EBIX Insurance No. S200003015
AGREEMENT FOR SERVICES
BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA,
AND
EFFICIENCY SERVICES GROUP, LLC
PREAMBLE
This Agreement is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Efficiency Services Group, LLC, an Oregon Limited Liability Corporation, (Contractor). City and Contractor may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."
RECITALS
A. City desires to secure the services more fully described in this Agreement, at Exhibit A, entitled "Scope of Services";
B. Contractor represents that it, and its subcontractors, if any, have the professional qualifications, expertise, necessary licenses and desire to provide certain goods and/or required services of the quality and type which meet objectives and requirements of City; and,
C. The Parties have specified herein the terms and conditions under which such services will be provided and paid for.
The Parties agree as follows:
AGREEMENT TERMS AND CONDITIONS
1. AGREEMENT DOCUMENTS
The documents forming the entire Agreement between City and Contractor shall consist of these Terms and Conditions and the following Exhibits, which are hereby incorporated into this Agreement by this reference:
Exhibit A - Scope of Services
Exhibit B - Schedule of Fees
Exhibit C - Insurance Requirements
Exhibit D - Labor Compliance Addendum (if applicable)
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, Agreement with Efficiency Services Group LLC
Rev. 07-01-18
whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.
2. TERM OF AGREEMENT
Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on April 1, 2020 and terminate on March 31, 2022.
3. SCOPE OF SERVICES & PERFORMANCE SCHEDULE
Contractor shall perform those Services specified in Exhibit A within the time stated in Exhibit A. Time is of the essence.
4. WARRANTY
Contractor expressly warrants that all materials and services covered by this Agreement shall be fit for the purpose intended, shall be free from defect and shall conform to the specifications, requirements and instructions upon which this Agreement is based. Contractor agrees to promptly replace or correct any incomplete, inaccurate or defective Services at no further cost to City when defects are due to the negligence, errors or omissions of Contractor. If Contractor fails to promptly correct or replace materials or services, City may make corrections or replace materials or services and charge Contractor for the cost incurred by City.
5. QUALIFICATIONS OF CONTRACTOR - STANDARD OF CARE
Contractor represents and maintains that it has the expertise in the professional calling necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and City expressly relies upon Contractor's representations regarding its skills and knowledge. Contractor shall perform such Services and duties in conformance to and consistent with the professional standards of a specialist in the same discipline in the State of California.
6. COMPENSATION AND PAYMENT
In consideration for Contractor's complete performance of Services, City shall pay Contractor for all materials provided and Services rendered by Contractor in accordance with Exhibit B, entitled "SCHEDULE OF FEES." The maximum compensation of this Agreement is four hundred ninety nine thousand nine hundred ninety seven dollars ($499,997), subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services. All work performed or materials provided in excess of the maximum compensation shall Agreement with Efficiency Services Group LLC
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be at Contractor's expense. Contractor shall not be entitled to any payment above the maximum compensation under any circumstance.
7. TERMINATION
A. Termination for- Convenience. City shall have the right to terminate this Agreement, without cause or penalty, by giving not less than Thirty (30) days' prior written notice to Contractor.
B. Termination for Default. If Contractor fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided by law, City may terminate this Agreement immediately upon written notice to Contractor.
C. Upon termination, each Party shall assist the other in arranging an orderly transfer and close-out of services. As soon as possible following the notice of termination, but no later than ten (10) days after the notice of termination, Contractor will deliver to City all City information or material that Contractor has in its possession.
8. ASSIGNMENT AND SUBCONTRACTING
City and Contractor bind themselves, their successors and assigns to all covenants of this Agreement. This Agreement shall not be assigned or transferred without the prior written approval of City. Contractor shall not hire subcontractors without express written permission from City.
Contractor shall be as fully responsible to City for the acts and omissions of its subcontractors, and of persons either directly or indirectly employed by them, as Contractor is for the acts and omissions of persons directly employed by it.
9. NO THIRD PARTY BENEFICIARY
This Agreement shall not be construed to be an agreement for the benefit of any third party or parties and no third party or parties shall have any claim or right of action under this Agreement for any cause whatsoever.
10. INDEPENDENT CONTRACTOR
Contractor and all person(s) employed by or contracted with Contractor to furnish labor and/or materials under this Agreement are independent contractors and do not act as agent(s) or employee(s) of City. Contractor has full rights to manage its employees in their performance of Services under this Agreement.
