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Agenda Report - November 17, 2021 C-12
AGENDA ITEM C.,.42 CITY OF LODI COUNCIL COMMUNICATION TM AGENDA TITLE: Adopt Resolution of the Lodi City Council Authorizing City Manager to Execute Amendment No. 5 to Contract with Efficiency Services Group, LLC, an Oregon Limited Liability Company Increasing Original Contract Amount by $247,500 through June 30, 2022 for Additional Services MEETING DATE: November 17, 2021 PREPARED BY: Business Development Manager RECOMMENDED ACTION: Adopt resolution of the Lodi City Council authorizing City Manager to execute Amendment No. 5 to contract with Efficiency Services Group, LLC, an Oregon Limited Liability Company increasing original contract amount by $247,500 through June 30, 2022 for additional services. BACKGROUND INFORMATION: Efficiency Services Group (ESG) has been the City's energy advisor and third -party administrator of the Direct Install energy efficiency measure program, and its residential and commercial rebate program since 2014. A professional services agreement between the City of Lodi and Efficiency Services Group, LLC was executed on June 13, 2019 for an original term commencing on July 1, 2019 and terminating upon completion of the scope of services, or on June 30, 2021, which ever occurred first. Since execution in 2019, the contract has been amended four times. Amendments No. 1 and No. 2 increased the contractor's scope of work to include the administration of the CARE program. Amendment No. 3, dated May 26, 2021 (and inadvertently entitled "Amendment No. 2"), authorized the extension of contract term for an additional year ending June 30, 2022. Amendment No. 4, dated July 27, 2021 (and inadvertently entitled "Amendment No. 3") extended the term of the Agreement as a third - party administrator of the CARE program from June 30, 2021 to September 30, 2021. This amendment was required because September 30, 2021 represented the expiration of the temporarily -modified criteria of the CARE program. Amendment No. 5 will increase the contract amount by $247,500 for the administration and implementation of the Direct Install Program and the residential and commercial energy efficiency rebates program for an additional year. The total contract amount to date is $462,335 which includes the original contract amount of $458,600 and CARE program administration fees in the amount of of $3,735. Amendment No. 5, if approved, will add $247,500 to the contract. The total contract amount will be $709,835, plus $45 per application received for processing CARE invoices received through June 30, 2022. APPROVED: Steve SchwabaUer Stephen Schwabauer, City Manager Adopt resolution of the Lodi City Council authorizing City Manager to execute Amendment No. 5 to contract with Efficiency Services Group, LLC, an Oregon Limited Liability Company increasing original contract amount by $247,500 through June 30, 2022 for additional services FISCAL IMPACT: The contract amendment amount of $247,500 will fund additional energy efficiency program services for the year ending June 30, 2022. FUNDING AVAILABLE: The funding is available in the FY 22 Public Benefits budget appropriated by City Council. The account codes for this contract are: Direct Install Program 50465100.72920 ($160,000) and Program Administration 50465100.72450 ($87,500). Andrew Keys Andrew Keys Deputy City Manager/Internal Services Director EATrcipom ekt Astrida Trupovnieks Business Development Manager Signature: Q r x(,� Signature: Email: akeys@lodi.gov Email: sschwabauer@lodi.gov AMENDMENT NO. 5 EFFICIENCY SERVICES GROUP, LLC AGREEMENT FOR PROFESSIONAL SERVICES THIS AMENDMENT NO. 5 TO AGREEMENT FOR PROFESSIONAL SERVICES, is made and entered this day of 2021, by and between the CITY OF LODI, a municipal corporation (hereinafter "CITY"), and Efficiency Services Group, LLC, an Oregon Limited Liability Company qualified to do business in California (hereinafter "CONTRACTOR"). WITNESSETH: 1. WHEREAS, CONTRACTOR and CITY entered into a Professional Services Agreement on June 13, 2019, Amendment No. 1 on June 26, 2020, Amendment No. 2 on October 1, 2020, Amendment No. 3 on May 26, 2021 (inadvertently entitled "Amendment No. 2,") and Amendment No. 4 on July 27, 2021 (inadvertently entitled "Amendment No. 3,"), (collectively the "Agreement"), as set forth in Exhibit 1, attached hereto and made a part of; and 2. WHEREAS, CONTRACTOR and CITY desire to amend said Agreement to increase the contract amount by $247,500, for the administration and implementation of the Direct Install Program and the residential and commercial energy efficiency rebate program through June 30, 2022; and 3. WHEREAS, CONTRACTOR and CITY agree to the amendment set forth above. NOW, THEREFORE, the parties agree to amend the Agreement as set forth above. All other terms and conditions of the Agreement remain unchanged. IN WITNESS WHEREOF, CITY and CONTRACTOR have executed this Amendment No. 5 on the date and year first above written. CITY OF LODI, a municipal corporation STEPHEN SCHWABAUER City Manager Attest: JENNIFER CUSMIR City Clerk Approved as to Form: JANICE D. MAGDICH ' J City Attorney EFFICIENCY SERVICES GROUP, LLC, an Oregon Limited Liability Company MARK GOSVENER Chief Operating Officer AMENDMENP4'0.3 EFFICIENCY SERVICES GROUP AGREEMENT FOR PROFESSIONAL SERVICES EXHIBIT � THIS AMENDMENT NO. 3 TO PROFESSIONAL SERVICES AGREEMENT, is made and entered this 27 day of July . 2021, by and between the CITY OF LODI, a municipal corporation (hereinafter "CITY"), and EFFICIENCY SERVICES GROUP, a California Domestic Non -Profit, (hereinafter "CONTRACTOR"), 1. WHEREAS, CONTRACTOR was retained by the City to provide application administration services for the Lodi Electric Utility's Customer Assistance & Relief (CARE) Package program; and 2. WHEREAS, CONTRACTOR and CITY entered into a Professional Services Agreement on June 13, 2019, (the "Agreement"), the original of which is on file with the City Clerk's Office; and 3. WHEREAS, on June 3, 2020, CONTRACTOR and CITY executed Amendment No. 1 to expand the Contractor's scope of services as a third -party administrator of the Customer Assistance & Relief Energy (CARE) Package program (Amendment No. 1), the original of which is on file with the City Clerk's Office; and 4. WHEREAS, on August 19, 2020, CONTRACTOR and CITY executed Amendment No. 2 to expand the term of the Agreement as a third -party administrator of the Customer Assistance & Relief Energy (CARE) package program (Amendment No, 2), the original of which Is on file with the City Clerk's Office; and 5. WHEREAS, the CARE program will be extended through September 30,2021; and 4. WHEREAS, by approval of Resolution No. 2020-121, and Resolution No. 2020-184, Lodi City Council has authorized the City Manager to increase CARE Program third -party administrator contract limits by an indefinite amount each, however, collectively, not -to -exceed $102,000; and 6. WHEREAS, the Agreement, Amendment No. 1, and Amendment No. 2 are collectively referred to as the "Agreement" and by this reference are incorporated as if fully set forth herein. NOW, THEREFORE, the parties