowledgement and Agreement
By signing this Task Order, Participating Member agrees to indemnify, deknd and hold SCPPA
and all SCPPA Members har-nless for payment for work performed at the direction of, and for its
exclusive benefit. Participating Member further agrees to indemnify, defend and hold harmless
SCPPA, all SCPPA member: and their respective directors, officers, agent., representatives,
employees, successors and assigns from and against any and all losses, injuries, costs and
expenses, damages, liens, claims, or liabilities, incurred by SCPPA in connection with the work
performed for the benefit of, or on behalf of, Participant pursuant to the Agreement.
CITY OF LODI
Stephen Schwabauer, City Manager
And
Janice D. Magdich, City Attorney
Attest:
Jennifer M. Ferraiolo, City Clerk
Approved as to Form;
JANICE D, MAGDICH
City Attorney �./'
Page 6
EFFICIENCY SERVICES
Group
5605 NE Elam Young Parkway
Hillsboro, OR 97124
(8E8) 883-9879 Toll -Free
1503) 718-3733 Phone
(503) 344-6942 Fax
KEEP YOUR COOL PROGRAM
SCOPE OF WORK
The goal of the Keep Your Cool Commercial Refrigeration (KYC) Program Is to help commercial
business owners save a significant amount of energy through the installation of targeted, best
practice measures that are low-risk and high return. Combined with additional benefits such as
job creation/retention, increased awareness of energy efficiency in the commercial market
sector, and driving sustainability through equipment upgrades, the program is well positioned
to meet the goals of the Lod Electric Utility (LEU).
Budget tracking and Invoicing
Project costs billed to NCPA =or LEU will be tracked on a monthly and program -to -date basis.
ESG will maintain a budget tracker which compares the program -to -date expenses to the total
budget to ensure the work order funds are not exceeded under this Agreement. Monthly
Invoices will be submitted to NCPA and LEU for completed projects. Invoices will associate all
project costs with a specific customer sites and measures Installed.
Contractor Management
ESG will be responsible for the quality of work of all contractors utilized under this Agreement,
NCPA and LEU's main point cf contact will be ESG under this Agreement. The Installing
contractor for this program Is Redwood Energy Services.
Program Materials Development
ESG will work with LEU to develop program materials and determine other program collateral
to be left with customers and create program templates (such as a letter introducing the
program).
Customer Recruitment
ESG and KYC program Installing contractor are responsible for Identifying, erllsting and
scheduling retrofit Installations for LEU customers.
The KYC Program's customer recruitment strategy Is multi -faceted and may include: 1.) an
Introduction letter; 2.) a postcard campaign to further alert prospects; 3.) she visits from
program auditors following leads generated by direct mail or the website; and 4.) systematic
cold -calls by program auditors, Making sure that every customer has multiple interactions with
the program is the key to avoiding lost opportunities.
Site Audit Report
Customers who express Interest in the program will receive a site audit by a program auditor.
The auditor will Inspect existing refrigeration equipment at their facility for energy upgrade
opportunities. The location of each piece of equipment will be labeled with a unique program
tracking number (typically a door tag, each with a unique number) and any `:Jture work done to
that equipment will include a reference to that tracking number. Digital phctographs may be
taken to record the specifications and/or the condition of the equipment, whether or not it Is to
be retrofitted.
The program auditor will reoord their findings and prepare a proposal for the customer. The
proposal will detail all recon mended energy efficient measures, the energy and monetary
savings estimates and the in:entives available. The auditor will submit the signed proposal and
documentation to program administrator. Auditors will follow up with customers who require
extra time to decide, have additional questions or must meet requirements specific to their
business (e.g. corporate app -oval).
Project Logistics
Once a customer signs the required participation paperwork, program administration will take
responsibility for coordinatirg successful project delivery. This Includes purchasing required
material for the project, as well as reserving funds in the budget to avoid oversubscription for a
given work order Issued under this Agreement.
Retrofit Installations
An appointment for the project installation work will be scheduled with the customer. Installers
will arrive at the scheduled time, greet the customer or their employee, and identify
themselves as a representative of LEU and the KYC Program.
Upon completion of the installations, the Installer will provide the customer with an
explanation of all work that was performed. When the work meets the custcmer's approval,
they will be asked to sign a P-oject Completion Form. If the job cannot be completed on that
day, the Installer will let the customer know when they will return to complete the job. In the
event a customer is not satisfied with the Installation and chooses not to sign the completion
form, the Installer will first work to rectify the customer's concerns. If immeclate resolution Is
not possible, the Installer wll- seek guidance from Program administration, If a resolution still
cannot be achieved, ESG will determine the best course of action, which may Include
consultation with LEU.
Quality Assurance / Quality Control
All materials installed under this Agreement are new and sourced from -the best-known
suppliers. ESG will provide data sheets for all products installed in the KYC Program upon
request.
A key component to validating energy savings and customer satisfaction is performing Quality
Control (QC) verifications. One hundred percent of the projects that are completed under this
Agreement will receive a post -Installation site visit. These QC post -installation visits are not
Intended to replace work performed by official EM&V, which LEU may choose to perform at a
later time. Instead, these QC site visits are Intended to provide a high level of confidence and
assurance in the accuracy of reported measures, savings and customer satisfaction.
During the QC field visits, ESG staff will verify the following;
Y All measures reported and invoiced by the Installer are accounted for in the building and
that the measures are installed and working properly.
• In the event a discrepancy or improper Installation Is identified, ESG will follow up with the
installing contractor and ensure the work is rectified.
a ESG will Interview the customer and reinforce to the customer that LEU is providing this
program to help managethelr energy costs and wants to assure that the customer's
participation and experience in the program was a positive one.