11. CONFIDENTIALITY OF MATERIAL
All ideas, memoranda, specifications, plans, manufacturing procedures, data, drawings, descriptions, documents, discussions or other information developed Agreement with Efficiency Services Group LLC
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or received by or for Contractor and all other written information submitted to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor and shall not, without the prior written consent of City, be used for any purposes other than the performance of the Services nor be disclosed to an entity not connected with performance of the Services. Nothing furnished to Contractor which is otherwise known to Contractor or becomes generally known to the related industry shall be deemed confidential.
12. OWNERSHIP OF MATERIAL
All material, which shall include, but not be limited to, data, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports, designs, technology, programming, works of authorship and other material developed, collected, prepared or caused to be prepared under this Agreement shall be the property of City but Contractor may retain and use copies thereof. City shall not be limited in any way or at any time in its use of said material. However, Contractor shall not be responsible for damages resulting from the use of said material for work other than Project, including, but not limited to, the release of this material to third parties.
13. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR
City, through its authorized employees, representatives or agents shall have the right during the term of this Agreement and for four (4) years from the date of final payment for goods or services provided under this Agreement, to audit the books and records of Contractor for the purpose of verifying any and all charges made by Contractor in connection with Contractor compensation under this Agreement, including termination of Contractor. Contractor agrees to maintain sufficient books and records in accordance with generally accepted accounting principles to establish the correctness of all charges submitted to City. Any expenses not so recorded shall be disallowed by City. Contractor shall bear the cost of the audit if the audit determines that there has been a substantial billing deviation in excess of five (5) percent adverse to the City.
Contractor shall submit to City any and all reports concerning its performance under this Agreement that may be requested by City in writing. Contractor agrees to assist City in meeting City's reporting requirements to the State and other agencies with respect to Contractor's Services hereunder.
14. HOLD HARMLESS/INDEMNIFICATION
A. To the extent permitted by law, Contractor agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and attorney's fees in providing a defense to any such claim or other action, and whether sounding in law, contract, tort, or equity, in any manner arising from, or alleged to arise in whole or in part Agreement with Efficiency Services Group LLC
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from, or in any way connected with the Services performed by Contractor pursuant to this Agreement - including claims of any kind by Contractor's employees or persons contracting with Contractor to perform any portion of the Scope of Services - and shall expressly include passive or active negligence by City connected with the Services. However, the obligation to indemnify shall not apply if such liability is ultimately adjudicated to have arisen through the sole active negligence or sole willful misconduct of City; the obligation to defend is not similarly limited.
B. Contractor's obligation to protect, defend, indemnify, and hold harmless in full City and City's employees, shall specifically extend to any and all employment related claims of any type brought by employees, contractors, subcontractors or other agents of Contractor, against City (either alone, or jointly with Contractor), regardless of venue/jurisdiction in which the claim is brought and the manner of relief sought.
C. To the extent Contractor is obligated to provide health insurance coverage to its employees pursuant to the Affordable Care Act ("Act") and/or any other similar federal or state law, Contractor warrants that it is meeting its obligations under the Act and will fully indemnify and hold harmless City for any penalties, fines, adverse rulings, or tax payments associated with Contractor's responsibilities under the Act.
15. INSURANCE REQUIREMENTS
During the term of this Agreement, and for any time period set forth in Exhibit C, Contractor shall provide and maintain in full force and effect, at no cost to City, insurance policies as set forth in Exhibit C.
16. WAIVER
Contractor agrees that waiver by City of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Neither City's review, acceptance nor payments for any of the Services required under this Agreement shall be constructed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement.
Agreement with Efficiency Services Group LLC
Rev. 07-01-18
17. NOTICES
All notices to the Parties shall, unless otherwise requested in writing, be sent to City addressed as follows:
City of Santa Clara
Attention: Electric Department
1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected], and
[email protected]
And to Contractor addressed as follows:
Efficiency Services Group, LLC
5625 NE Elam Young Pkwy, Suite 100
Hillsboro, OR 97124
and by e-mail at [email protected]
The workday the e-mail was sent shall control the date notice was deemed given.
An e-mail transmitted after 1 :00 p.m. on a Friday shall be deemed to have been transmitted on the following business day.