agree to amend the Agreement to extend the term of the Agreement to and including September 30, 2021, IN WITNESS WHEREOF, CITY and CONTRACTOR have executed this Amendment No. 3 on the date and year first above written, CITY OF LODI, a municipal corporation STEPHEN SCHWABAUER City Manager Attest: .Tera �i• C.crs JENNIFER CUSMIR City Clerk EFFICIENCY SERVICES GROUP, LLC an Oregon limited liability company 6rC�rw�r�- Wr� Gutnw /�I wt ."ll'N li Ibl� .. MARK GOSVENER Chief Operating Officer Approved as to Form: I JANICE D. MAGDICH City Attorney e J AMENOME(VT"NO. 2 EFFICIENCY SERVICES GROUP, LLC AGREEMENT FOR PROGESSIONAL SERVICES THIS AMENDMENT NO. 2 T AGREEMENT FOR PROFESSIONAL SERVICES, is made and entered this AAay of2021, by and between the CITY OF LODI, a municipal corporation (hereinafter "C "), and (CONTRACTOR) (hereinafter "CONTRACTOR"). WITNESSETH: 1. WHEREAS, CONTRACTOR and CITY entered Into an Agreement (hereinafter, "Agreement") on June 19, 2019 as set forth In Exhibit 1 attached hereto and made a part hereof; and 2. WHEREAS, CONTRACTOR and CITY desire to amend said Agreement to extend the term of the Agreement to June 30, 2022; and 3. WHEREAS, CONTRACTOR and CITY agree to said Amendment. NOW, THEREFORE, the parties agree to amend the Agreement and extend the term of the Agreement to June 30, 2022, All othef terms and conditions shall remain unchanged as set forth In the Agreement (Exhibit 1). IN WITNESS WHEREOF, CITY and CONTRACTOR have executed this Amendment No. 2 on the date and year first above written. CITY OF LODI, a municipal corporation Steve Schwabauer STEPHEN SCHWABAUER City Manager EFFICIENCY SERVICES GROUP, LLC Attest; r JENNIFER CUSMIR City Clerk Approved as to Form: .! NI CE MAGDICH Clty Attorney Mark Gosvener Mark Gosvener Chief Operating Officer AMENDMENT NO. 2 EFFICIENCY SERVICES GROUP AGREEMENT FOR PROFESSIONAL SERVICES THIS AMENDMENT 0. 1 TO PROFESSIONAL SERVICES AGREEMENT, is made and entered this __L_ day of , 2020, by and between the CITY OF LODI, a municipal corporation (hereinafter "CITY"), and EFFICIENCY SERVICES GROUP, LLC, a Oregon limited liability company (hereinafter "CONTRACTOR"). WITNESSETH: 1. WHEREAS, CONTRACTOR and CITY entered into a Professional Services Agreement on June 13, 2019, (the "Agreement"), attached hereto as Exhibit 1 and made a part hereof; and 2. WHEREAS, Contractor was retained by the City to provide 1) energy efficiency program design, 2) residential, commercial and industrial program administration and field services, 3) residential direct install and snapshot audit program, and 4) marketing support; and 3. WHEREAS, on June 3, 2020, CONTRACTOR and CITY amended the Agreement to expand the Contractor's scope of services, to serve as a third -party administrator of the Customer Assistance & Relief Energy (CARE) Package program, the Amendment is attached hereto as Exhibit 2 and made a part hereof; and 4. WHEREAS, the CARE program will be extended through June 30, 2021; and 5. WHEREAS, by approval of Resolution No. 2020-121, Lodi City Council has authorized the City Manager to increase CARE Program third -party administrator contract limits by an indefinite amount each, however, collectively, not -to -exceed $102,000. NOW, THEREFORE, the parties agree to amend the Agreement to extend the term of the Agreement to and including June 30, 2021. IN WITNESS WHEREOF, CITY and CONTRACTOR have executed this Amendment No, 2 on the date and year first above written. CITY OF LODI, a municipal corporation Steve Schwabauer STEPHEN SCHWABAUER City Manager Attest: IFER C MIR City Clerk EFFICIENCY SERVICES GROUP, LLC., an Oregon imited liability company E KARR GOSVEN R Chief Operating Officer Approved as to Form: Janice D. Magdich JANICE D. MAGDICH t ,j City Attorney t AMENDMENT NO, 1 EFFICIENCY SERVICES GROUP AGREEMENT FOR PROFESSIONAL SERVICES THIS AMENDMENT 00, 1 TO PROFESSIONAL SERVICES AGREEMENT. Is made and entered this M day of , 2020, by and between the CITY OF LODI, a municipal ccrporallon (heralnaRer "CITY'), and EFFICIENCY SERVICES ORCUP, LLC,,a Oregon Amlled liability company (heralnaftvr "CONTRACTOR"), 1. WHEREAS, CONTRACTOR and CITY antered Into a Professional Services Agreement on June 13, 2019, (the"Agreement"), attached hereto as Exhlbll 1 and made a part harsof; and 2. WHEREAS, Contractor was fetelned by the Clly to provide 1) anergy amoleney program deel9n, 2) reafdantlel, commerelat and Indueldel program edministrallon and fleld services, 3) reeldantlal dtract Inatsll and snapshot audit program, and 4) marketing aupport; and 3. WHEREAS, CONTRACTOR and CITY now daslre to amend Ihs Agreement to add to the Can trsclor'a acaps of services to aerva as a third -perry administrator of the Customer AsalaLanoa & Relief Energy (CARE) Package program effective Immediately upon Clty Council approval through August 31, 2020; and 4. WHI?RIAS, CITY requires these additional servieaa to waist In the application process undar the amended CARE asslslanae program In andcipollon of a slar4floant number of applications; and 6. WHEREAS, CONTRACTOR has developed an alactranic application process and agrees to provide eppiicaVon pracassing services In sceordarme wkh the proarem requirements which have bean provkdad to the CONTRACTOR Tor a fee of 345 per appllcaIto n; pod 9. WHEREAS, the CITY dcairea to amend the contract amount with CONTRACTOR by $46 per opplkaftan which may extend beyand tha August 31, 2020 lampary program tannin MEan date to allow CONTRACTOR aufflcI@rlt time for reporting and InVoWng to tha CITY; and 7. WHEREAS, by approval of Remlu6on No. 2020-121, Lod] City Council has authorized the City Manager to Inaease CARE Program Ihird-party adminlairstor contract limas by an Indanntte amount each, however, collectively, not•to-axoeed $102,000 for applications processed affactive Immedfetely upon approval at Resolution No. 2020.121 by City Council until August 31, 2020. NOW, THEREFORE, the Remiss agree to amend the Agreament`s scope of services to provide temporary application processing services related to the extension of the CARE Program of a compansrallon rate of $45 per appiioattcn, and Increase the contract Ilmf1 by an indefinite amount for aoch third -party adrnfniatxator, however, collsoUveiy, not-to•excead 5102,000 for appllegilane promeed aKooWe Immediately upon approva10 1 Resolution ND. 2020.121 by City CotrnclI until August S1, 2020. IN WITNESS WHEREOF, CITY and CONTRACTOR have executed this Amendment No. 1 on the date and year first above written, CITY OF LODI, a municipal corporation EFFICIENCY SERVICES GROUP, I.I.C. an Oregon limited liability company ST HEN SC WAA AUERN�IRK GOSVEN ER City Manager Chief Operating Officer Attttee�sstt�f;/])- Appro d as to Form; PAMELA M. FAR RIF? JANICE - MAGDICI I ClhrClerk Clty-Allornay AGREEMENT FOR PROFESSIONAL SERVICES ARTICLE 1 PARTIC_-S AN❑ PUM01SE Section 1.1 Parties THIS AGREEMENT Is entered Into on-t,:JL& A%e L3 _,, 2019, b/ and between the CITY OF LODI, a municipal corporation (hereinafter "CITY"), and Efficiency Services Group, LLC a Oregon limited liability company (hereinafter "CONTRACTOR"), Section 1.2 Purooee CITY selected the CONTRACTOR to