If the customer Indicates dissatisfaction with any aspect of the program, ESG will report it to
the installing contractor and ensure that any Issues are addressed to the customer's
satisfaction.
Program Metrics
The measures Installed, date of Installation, and estimated energy savings and demand
reduction will be tracked on an ongoing basis during this Agreement. Monthly reports will be
prepared for LEU and will detail the activity for the month and for the total program -to -date In
their service territory. A separate report will be prepared for LEU's fiscal year which will Include
all the data required to report the retrofit projects and savings in the Eg reporting tool.
Measures
Measures In this program fall Into three categories; measures that reduce air leakage from
cooled spaces, higher efficiercy equipment and equipment controls. Specifiertion sheets for
any products Installed throu€h this program are available upon request. The measures in the
following table are included In the program.
Pricing
ASH Controller: Coolers
door $216.96
ASH Controller: Freezers
door
$338.11
Auto Door Closer: Reach -In
closer
$167.91
Auto Door Closer: Walk -In
closer
$220.91
Door Gasket
linear foot
$11.50
Strip Curtain: Walk-in
square foot
$13.90
ECM Motor Controller
controller
$1,316.42
LED Canopy Light
fixture
$820.00
LED Case Light
fixture
$290.81
Programmable EC Motor (3;4 HP, 5.6A)
motor
$712.25
Programmable EC Motor (1;2 HP, 4.OA)
motor
$681.96
Programmable EC Motor (1j3 HP, 2.6A)
motor
$586.55
Programmable EC Motor (1/15 HP, 1.8A)
motor
$325.08
Programmable EC Motor (Iµ47 HP,1.1A)
motor
$264.51
Programmable EC Motor (1/5 HP, 3.2A)
motor
$575.94
Q -Sync Motors (1/15 HP), replacing standard motor
motor
$325.08
Q -Sync Motors (1/15 HP), replacing EC motor
motor
$325.08
Q -Sync Motors (1/47 HP), replacing standard motor
motor
$264.51
Q -sync Motors (1/47 HP), replacing EC motor
motor
$264.51
Retrofit Doors on Open Cases
linear foot
$377.00
Horizontal Case Lighting (T8 LEDs)
lamp
$29.00
Other T8 Lighting Upgrades :o T8 LEDs
lamp
$29.00
RESOLUTION NO. 2020-23
A RESOLUTION OF THE LODI CITY COUNCIL AUTHORIZING THE
CITY MANAGER TO EXECUTE MEMBER TASK REQUEST
CONFIRMATION 0149 TO SHARED SERVICES PROGRAM AGREEMENT
BETWEEN THE NORTHERN CALIFORNIA POWER AGENCY (NCPA) AND
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY (SCPPA) TO
ADMINISTER THE KEEP YOUR COOL COMMERCIAL REFRIGERATION
PROGRAM, PROVIDE SUPPORT SERVICES, AND INSTALL ENERGY
EFFICIENCY MEASURES TO COMMERCIAL REFRIGERATION CUSTOMERS
OF LODI ELECTRIC UTILITY FOR THE REMAINDER OF FISCAL YEAR 2020
AND THROUGH FISCAL YEAR 2021; AND FURTHER AUTHORIZING THE
EXPENDITURE OF FUNDS
WHEREAS, the Lodi Electric Utility seeks to expand its energy efficiency program to its
commercial customers by implementing a turnkey direct install program of refrigeration
equipment upgrades; and
WHEREAS, Resolution No. 2016-162 authorizes member utilities of the Northern
California Power Agency (NCPA) to participate in the Shared Services Program Agreement to
joint -purchase products and services relating to the operation of a publicly -owned electric utility
with preapproved vendors and contracts; and
WHEREAS, the Member Task Request Confirmation is to acquire a shared services
agreement with NCPA and Southern California Public Power Authority (SCPPA) to obtain
energy efficiency services from the Efficiency Services Group and subcontractor Redwood
Energy Services for the development and implementation of a turnkey commercial refrigeration
equipment upgrade program for Lodi Electric Utility commercial accounts for the remainder of
FY20 and through FY21, in an amount not to exceed $50,000.
NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby
authorize the City Manager to execute Member Task Request Confirmation 0149 pursuant to
Shared Services Program Agreement between Northern California Power Agency (NCPA) and
Southern California Public Power Authority (SCPPA) to administer the Keep Your Cool
commercial refrigeration program, provide support services and install energy efficiency
measures to commercial refrigeration customers of Lodi Electric Utility for the remainder of
FY20 and through FY21, in an amount not to exceed $50,000, and authorize the expenditure of
$53,325; and
BE IT FURTHER RESOLVED, pursuant to Section 6.3q of the City Council Protocol
Manual (Res. No. 2019-223), the City Attorney is hereby authorized to make minor revisions to
the above -referenced document(s) that do not alter the compensation or term, and to make
clerical corrections as necessary.
Dated: February 5, 2020
I hereby certify that Resolution No. 2020-23 was passed and adopted by the City
Council of the City of Lodi in a regular meeting held February 5, 2020 by the following votes:
AYES: COUNCIL MEMBERS — Chandler, Mounce, Nakanishi, and
Mayor Kuehne
NOES: COUNCIL MEMBERS — None
ABSENT: COUNCIL MEMBERS — Johnson
ABSTAIN: COUNCIL MEMBERS — None
PAMELA M. FARRIS
Assistant City Clerk
2020-23