18. COMPLIANCE WITH LAWS
Contractor shall comply with all applicable laws and regulations of the federal, state and local government, including but not limited to "The Code of the City of Santa Clara, California" ("SCCC"). In particular, Contractor's attention is called to the regulations regarding Campaign Contributions (SCCC Chapter 2.130), Lobbying (SCCC Chapter 2.155), Minimum Wage (SCCC Chapter 3.20), Business Tax Certificate (SCCC section 3.40.060), and Food and Beverage Service Worker Retention (SCCC Chapter 9.60), as such Chapters or Sections may be amended from time to time or renumbered. Additionally Contractor has read and agrees to comply with City's Ethical Standards (http://santaclaraca.gov/home/showdocument?id=58299).
Agreement with Efficiency Services Group LLC
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19. CONFLICTS OF INTEREST
Contractor certifies that to the best of its knowledge, no City officer, employee or authorized representative has any financial interest in the business of Contractor and that no person associated with Contractor has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Contractor is familiar with the provisions of California Government Code section 87100 and following, and certifies that it does not know of any facts which would violate these code provisions. Contractor will advise City if a conflict arises.
20. FAIR EMPLOYMENT
Contractor shall not discriminate against any employee or applicant for employment because of race, sex, color, religion, religious creed, national origin, ancestry, age, gender, marital status, physical disability, mental disability, medical condition, genetic information, sexual orientation, gender expression, gender identity, military and veteran status, or ethnic background, in violation of federal, state or local law.
21. NO USE OF CITY NAME OR EMBLEM
Contractor shall not use City's name, insignia, or emblem, or distribute any information related to services under this Agreement in any magazine, trade paper, newspaper or other medium without express written consent of City.
22. GOVERNING LAW AND VENUE
This Agreement shall be governed and construed in accordance with the statutes and laws of the State of California. The venue of any suit filed by either Party shall be vested in the state courts of the County of Santa Clara, or if appropriate, in the United States District Court, Northern District of California, San Jose, California.
23. SEVERABILITY CLAUSE
In case any one or more of the provisions in this Agreement shall, for any reason, be held invalid, illegal or unenforceable in any respect, it shall not affect the validity of the other provisions, which shall remain in full force and effect.
24. AMENDMENTS
This Agreement may only be modified by a written amendment duly authorized and executed by the Parties to this Agreement.
Agreement with Efficiency Services Group LLC
Rev. 07-01-18
25. COUNTERPARTS
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which shall constitute one and the same instrument.
The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives.
CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Approved as to Form : Dated : ~I( ) Ii-ow
City Attorney
b'~~NTANA
City Manager
"CITY"
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone : (408) 615-2210
Fax: (408) 241-6771
EFFICIENCY SERVICES GROUP, LLC
an Oregon Limited Liability Corporation
Dated: _____,:)~1___.~ 0'-f-?~2~~-2A_~----
By (Signature): ------"~L_.n.~~-f.!:.l...-{_,,,.::::..22L&.rr~~-4-<"'--e:::-::::::::=========- Name: Mark Gosvener
Title: Chief Operating Officer
Principal Place of 5625 NE Elam Young Parkway, Suite 100 Business Address : Hillsboro , Oregon, 97124
Email Address : markg@esgroupllc .com
Telephone : ( 503 ) 869-5131
"CONTRACTOR"
Agreem ent with Efficie ncy Services Group LLC
Rev. 07-01-18
EXHIBIT A
SCOPE OF SERVICES
The Services to be performed for the City by the Contractor under this Agreement are set forth below.
Program Description
Efficiency Services Group (ESG) offered the Commercial Parking Lot & Exterior Lighting Program (the Program) to Silicon Valley Power's (SVP) small and mid-sized business customers with a goal of upgrading exterior HID wall fixtures and parking lot lights to new LED fixtures. The most recent Program contract expired on January 11, 2020.
The program has proven to be a success and ESG has identified additional market potential for the program with a proposed program budget in the amount of $499,997 to continue serving SVP customers interested in retrofitting their exterior lighting with more efficient LED lighting. This program would operate for a period of two years following contract approval.
Program Overview
The Commercial Parking Lot & Exterior Lighting Program is designed to have a focused, efficient approach to helping customers upgrade their exterior lighting. The fixtures are provided to the customer at no cost, and the customer is responsible for the installation. Customers may install the fixtures themselves or hire an electrician to install the fixtures for them. ESG has found that most customers hire an electrician to install the fixtures. ESG verifies the installations of all LED fixtures prior to invoicing SVP.