provide the services required In accordance with attached Scope of Services, Exhibit A, attached and Incorporated by this reference, CITY wishes to enter Into an agreement with CONTRACTOR for 1) energy efficiency program deelgn, 2) residential, commercial and Industrial program administration and field services, 3) residential direct Install and snapshot audit program, and 4) marketing support (herelnofter "Project') as set forth In the Scope of Services attached here as Exhibit A. CONTRACTOR acknowledges that It Is qualified to provide such services to CITY. ARTICLE 2 4 DEE s�RY E$. Section 2.1 acorn_ of SoQLq8 • CONTRACTOR, for the benefit and at the direction of CITY, shall perfgrm the Scope of Services as set forth In Exhibit A. Section 2.2 �}v t�Co1Mo1LoMeRg}ct_Comuiotion of Wor CONTRACTOR shell commence work pursuant to this Agreement, upon recelpl of a written notice to proceed from CITY or on the date set forth in Section 2.6, whichever oocurs first, and shall perform all services diligently and complete work under this Agreement based on a mutually agreed upon timellne 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 trames. The revlew, time by CITY and any other agencies Involved In the project shall not be I counfad against CONTRACTOR's contract performance period, Also, any delays due to weather, vandalism, acts of God, etc., shall not be counted. CONTRACTOR shall remain In contact with reviewing agencies and make all efforts to review and return all comments. Section 2.3 Moollim CONTRACTOR shall attend meetings as may be set forth In the Scope of Services. Section 2.4 Staffina CONTRACTOR acknowledges that CITY has relied an CONTRACTOR's capabilities and on the qualifications of CONTRACTOR's principals and staff as Identified In Ito 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 lime 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 agalnot CITY under this Agreement. Section 2.6 S.ubco i r ci$ 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 July 1, 2019 and terminates upon the completion of the Scope of Services or on June 30, 2021, whichever occurs first. r Section 2.7 Option a Extend Torin of AgragnIqng At Its option, City may extend the terms of this Agreement for an additional one (1) one (f)-year extension; provided, City gives Contractor no less then thirty (30) days written notice of Its Intent prior to 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. The total duration of this Agreement, Including the exercise of any option under this paragraph, shall not exceed three (3) years, ARTICLE 3 CQMPENSATION Section 3.1 Cammrunsntfon CONTRACTOR's compensation for all work under this Agreement shall conform to the provisions of the Fee Proposal, atteohed 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 MethQtl of P Li ort, CONTRACTOR shall submit Involcas for completed work an a monthly basis, or as otherwise agreed, providing, without Ilmltatlon, details as to amount of hours, Individual performing sold work, hourly rate, and Indicating to what aepecl of the Scope of Services said work Is attributable, CONTRACTOR's compensation for all work under this Agreement shell not exceed the amount of the Fee Proposal, Section 3.3 Costs The Fee Proposal shall Include all relmbureable 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 3A A_nsr 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, 3 CONTRACTOR agrees that CITY or Its delegate will have the right to review, obtaln 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 promisee, upon reasonable 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 IVIISCEILLAP11.09,1SION-S. Section 4.1 Nondle r�otlon In performing servloes 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 low. Section 4.2 ADA Comollwnc© 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 1 gomquffffLca—fiou iind ftnjwon31h11Ity_tgr flnt ly is CONTRACTOR to the fullest extent permitted by law, shall Indemnify and hold harmless CITY, Its.elected and appointed offldials, 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, lose, or expense Is caused by the negllgent 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 acilve 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 4 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 coats related thereto, Including without limitation reasonable attorney fees and coats, The defense and Indemnification obligations 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 No Poranmul I.InI�IIitY. Neither the City Council, nor any other officer or authorized assistant or agent or City employee shall be personally responsible for any liability erleing under this Agreement, Section 4.6 of CITE CITY shall not be held respohslble for the care or protection of any material or parts of the work described In the Soope of Services prior to final acceptance by CITY, except as expressly provided herein. Section 4.6 In,uronco Roquirninants for CONTRACTOR 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 ::uccnsnorK p�rcl AsaJ 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 esslgn or transfer any Interest In this Agreement without the prlor written consent of CITY. Consent to any such transfer shall be at the sole discretion of CITY. Sectlon 4.B Ncticos Any notice required to be given by the terms or 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 mall, postage prepaid, addressed to the respective parties as follows; 5 To CITY; City of Lodi 221 West Pine Street P.O. Box 3008 Lodi, CA 96241-1910 Attn: Astride Trupovnleks, Business Development Manager To CONTRACTOR; Efficiency Services Group, LLC 6606 NE Elam Young Parkway Hillsboro, OR 97124 Attn: Mark Oosvener, Chief Operating Officer Section 4.9 Gt) onaratlm of C. .IiY CITY shall cooperate fully and In a timely manner In providing relevant Information It has at Its dispoaal relevant to the Scope of services. Sectlon 4.10 CpNTRACTOR to Nat nn nji 9oj_qoc# cILY 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 moons 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 acoompllnhment thereof, Sactlon4.11 1prmlr1RfIo_n 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 to 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, Sectlon 4.12 Co_nfidantlnllty, CONTRACTOR agrees to maintain confidentiality of all work and work products produced under this Agreement, except to the extent otherwise required by law ar permitted In writing by CITY. CITY agrees to maintain confidentiality of any documents owned by CONTRACTOR and clearly marked by CONTRACTOR as "Confidentlal" or 6 "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 Apnllgnhio Lnw, JsILI dl�%o�, Suvarnln �illty, nnr_f_Attornay'o bona 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 vold Insofar as It Is In confllot with sold laws, but the remainder of this Agreement shall be In farce 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 4A4[ E3unlrtc�� ILanfl4 Rary}ilrnmatlt CONTRACTOR acknowledges that Lodl Municipal Code Section 3.01.020 requires CONTRACTOR lu have a city business license and CONTRACTOR agrees to secure such license and pay the appropriate fees prior to performing any work hereunder. Section 4,15 Captlon 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, Sectlon 4.16 �n�nlfratlnr� east �1locililcntlo{I 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, Section4.17 Gonlrnet Tarns Prevall 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 Agreemenl shall prevail. 7 Section4.18 Snvflr� iifblik The Invalidity In whole or In part of any provision of this Agreement shall not Vold or affect the validity of any other provision of this Agreement. 8ectlon 4.19 Ownnra_LiAL o1_pnctimortito 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 ouch documents during CONTRACTOR's regular business hours. Upon termination or completion of services under this Agreement, all Information collected, work product and documents shall be delivered by CONTRACTOR to CITY within ten (10) oalendar 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 Autl_ orlty The undersigned hereby represent and warrant that they are authorized by the parties to execute this Agreement, Section 4.21 redornl Tranalt Fu diag Cnndlttone ❑ 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. 8 IN WITNESS WHEREOF, CITY and CONTRACTOR have executed this Agreement as of the date first above written. ATTEST: JE FER M. R AIOL❑ City Clerk APPROVED AS TO FORM: JANICE D. MAGDICH, City Atlomey t] Name: Mark Oomner Attechrnanb; {I� TRIO: Chief Operating Officer Exhibit A — Boope of Services Exhibit B — Fes Proposal Exhibit C — Insurance Roqulremento Exhibit D — Federal Transit Funding Conditions (U applicable) CITY OF LODI, a municipal oorporstlon k STEPMEN SCHWAB-ANE-FF' CRY Manager EFFICIENCY SERVICES GROUP, LLC a Oregon limited liability company Fundingttouroec ll0!; ICO.7?0J0 (Dualness Unit & ACCOUnt No.) Doc ID. CAd4w.01.7016 9 EFFICIENCY SERVICES Group EXHIBIT A SCOPE OF WORK This Scope of Work (SOW) Includes the following programs: • Now Energy Program Design • Residential, Commercial and Industrial Program Administration and Field Services Residentlal Direct Install and Snapshot Audit Program ■ Marketing Support Term The term for this SOW Is July 1, 2019 through June 30, 2021, with a one-year option for renewal. Annual Budget The budget for programs and services under this SOW for the two-year term Is not to exceed $458,600. LEU may allocate the budget across any or all programs and services listed In this SOW. This provides LEU with the flexibility to prioritize programs and services across customer market sectors as Information Is gained and as conditions may change, ensure that programs and services are available to all customers, Including hard -to -reach customers, and achieve AB2021 State energy efficiency goals. Energy Programs Administration Efficiency Services group has operated as LEU's Energy Efficiency (EE) Public Benefit Fund Program administrator since 2014. During that time, the program has delivered $2.8 million In rebates to 1,108 residential customers and 134 businesses In Lodl. The program has provided over 14 million kilowatt hours of energy savings. That Is enough to power over two thousand homes in 'California for a year. In addition to continuing to provide EE program administration, ESG will develop, Implement and administer an Electric Vehicle Program that will be funded In part by the State's Low Carbon Fuel Standards (LCFS) program and greenhouse gas funding. Initial EV Program Design and Setup (Now and Ona -Time Only) ESG will perform the following one-time services; ■ Review potential program offerings with LEU to determine goals and objectives of the EV program • Determine which measures will quality for the program; Le. EVs, residential and work place chargers, dedicated EV meters, etc. • Establish program specifications and requirements • Add program measures and details to ESG's database • Create rebate application forms • Meet with LEU and the City building department staff to establish efficient program protocols • Reach out to local car dealerships and locnl contractors to Inform them about the program Incentives and rebate application processes ■ Develop/Identify progra m marketing materials to Include program brochure, links to Industry resources and content for social media and utility website Off Ice Support (Ongoing) • Maintain program hotline to address customer/contractor Inquiries regarding Lodl's EE and E V programs; the hotline will be staffed 8:00 am — 5:00 pm, Monday through Friday (except for major holidays) • Manage residential, commercial and Industrial EE and EV rebate programs, Including review of all customer/contractor rebate applications and project documentation to ensure compliance with LEU program specifications and requirements • Enter all customer rebates and project details Into database • Provide Lodi with monthly activity reports which Include: Program Summary and Number of Customers (current month, YTD, Program to Date) 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 In accordance with City policy. Data will be kept electronically. Field Support (Ongoing) • Provide all aspects of field support (audits/lnspectlons) required to ensure LEW energy programs are In compliance with requirements ■ Provide basic technical guidance and assistance to customers and contractors participating In LEU's programs • Maintain all field records and required project documentation In accordance with City policy. Date will be kept electronically, • Conduct on-site energy evaluation assistance (If needed) for LEU's larger customers to help determine potential energy efficiency projects and eligibility for participation In LEU's rebate programs • 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 Lodl's energy programs. Requests for field visits will be scheduled in a way that provides timely response to customer/contractor requests, while maximizing the use of the Field Specialist's time. A Field Specialist will be available each month. Field support will be performed by knowledgeable, experienced Field Specialists, The City reserves the right to modify this practice based upon customer response and ease of administration. Any modification will he communicated In writing from the City to ESG. Reporting ESG will complete and submit annual EE reports In compliance with SB1037 requirements on behalf of LEU. ESG will complete quarterly reports for the California Air Resources Board (CARR) Low Carbon Fuel Standard (LCFS) program. ESG can assist with other reporting as requested. Third -Party Contractor Oversight If LEU contracts with another entity to provide energy efficiency services In the City, ESG will provide oversight of the contractors, Including: • Review of contractor's dellverabies/responsibilities • Review of contractor's project documentation/reports submitted to LEU to ensure that work Is complete, accurate and compliant with program requirements ■ Coordinate with contractors 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 PB 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 track and report PB expenditures to LEU In order to assure that sector budgets are not exceeded, as well as track and report energy savings acquired and progress towards LEU's AB2021 goals, NCPA Representation ESG has been regularly attending NCPA