The measures selected for inclusion in the Program are designed to take advantage of exterior lighting opportunities that ESG identified from the snapshot audits performed during the initial phase of the Program when ESG visited 2,500 customer sites.
The program has proven to effectively persuade some customers to pay for the installation that would otherwise not participate iri SVPs standard lighting program.
ESG believes that renewing this program will provide the opportunity for SVP to:
• Continue to strengthen and build on the relationships established with customers through the Commercial Direct Install and Snapshot Auditing program • Afford significant energy and cost savings to targeted customers • Reduce customer maintenance costs and increase customer security • Contribute savings toward AB2021 targets
• Reduce greenhouse gas emissions, which helps to contribute to the City of Santa Clara's Climate Action plan goals.
The success of the program requires the effective implementation of five strategies:
1) Selection of measures to address the upgrade opportunities identified at customer sites
Agreement with Efficiency Services Group LLC/Exhibit A-Scope of Services Rev. 07-01-18
2) Identifying eligible customers with the need for parking lot and exterior lighting upgrades
3) Effectively presenting the program and securing customer participation 4) Follow-up visits to all participating customers to verify measures were installed and are operating properly, and addressing any customer questions or concerns before considering a project complete
5) Complete and accurate invoicing and reporting of all program activity to SVP The Program is designed to perform well in all phases of the program.
Mix of Measures
The Program measures are focused on LED parking lot fixtures and LED upgrades to existing fixtures. The program will include the following measures:
• LED Screw-In Based "Corncob" Retrofit
• LED Parking Garage Fixtures
• LED Canopy Fixtures
• LED Shoebox Area Lighting
• LED Cobra Head Area Lighting
• LED Wall Pack
Measure Descriptions
LED Screw-In Based "Corncob" Retrofits: Screw directly into existing screw-in based HID fixtures.
Requires rewiring the fixture to bypass the existing ballast.
LED Parking Garage Lighting: Replaces existing HID fixtures most commonly found throughout parking garages.
LED Canopy Lighting: Replaces existing HID fixtures most commonly found in gas station island canopies.
LED Pole/Wall Lighting: LED Shoebox and Cobra head fixtures replace existing HID fixtures most commonly found throughout commercial parking lots, roadways, auto-dealerships, and building perimeters.
LED Wall packs: LED wall pack fixtures replace pre-existing HID wall packs.
Subscribing the Program
In FY15 and FY16, ESG performed snapshot audits on over 2,500 of SVP's commercial customers. During these visits, ESG identified approximately 438 small to mid-sized commercial customers with parking lot lighting. In additional to these sites, SVPs mid-size commercial customers are also eligible for the program. Energy Efficiency Advisors (EEAs) will visit customer sites, explain the program and encourage them to participate. For the customers ESG has served in the previous phases of the program, we expect that a large majority of these customers will allow the EEA in and listen to the program presentation because these doors are now "warm" and the customers are familiar with ESG. During customer site visits, the EEA will:
Agreement with Efficiency Services Group LLC/Exhibit A-Scope of Services Rev. 07-01-18
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• Ask to talk with the decision maker
• Explain the Program offer to the customer
• Persuade the customer to agree to install/upgrade their exterior lighting with LEDs • If customer agrees, verify the quantity and type of fixtures or upgrade kits needed for the exterior lights
• Schedule a follow up visit with the customer to deliver the LED lighting equipment When the EEA delivers the LED lighting equipment to the customer, the EEA will schedule another appointment with the customer to return and verify the installation of the fixtures. This will provide the customer with an installation deadline.
ESG has learned through experience that it can take several contacts with a customer and can be a time intensive task to get them ready to take delivery of LED lighting equipment for installation. EEAs have demonstrated the persistence needed to accomplish this task.
Customer Satisfaction
A final verification inspection will be performed on all projects completed. During the final visit, the EEA will assure that any customer questions or concerns are addressed and resolved before closing the project and invoicing SVP. ESG understands the importance of emphasizing with the customer that the program is coming from SVP and using the program experience to help SVP build/strengthen their relationships with their customers.