Demand Management Work Group meetings on behalf of our NCPA client utilities for over ten years. ESG staff, NCPA staff and other NCPA members are well known to each other. ESG will represent Lodi at the monthly NCPA Work Group meetings, as well as respond to Inquiries from NCPA regarding Lodi's EE and Renewable programs. Data Management ESG maintains a database that is used to process rebates as well as report EE and Renewable program activity for all our client utilities, LIEU can opt to use ESG's database at no additional charge. ESG's database functionsvery well In capturing, managing and reporting program activity In order to respond to CEC and utility budgeting/reporting needs. Legislative Requirements ESG stays current on existing and proposed legislation regarding Pa funding, energy efficiency, and renewable programs In order to assure that LEU remalns In compliance with requirements. ESG also stays current on the CEC's reporting requirements, as well as any changes to reporting tools. ESG will provide LEU with all data and draft narratives required to meet legislative/CEC reporting requirements for EE and Electrification programs. Energy Engineering Services If ESG or the City deem it necessary to use technical specialists (engineering staff) for large commercial or industrial customers, fees for these services will be In addition to the standard fees listed above. ESG will obtain the City's written approval prior to work beginning and the associated fees will be billed separately from the standard fees on ESG's monthly Invoice, ESG Office Locations ESG Is headquartered In Hillsboro, Oregon, and maintains a California satellite office In San Francisco. ESG staff maintain a presence In LEU's service area that allows them to address customer needs In a timely manner. Implementation Timeline ESG can continue delivery of these program services immediately upon execution of an Agreement with LEU, Pricing Electric Vehicle Initial Program Design and Setup (One -Time Only) - ESG will bill a one-time program start-up fee of $5,000 for the services listed under this section of this SOW. Monthly fee for Energy Program Administration Is $7,525, This Includes up to three days per month In Lodi by an ESG Field Specialist providing auditing, Inspecting and high bill Inquiry support services, Travel expenses are separate, and described below. If the City requests ESG's presence In the City's service territory, or If ESG's Fleld Specialist Is required for more than three days per month, ESG will bill $800 per additional day spent in the field. Travel/field expenses for NCPA Work Group attendance and field services In Lodi will be Invoiced In addition to the Program Administration fee, will not be marked up, and will not exceed $750 per month. The estimated annual budget allocation for program administration and field services is $90,300 for year one and $90,300 for year two. The estimated one-time budget allocation for new program design Is $5,000. Residential Snapshot Auditing and Direct Install ESG has provided the Residential Snapshot Audit and Direct Install for LEU since 2015. To date, the program has served 956 LEU customers, This program Is proactive and cost-effectively serves many customers In a short period of time. It also Is a great resource for renters and customers with fixed or limited Income who are unable to participate In the standard rebate program due to financial restraints or the Inability to make permanent changes to a rental property, 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. 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 date • Email snapshot audit report 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 flndings • Complete program administration, Including customer hotline, Involcing, reporting, Inventory management and compliance Lodi will be asked to provide the following: • Coordinate with ESG to sign cuslumers up for the program • Review and approval of marketing and customer relatlon materials a 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 Provide Identification badges Issued by the City of Lodi Provide shirts for Field Technician with LEU logo Customer Eligibility The program will be open to all Lodi residential customers, Lodi Customer Service Representatives can refer customers to the program. Customers may also 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, Electronic Data Collection EEAs utilize a tablet application to electronically capture all snapshot audit and direct Install data In the field. The application Is a data management system that Is linked to a web -based database. The system creates a PDF report of each customer served and emalls a copy of the report to Lodi and ESG. All data Is uploaded 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 finallie 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 11 gpm Bath and 1,5 Spm Kitchen Swivel) • Thermostatic Shower VaIves • Advanced Infrared Smart Power Strips • Personal Computer Power Strip ESG will make product recommendations to Lodi based on field Installation experience and customer satisfaction feedback, In addition to the DIMs, EEAs take the opportunity while In the customer home to promote Lodi Electric Utility's energy efficiency rebate programs as well as other related programs that could benefit the customer, 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 • Primary HVAC system type • Secondary space heat fuel type • Secondary HVAC system type • Central A/C (Yes/No) Central A/C tons • A/C last serviced • Window type • Attic Insulation • Wall Insulation • Floor/Crawl Insulation • Duct type • Duct Insulation • Appliance Inventory o Clothes dryer fuel 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 S o Pool pumps o Spa o Computers Customer Comfoft (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 EnergySavings Energy savings for the DIMS will be provided in ESG's monthly EE reports. Pricing 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. Fees for direct Installed measures and snapshot audits are shown In the following table. Additional measures can be added to the program with prior approval. The estimated annual allocation for DI Is $125,000 for year one and $120,000 for year two. Home Snapshot Audit Audit $40.00 Screw -In LEDs Lamp $18.00 Standard Showerhead Shuwarhead SI0.00 Handheld Showerhead Showerhead $30.00 Thermostatic Shower valve valve $40.00 Faucet Aerator_ Aerator $ 5.00 T Advanced Smart Power Strips _P_ower Strip $90.00 Personal Computer Power Strip Power Strip $90.00 Marketing Support ESG will provide program marketing materials such as flyers, bill Inserts, program catalogs, social media content, newsletters and other materials as requested to support and promote LEU's new Electric Vehicle program and LEU's energy efficlency programs. Pricing will be provided on a project -by -project basis upon request. The estimated two-year budget for marketing support Is $10,000. Other Pricing Considerations Taxes and Other Charges Any use tax, sales tax, excise tax, duty, custom, Inspection or testing fee, or any other tax, fee or charge of any nature whatsoever Imposed by any governmental