Reporting and Invoicing
ESG thoroughly understands the CEC reporting requirements for utility energy efficiency programs. Because of this, ESG is able to generate complete and accurate activity report and invoice formats that make it easy for SVP to track budgets, program expenses, and report program results to the State. ESG will prepare monthly activity reports and invoices as required bySVP.
Turnkey Administration
ESG will provide complete turnkey program administration, including:
• Program development (product selection, marketing materials, customer outreach) • Customer service/support
• Delivery of LED exterior lighting equipment
• Warranty information
• Reporting/invoicing
• CEC compliance support
A. Program Targets
This program is available to small and mid-size commercial customers that receive electric service from SVP. Based on the proposed budget, the program will save an estimated 715,665 kWh annually.
B. Incentive Structure
Agreement with Efficiency Services Group LLC/Exhibit A-Scope of Services Rev. 07-01-18
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All LED fixtures/lamps will be provided at no cost to the customer. The customer will be responsible for their installation (either maintenance staff or hiring an electrician).
C. Program Budget
ESG's fees for this program include:
• A fee for marketing and presenting the program offer to each customer • A program subscription/administration fee for projects completed in the program • Cost per fixture/lamp installed
Program fees cover all costs, including program development activities, marketing/outreach, labor, materials (including mounting hardware and photocells), State sales tax, travel expenses and admin/overhead.
The proposed budget of $499,997 is expected to serve 72 commercial customers. Because all program costs are covered in the program fees, the budget can be scaled up or down with little expected change to program financial performance.
$76,200
Co t Administration Pro·ect $375 76.2 $28,575
Wall Pack 70W MH Re cement Fixture $285 24.38 $6,948
Wall Pack 100W MH Re lacement Fixture $285 0.76 $217
Wall Pack 150W MH Re lacement Fixture $285 0.76 $217
Wall Pack 175WMH Re lacement Fixture $320 31.24 $9,997
Wall Pack 250W MH Re lacement Fixture $383 38.1 $14,592 Wall Pack 400W MH Re lacement Fixture $519 15.24 $7,910 Wall Pack 70W MH Replacement 26.67 $7,814
w/Photocell Fixture $293
Wall Pack 100W MH Replacement 0.76 $223
w/Photocell Fixture $293
Wall Pack 150W MH Replacement 153.92 $48,639
w/Photocell Fixture $316
Wall Pack 175W MH Replacement 47.24 $16,534
w/Photocell Fixture $350
Wall Pack 250W MH Replacement 38.1 $14,592
w/Photocell Fixture $383
Wall Pack 400W MH Replacement 22.86 $12,802
w/Photocell Fixture $560
HID - Screw-in Base 70W Re lacement Retrofit $147 .40 $59 HID - Screw-in Base 100W Re lacement Retrofit $147 .40 $59 HID - Screw-in Base 125W Re lacement Retrofit $147 60.96 $8,961 HID - Screw-in Base 150W Re lacement Retrofit $147 45.3 $6,659 HID - Screw-in Base 175W Replacement Retrofit $190 2.29 $434 Agreement with Efficiency Services Group LLC/Exhibit A-Scope of Services Page4 Rev. 07-01-18
HID - Screw-in Base 250W Reolacement Retrofit $230
HID - Screw-in Base 600W Reolacement Retrofit $418
HID - Screw-in Base 700W Replacement Retrofit $397
HID -Retrofit Kit w/Driver 400W Retrofit
Replacement Kit $413
HID - Retrofit Kit w/Driver 600W Retrofit
Replacement Kit $445
HID - Retrofit Kit w/Driver 700W Retrofit
Replacement Kit $572
HID - Retrofit Kit w/Driver 900W Retrofit
Replacement Kit $742
HID - Retrofit Kit w/Driver 1 000W Retrofit
Replacement Kit $990
Canopy Parking Garage 70W HID Fixture $240
Canopy Parking Garage 125W HID Fixture $250
Canoov Parking Garage 150W HID Fixture $280
Canonv Parking Garaae 175-250W HID Fixture $304
Canoov Parking Garage 250W HID Fixture $266
Canoov Gas Stations 250W HID Fixture $279
Canopy Gas Stations 400W HID Fixture $638
Canopv Gast Stations - Slim - 70W HID Fixture $350
Canoov Gast Stations - Slim -125W HID Fixture $395
Canopy Gast Stations - Slim - 175W HID Fixture $396
Canoov Gast Stations - Slim - 250W HID Fixture $327
CanoPv Gast Stations - Slim - 320W HID Fixture $599
Canoov Gast Stations - Slim - 400W HID Fixture $637
Area Light (Pole/Wall) 175W HID Medium
Shoebox Fixture $665
Area Light (Pole/Wall) 250W HID Medium
Shoebox Fixture $676