authority, on or measured by the transection between ESG and the City shall be Invoiced by ESG In addition to the price quoted In this SOW, In the event ESG Is required to pay any such tax, fee or charge, the City shall reimburse ESG therefore or, In lieu of such payment, the City shall provide ESG at the time the Contract Is submitted an exemption certificate or other document acceptable to the authority Imposing the tax, fee or charge. ESG reserves the right to modify rates due to the Imposition of any new taxes Imposed by state, county or local entitles. Exhibit B Compensation Total compensation for the two-year term will not exceed $458,600. The estimated breakdown per the scope of work is shown below, A. Residential, Commercial and Industrial Program Administration and Field Services; * Intake and maintenance of program customer service Inquiries Intake and maintenance of residential, commercial and Industrial EE and EV (new) rebate program • Database management ■ Provision of monthly activity reports • Maintain program/project Information for Energy Efficiency Measurement and Validation (EMV) • Provide all components of residential and commercial visits, technical guidance, and field support (audits/inspections) • Compliance reporting (SB 1037, California Air Resources Board (GARB) and Low Carbon Fuel Standard (LCFS) ■ Third -party contractor oversight Y Budget and goal tracking • Legislative and regulatory updates and reporting • NCPA representation Estimated compensation for the two-year contract term Is $180,600. Expenses Travel expenses associated with delivering the services shown In Exhibit B, Section A are not included In the not -to -exceed budget of $180,600, Travel expenses are invoiced In addition to the budget shown In Exhibit B, Section A, and will not exceed $750 per month or $18,000 for the term of the contract, Travel expenses will not be marked up. B. Electric Vehicle (EV) Program Design (one time); • Identify, analyze, and recommend Lodi Electric EV alternatives for implementation + Establish specifications, administrative requirements, implementation requirements • Create application forms • Develop EV program marketing materials • Perform information outreach to local car dealerships and others Compensation for this one-time service Is $5,000. C. Residential Snapshot and Direct Install (DI) Measures • Direct Installation of energy efficiency measures Into homes • Perform energy efficiency audit In homes • Distribute informational materials and promote EU programs ■ Warranty fulfillment of measures • Database management of measures, customers, and energy savings • Complete program administration • Coordinate activities with LEU staff; provide customer service Pricing of DI measures is given In the statement of work Estimated compensation for the two-year contract term Is $245,000. D. Marketing Support • Identify, deslgn and recommend energy efficiency program flyers, program catalogs, social media content, fact sheets for Informatlonal and promotional purposes for ongoing and the new EV program Estimated compensation for the two-year contract term Is $10,000. EXHIBIT C NOTE, The City of Lodi is now using the online insurance program PINS Advantage, Once you have been awarded a contract you will receive an email from the City's oniine insurance program requesting you to forward the amad to your insurance providers) to submit the required Insurance documentation alacemnicolly Lr1$ttt14L�>1 X45 t, r Most ir011 wou (Not consir lc�llgn or rolrlllria u?obAgw?S1J faijII((1fI Contractor shall procure and maintain for the durslion of lho contract Insurance against claims forinjuriee to persons or domagag loproperly which may avian from or In connection with the porfamance of lho work herounderand the teeults of that work by the Contractor, hie agents, reprosontatives, emptoyoos nr eubconlrectors. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as: 1. Commercial General Liability (CGL); Insurance Services Offloe Form Ce 00 01 coyadrig COL on am ^occurrence' hesis, Including produots and completed uperalions, properly damage, bodlfy fnjbry end personal & advoribling Inloty with limits no fees than ;7,000,000 per oncurronon. Ii n ganoral aggregRIA Iln+it applies, either the gonareI Agri rarinlil Emit shell apply aapar slaty to Shia pro)ncillucalion (iS0 CG 70 03 or 25 04) or the 90nor At 099re90In Ilmlt shell be twice the requlred acourmncc IlmIt. 2. Automobile Liability: ISO Form Number CA 00 01 covering any auto or If Contractor has no owned autos, then hired, and non - owned autos with limit no less than $1,400,000 per accident for bodily Injury and property damage. 3. Workorn' Compertsellon: as required by the Slalo of California, with Statutory llmlts, and Employer's Liability Insurance with limit or nu iuun than +•1,000,000 per odoldont for bodliy Injury or disease. Qtln�hLPAII.Iag4_PjgSLLt L. (a) /lrrvlllgginl_ NPmail, Instg9_U. "ita-1w5 Tho City Of Lodi, Its 0laOle d and Appolfiled boards, commlaefoin, officers, agenic, employees, and volundeera ere to he covered en additional Insureds on the Ct31. and auto palmy will, reapoct to lisbliny arising out of work or Goarallons performed by or on WWI of the Conlraclor Including mnterinla, path. or a 'llement lurnlehod In connection with each viork or operAllons. General Irnitlllly cavnrage ran bo provtdod In the form of art ondorsement to lino Con Iractor'a inaumnca (al inset en I) roe d a 180 Form CG 20 10 1185 or Ii not auallabls, through the addition of balh CG 20 10, 00 20 26, CG 2033, dr OG 20 39, IU CG 20 37 Ila later edillon Is used (b) iIrill Aryann N_Un.4'onlrilxltp.fyirti5r1Ap_C31 ailD',0.un�o(It Theomits of Insvennuo coverage required may bo eallsfstt by a eembinadon of primary and umbrella or excess Insurance. For any clslms related to this conirnct, The COnlraCtot'n Insurance covorege shell be primary coverage at least as broad as ISO CG 20 0104 13 as respnet0 the Entity, IIs 0111Cers, 00101819, employees, and volunteers. Any Insurancs or seif•Insufanae maintained by the Entity, Ito officers, of alalo, ernployaaa, or volunteers ehnll be axmssi of the cmnimrtnr's Insurance and ehnll not contribute with It. (c) YYwY.of..9Lsv.( mtv1gn Contractor hereby Urania to City of Lvdl a waiver of any right to subrogatlan which tiny Inauror of said Contractor may acol ulre again at the City or Lod! by virtue or the payment or any 1040 under such Inours nce. Conlraotor Fig roe s to cblein "fly andorsementthaI may he necessary 10 affeciIll lewall verOf subrogslion, but th I B provl slon applles regard leas olwhelher or not the City or LodI hes received a waiver of aubragatibn endorsement from the IhaUfa r NOTE: (1) The elreat address or the CITY of t_eot must be shown along with (a) and (b) and (c) above: 221 West Pine 81moi, Lodi, California, 86240; (2) The Insurance cadifreatn must state, on Its face or no an endorsement, a description of the vL&,rd that II to Insuring. (d) The term "Innurod" Is uead aavarolly and not Collectively, but the Inclusion herein of more than one Insured shell not operate to Increone the limit of the Company's liability under the Contractors commercial general liability and automobile liability policies, (e) �IoluaLgl t;�ncW10lion ur Cvang�In Covor@ga_Gndgr pM I'11111l policy may not be csnceced nor the ouvernge 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 Waal Pine 3t., Lodi, CA 95240. All pollales shall ba in atreat on or before the Ilral day oftha Term of this Agreement. At leant irllrty (30) days prior to the exp Ira lion of each insurance policy, Contractor shall furnish a certlflcate(el sbowing that anew or extended polloy has been obtained which meets the minimum requirements of thle Agreement. Contractor shall provide proof orconilnuing Insurance on at least an annual basis during the term. If Contractor's insurance lapses or Is discontinued for any reason, Contractor shall immedlelely notify the Clly and Immediately obtain repieaamenl Insurance. Contractor egress and allpulataa that any )nnuranca coverage provided to Ilia City of Ladl shall provide for a claims period following termination or coverage which Is at least consislenl with the claims period or statutes of limitations found In the California Tor(Clolme Act (California Government Code Section 870 at seq.). (g) rnllufe_lo. CpaWy. If Contractor falls or refus9a to obtain aiid me Inlei n ilia roqulrod Insurance, a fa Ila to proAda proof of coverage, Iha Clly may ablaln ihn fnsurerice. Contraolor ahot I (clotburae the City rorore mlvmupard, with Into rest an the ptomiumpold by IINaCity al thsmaxlmum allowable regal rale then in aits of In Calllornle. The 0K shaft nollfy Ccntfactorolaitch paymantof pramlumawllhin thirty (30) daya of payment aIaIing the amount pard, the name(a) 01 the Tnauref(a), and rete of lot areel. Contractor aha11 pay such retrmbursemerill and fntefeal an ohs nrni (isl) day of the month following the City's notice. NotwllhetendIng any other provision of this Agreement, If Contractar {alta or refuses to oblaln or maintain Insurance as raqufred by Ihls agreement, or falls to provide proof of Insurance, the City may terminate this Agreement upon such breach. Upon euch terminsllon, Conlraolor stiall immedfeteiy cease use of Iha Site or facilities and corrmenca and diligently pursue the romovei of any and sli of lis personal property from the site orfaeilltlea. (h) YStUfESe4t4iPi1_S�� �e41�1LV.USt Consultant shall fufnlah the Chy with a copy of the policy declaration and anderaemant psge(s), arig lnel Certificate , and amend story andoreerho nIs or ooplm of the appltoo ble galley langusas offs all rip coverage required by Ihie cis use. All and laralaa end andorsani enln are to bo foo Ad and approved by lha CI(y before work commences, Howavor, ION re to able In ft required documanle prior to the work beglrintng shall not waive the Consultant's obflgallon to provide them. The C1ly rooarvea the right to req utro cornplaie, usritRoo caplse or all requi rod Insuranco policies, Including and ornaments roqulred by thmes epaclfir, attons, at any Ifni*. Failure to exercise this right *ball not eonstllute a waiver of the City's right to exerclas after the efreeflve date, (q Solf•Insstgd R4iomlG�1l Solf-Inourad releralons must be declared to and approved by lira City. The Cily may require the Cansullant is provide proorof ability to pay IoaBee and reIota d Inveallgallona, claim adminletrelion, and dafarisa exp anaeswtlhIn there Ian llon. Thep olky language shall provide, or be endorsed to provide, that the self insured retsollori inay be anthiflad by either the named Insured orClty. [I) Instirpnae_I,1-gO The ilmlts of insurance described hareln shall not limit the Ilntiliily of the Contractor and Cnntmcloi'a ortioars, empioyaea, sgonts, ropronenlativas air aubcanlractars. Contfaclors obligation to defend. Indemntfy and hold the City and Its oftacera, offluWal omployaae, aganis and volunloera bafmleee under the provlelona of this paragraph Is nal Ilmitnd to arreetricted by any requirement in the Ag roe plan I for Contractor to procure and maIntel n a poaay of Inouranca, (k) rjliUCanl�n�tllrg Consultant shall require and verify that all subcontractors maintain Insurance meeting all the requirements stated herein, and Consultant shall ensure that City Is an additional Insured on Insurance required from subcontractors (9 SAlii azoiLlskir 1(lo All Insurance required by the terms of this Agrearnanl must be provided by fneurars Baensed to do business in ihn Stale of Caflrornia which are re lad al Janet "A-, VI' by the AM Beat Ratings Oulda, and which are acceptable to the Cily. Hon-admllted surplus lines carriers may be aaospted provided they are Included an the most recent list of California eligible surplus Ilnns Insuriara (LESLI list} and otherwise meet City requlramerlla. Page 2 1 of 2 pages I Risk: rev, 3/7/2018 Signature:"��`��' r;f1'c?.'1(;: _ -- Signature:— Email: markg@esgroupilc,com Email: sschwabauer@iodi,gov RESOLUTION NO, 2019-74 A RESOLUTION OF THE LODI CITY COUNCIL AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH EFFICIENCY SERVICES GROUP, LLC, OF HILLSBORO, OREGON, FOR PUBLIC BENEFITS PROGRAM IMPLEMENTATION AND ADMINISTRATION WHEREAS, since 2014, Efficiency Services Group, LLC (ESG) hos provided administralloii of the City's energy services rebate program funded by the Public Beneflis Fund, and the current agreement expires on June 30, 2019; and WHEREAS, the snrviers provided by ESG have Included dally customer service Interaction with Lodi reRlclrmtR and buninesses, regular representation of Lodi Electric at Northern Callrornla Power Agency oommitlee meetinga, end ongoing mandatory compliance rnporling In accordance with State law; and WHFRFAS, staff recommends the execution of a new r'rofessional Services Agreement with ESG far the Implementation And administration of the energy service programs Identified above, and further recommences ESG provide services directly related to the design, Impinrnentallon, and Informal tonal outreach of a new Electrical Vehicle program, NOW, THFREFORI, DE IT RESOLVED that the Lodi City Counoll does hereby authorize the City Managor to execute a two-year Profosslonal Services Agreement with Effirinnry SOMICgs Group, LLC, of Hlllnboro, Oregon, for pUbllc beneflls program Implementation and administration, In an amount not to exceed $458,800; and BE IT FURTHER RESOLVED that the Lodi City Council does hereby authorize the City Manager to execute a one-year extenslon of the agreement at the conclusion of the two-year term at the City's o0lon, at which time terms and conditions Wlll be negotlated. Date: May 15, 2019 I hereby cnrtify that Resolution No, 2019-74 was im6sed and adopted by the Lodi Clty Council In a regular meeting hold May 15, 2019, by the following votr. AYES: COUNCIL MEMBERS – Kuehne, Nakenlahi, and Mayor Chandler NOES: COUNCIL MEMBERS – None ABSENT; COUNCIL MEMBERS – Johnson and Mounce ABSTAIN: COUNCIL MEMBERS–None F4vN FER FERRAIOLO Ay Clerk 2019-74 EXHIBIT C NOTE. The City of Lodi is now using the online insurance program PINS Advantage. Once you have been awarded a contract you will receive an email from the City's online insurance program requesting you to forward the email to your insurance provider(s) to submit the required insurance documentation electronically Insurance Requirements for Professional Services Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Contractor, his agents, representatives, employees or subcontractors. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as: 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: ISO Form Number CA 00 01 covering any auto or if Contractor has no owned autos, then hired, and non - owned autos with limit no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers' Compensation: as required by the State of California, with Statutory Limits, and Employee's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. 4. Professional Liability (Errors and Omissions) Insurance appropriate to the Consultant's profession, with limits not less than $1,000,000 per occurrence or claim, $2,000,000 aggregate. May be waived by Risk Manager depending on the scope of services. Other Insurance Provisions: (a) Additional Named Insured Status The City of Lodi, its elected and appointed boards, commissions, officers, agents, employees, and volunteers are to be covered as additional insureds on the CGL and auto policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor's insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used (b) Primary and Non -Contributory Insurance EndOMOMEnt The limits of insurance coverage required may be satisfied by a combination of primary and umbrella or excess insurance. For any claims related to this contract, the Contractor's insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the Entity, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the Entity, its officers, officials, employees, or volunteers shall be excess of the Contractor's insurance and shall not contribute with it. (c) Waiver of Subro ation Contractor hereby grants to City of Lodi a waiver of any right to subrogation which any insurer of said Contractor may acquire against the City of Lodi by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Lodi has received a waiver of subrogation endorsement from the insurer NOTE: (1) The street address of the CITY OF LODI must be shown along with (a) and (b) and (c) above: 221 West Pine Street, Lodi, California, 95240; (2) The insurance certificate must state, on its face or as an endorsement, a description of therp oiect that it is insuring. (d) Severability of Interest Clause The term "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 under the Contractors commercial general liability and automobile liability policies. (e) Notice of Cancellation or Change in Coverage Endorsement 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. Page 1 1 of 2 pages Risk: rev. 3/1/2018 (f) Ccntinuity of Coverage 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. 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.). (g) Failure to Comply 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 rate of interest. Contractor shall pay such reimbursement and interest on the first (1st) day of the month following the City's notice Notwithstanding any 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. (h) Verification of Coverage Consultant shall furnish the City with a copy of the policy declaration and endorsement page(s), original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Failure to exercise this right shall not constitute a waiver of the City's right to exercise after the effective date. (i) Self -Insured Retentions Self-insured retentions must be declared to and approved by the City. The City may require the Consultant to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City. (j) Insurance Limits The limits of insurance described herein shall not limit the liability of the Contractor and Contractor's officers, employees, agents, representatives or subcontractors. Contractor's obligation to defend, indemnify and hold the City and its officers, officials, employees, agents and volunteers harmless under the provisions of this paragraph is not limited to or restricted by any requirement in the Agreement for Contractor to procure and maintain a policy of insurance. (k) Subcontractors Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that City is an additional insured on insurance required from subcontractors (1) Claims Made Policies If any of the required policies provide coverage on a claims -made basis: 1 The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. 2 Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase "extended reporting" coverage for a minimum of five (5) years after completion of contract work. (m) Qualified Insurer(s) 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. Page 2 1 of 2 pages Risk: rev. 3/1/2018 RESOLUTION NO. 2021-304 A RESOLUTION OF THE LODI CITY COUNCIL AUTHORIZING THE CITY MANAGER TO EXECUTE AMENDMENT NO. 5 TO THE PROFESSIONAL SERVICES AGREEMENT WITH EFFICIENCY SERVICES GROUP, LLC, AN OREGON LIMITED LIABILITY COMPANY, INCREASING THE CONTRACT AMOUNT FOR ADDITIONAL SERVICES THROUGH JUNE 30, 2022 WHEREAS, a Professional Services Agreement with Efficiency Services Group, LLC, an Oregon limited liability company, was executed on June 13, 2019 for an original term commencing on July 1, 2019 and terminating upon completion of the Scope of Services or on June 30, 2021, whichever occurred first; and WHEREAS, at its option, the City extended the terms of the Agreement for an additional one year on May 26, 2021; and WHEREAS, by approval of Resolution No. 2020-121, Council authorized the City Manager to increase the scope of work to serve as a third -party administrator of the Customer Assistance & Relief Energy (CARE) Package program, and authorized increasing the contract amount by $45 per application for administration of the CARE applications; and WHEREAS, the term of the Agreement was extended to June 30, 2022; and WHEREAS, Amendment No. 5 will increase the contract amount by $247,500 for administration and implementation of the Direct Install Program and residential and commercial energy efficiency rebate program through June 30, 2022; and WHEREAS, the Fiscal Year 22 operating budget includes funding for the additional services. NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby authorize the City Manager to execute Amendment No. 5 to the Professional Services Agreement with Efficiency Services Group, LLC, of Hillsboro, Oregon, increasing the contract amount by $247,500 for a total contract amount of $709,835, plus $45 per application for processing final CARE invoices received through June 30, 2022; and BE IT FURTHER RESOLVED, pursuant to Section 6.3q of the City Council Protocol Manual (adopted 11/6/19, Resolution 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: November 17, 2021 ------------------------------------------------------------------------ ------------------------------------------------------------------------ I hereby certify that Resolution No. 2021-304 was passed and adopted by the City Council of the City of Lodi in a regular meeting held November 17, 2021 by the following votes: AYES: COUNCIL MEMBERS — Chandler, Khan, Kuehne, and Mayor Nakanishi NOES: COUNCIL MEMBERS — None ABSENT: COUNCIL MEMBERS — Hothi ABSTAIN. COUNCIL MEMBERS — None j NIFE CUSMIR _ City Clerk 2021-304