Area Light (Pole/Wall) 320W HID Medium
Shoebox Fixture $717
Area Light (Pole/Wall) 400W HID Medium
Shoebox Fixture $759
Area Light (Pole/Wall) 400W HID Large
Shoebox Fixture $759
Area Light (Pole/Wall) 500W HID Large
Shoebox Fixture $985
Area Light (Pole/Wall) 600W HID Large
Shoebox Fixture $985
Area Light (Pole/Wall) 750W HID Large
Shoebox Fixture $985
Area Light (Pole/Wall) 175W HID Medium
Cobra Fixture $654
Area Light (Pole/Wall) 250W HID Medium
Cobra Fixture $687
Agreement with Efficiency Services Group LLC/Exhibit A-Scope of Services Rev. 07-01-18
0.38 $87
0.38 $159
1.52 $605
0.76 $315
0.76 $338
0.76 $435
0.76 $564
7.62 $7,544
0.76 $182
0.38 $95
0.38 $106
0.38 $116
0.76 $202
0.38 $106
0.38 $242
.40 $140
0.76 $300
19.81 $7,845
0.76 $249
0.38 $228
0.38 $242
38.1 $25,337
60.96 $41,209
7.62 $5,464
15.24 $11,567
22.86 $17,351
0.76 $749
0.76 $749
0.76 $749
30.48 $19,934
76.2 $52,349
Area Light (Pole/Wall) 400W HID Medium
Cobra Fixture $757 38.1 $28,842
Area Light (Pole/Wall) 500W HID Large 0.76 $749
Cobra Fixture $985
Area Light (Pole/Wall) 750W HID Large 0.76 $749
Cobra Fixture
Program Strategy/Avoiding Lost Opportunities
The Program benefits from having a list of customer sites already verified as having parking lot lighting equipment. SVP has already invested in developing relationships with these customers through the Commercial Direct Install and Snapshot Audit Program and the previous Exterior Lighting Direct Install and Snapshot Audit program. By including this specific program offering to those customers identified with parking lot lighting, SVP is taking advantage of this discovered opportunity and not allowing it to go unaddressed.
Program Objectives
Objective #1: Present the program to enough customers to identify approximately 72 customers willing to participate in the program.
Objective #2: Persuade customers to install approximately 885 parking lot and exterior light fixtures or upgrade kits.
Program Metrics
The proposed metrics for this program include, but are not limited to, the following:
• # of business subscribed
• # of measures installed
• Amount of program budget utilized
• Customer satisfaction
All program metrics will be tracked on a monthly and program-to-date basis. Metrics will be generated by site audit data detailing measure upgrade opportunities, verified measures installed, and customer satisfaction as determined during final verification inspections. Activity reports will include a budget tracker to show how much of the program budget has been utilized and the amount of remaining program budget.
D.
E. Program Implementation
F.
The Program has been implemented and was recently offered to SVP small and mid-size commercial customers until the contract ended in January 2020. The purpose of this Scope of Work is to renew the program to take advantage of remaining energy efficiency opportunities. No additional implementation tasks are necessary to continue administration of the Program.
Based on the proposed budget and the length of time it takes to gain customer agreement to participate, program delivery is expected to span two years from the time the contract is approved.
Agreement with Efficiency Services Group LLC/Exhibit A-Scope of Services Rev. 07-01-18
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Program Development
Program development tasks have been completed in earlier phases of the program. ESG and SVP will work together to assure that ESG has the most current eligible customer lists.
Program Delivery
Task: Customer Service/Support
The Program will have a phone number for customers to call with questions about the program or if they need to talk with a Program field representative. This number will connect customers directly to program staff that can answer questions about the program and, if applicable, put them in a queue for an on-site visit by program subscription staff. ESG also maintains a toll-free number for customers to call if they need to speak to a program representative immediately and the local field rep is not available to answer a call. This assures that SVP customers will always be able to get in touch with Program staff.
Task: Program Presentation and Subscription
The EEA will visit customer sites to present the program and sign them up to participate. The following are the objectives for the site visit.
• Identify the decision maker and present the program to them • Evaluate the existing parking light lighting and determine quantity and type of LED upgrade equipment is appropriate
• Offer the LED equipment to the customer and ask them to commit to the installation • Persuade customer to participate and have them sign participation documents • Set appointment with customer to deliver LED parking lot lighting equipment • Enter all activity from the site visit into the iPad application and upload to database Task: Order LED Lighting Equipment
Place orders for equipment needed to complete projects.
Task: Exterior Lighting Equipment Delivery
The EEA will deliver the LED parking lot lighting equipment to the customer and schedule an appointment for the final verification site visit.
Task: Final Verification Site Visits
EEA will visit the customer site a final time and verify that the LED lighting has been installed.
They will also make sure any customer questions or concerns are addressed before they finalize the project and invoice SVP.
Task: Warranty Information
LED exterior lighting products delivered under the program will carry the standard manufacturer warranty (typically 2-3 years).
Task: Reporting/Invoicing
Detailed activity reports will be provided to SVP on a monthly basis, along with the monthly invoice for work completed. Reports will include all customers served, and detailed information regarding measures installed at each customer site.
Agreement with Efficiency Services Group LLC/Exhibit A-Scope of Services Rev. 07-01-18
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Task: CEC Compliance Support
ESG will maintain the documentation necessary to support SVP's reporting requirements (SB 1037, EM&V) for no less than five years.
Payment Schedule
ESG will submit invoices to SVP monthly, accompanied by detailed reports showing each site visited and work performed at each customer/business site. ESG's payment terms are net 30 days.
If an invoice error is identified by SVP, a corrected invoice will be submitted by ESG within five business days of receiving notification from SVP.
Customer Interface
ESG will continue to employ the same successful recruitment strategy utilized in delivering the current Program. Effective recruitment of program participants begins with the coordination of effort between ESG and SVP. For example, a utility-endorsed letter is presented to customers on the targeted list that lends creditability to the program and introduces ESG as an approved SVP partner. Following this initial utility contact, EEAs will continue to visit sites on the target customer list. In most cases this will not be the first time an EEA has been onsite talking with the customer, so this program does not require any "cold-calling". If the EEA is unable to speak to the decision maker during an initial site visit, leave-behind materials will be provided and will include information for the customer to schedule a future visit. The EEA will follow-up with the customer at a later time.
It often takes several conversations with a customer before they agree to install the LED lighting equipment. The EEAs must be persistent in pursing the customer until they have an answer regarding the customer's willingness to participate in the program.
Strategic Partners
ESG will serve as the program administrator for the Program. In addition, ESG has one other partner we plan to have help in the implementation of the program. ESG has had a relationship with this partner for over seven years and has successfully delivered utility programs with them; including the current Program for SVP. Our program partner is:
RD Energy Solutions
7333 SE Ellis St.
Portland, OR 97206
Detailed Information
Efficiency Services Group key program personnel include:
Mark Gosvener, COO - Contract related issues and general oversight of the program, main point of contact for SVP.
Miranda Boutelle, Program Manager - Program administration, reporting, invoicing.
Agreement with Efficiency Services Group LLC/Exhibit A-Scope of Services Rev. 07-01-18
Dave Barnhart, Manager of Direct Install Services - General oversight of all field activity and coordination with RD Energy Solutions.
ESG program administration responsibilities include:
• Communication with SVP; ESG will serve as SVP's point of contact for anything related to the Commercial Program
• Coordinating all program development tasks with our program partner • Activity reporting and invoicing
• Budget tracking
• Customer follow-up visits and measure verification
RD Energy Solutions: Key Personnel include:
Zack Lewetag, Vice President of Operations - Coordination of all field activity and oversight of EEAs
Mark Brost, Energy Efficiency Manager - Manages EEAs, product delivery, customer interaction and contractor liaison.
RD Energy Solutions is the partner that performs the customer interface and field functions for the Program. ESG and RD have partnered to implement EE programs to over 32 utilities in California and the Northwest. RD will perform the following tasks:
• Initial customer outreach and program subscription activities • Ordering and delivery of LED exterior lighting equipment needed to complete installations • Entering program activity for each business served into the iPad application • Follow-up verification inspections
Quality Assurance and Measure Verification Activities
The EEAs will be involved in all aspects of the program; from the initial visit to the final verification inspection. This will provide consistent project management of each customer site throughout the program. Final inspections will be performed on all projects to assure that the product is installed and operational, and that all customer needs have been met and customers are happy with the program experience.
Customer Complaint Resolution
Customer complaints are dealt with on a case-by-case basis depending on the specific needs of the customer. Customers may call ESG directly on our toll-free line, or they can contact the EEA that works for RD Energy Solutions. Phone numbers will be listed in program marketing materials, and the EEA will leave their contact information with the customers.
Customer complaints are considered urgent and receive an immediate call-back from a Program representative. Every effort is made to resolve the customer complaints completely and promptly.
During the final inspection, the customer will be asked if they have any questions or concerns.
Any concerns or complaints are forwarded via email to the appropriate Program representative Agreement with Efficiency Services Group LLC/Exhibit A-Scope of Services Rev. 07-01-18
responsible for its resolution, and the responsible person is required to send an email reply that the complaint has been resolved and the customer is completely satisfied.
Marketing Activities
Experience has shown that customer response to the program is significantly improved by endorsement from their utility. This can be accomplished by SVP mailing a letter to the targeted list of customers prior to EEAs beginning their site visits.
ESG will work with SVP to develop/assemble any program or marketing collateral SVP would like presented to the customers during the EEAs visit.
The remainder of the marketing/sales activities will be relational, face-to-face discussions between the customers and the EEA. It may take several conversations and/or site visits by the EEA to subscribe and complete projects under this program.
Measurement and Verification of Savings Discussion
KWh savings values for all exterior fixtures are based on calculations based on pre/post wattages, and assume fixtures are on all night. kWh saving assumption calculations are available upon request.
Savings Estimate per Item
Co t Administration Pro·ect 76.2
Wall Pack 70W MH Re cement Fixture 24.4 292 7120
Wall Pack 100W MH Re lacement Fixture 0.8 439 335
Wall Pack 150W MH Re lacement Fixture 0.8 648 494
Wall Pack 175W MH Re lacement Fixture 31.2 702 21932
Wall Pack 250W MH Re lacement Fixture 38.1 994 37871
Wall Pack 400W MH Re lacement Fixture 15.2 1464 22311
Wall Pack 70W MH Replacement
w/Photocell Fixture 26.7 292 7788
Wall Pack 100W MH Replacement
w/Photocell Fixture 0.8 439 335
Wall Pack 150W MH Replacement
w/Photocell Fixture 153.9 648 99743
Wall Pack 175W MH Replacement
w/Photocell Fixture 47.2 702 33165
Wall Pack 250W MH Replacement 38.1 37871
w/Photocell Fixture 994
Wall Pack 400W MH Replacement 22.9 33467
w/Photocell Fixture 1464
HID - Screw-in Base 70W Replacement Retrofit 0.4 287 114.8 Agreement with Efficiency Services Group LLC/Exhibil A-Scope of Services Page 10 Rev. 07-01-18
HID - Screw-in Base 100W Reolacement Retrofit 19.4
HID - Screw-in Base 125W Reolacement Retrofit 61
HID - Screw-in Base 150W Reolacement Retrofit 45.3
HID - Screw-in Base 175W Reolacement Retrofit 2.3
HID - Screw-in Base 250W Reolacement Retrofit 03.8
HID - Screw-in Base 600W Reolacement Retrofit 1.5
HID - Screw-in Base 700W Reolacement Retrofit 1.5
HID -Retrofit Kit w/Driver 400W 0.8 Reolacement Retrofit Kit HID - Retrofit Kit w/Driver 600W 0.8 Reolacement Retrofit Kit HID - Retrofit Kit w/Driver 700W 0.8 Reolacement Retrofit Kit HID - Retrofit Kit w/Driver 900W 0.8 Replacement Retrofit Kit HID - Retrofit Kit w/Driver 1 000W 7.6 Replacement Retrofit Kit Canoov Parkina Garaae 70W HID Fixture 0.8
Canonv Parkina Garaae 125W HID Fixture 7.6
Canonv Parkina Garaae 150W HID Fixture 0.4
Canonv Parkina Garaae 175-250W HID Fixture 0.4
Canoov Parkin □ Garaae 250W HID Fixture 19.1
Canoov Gas Stations 250W HID Fixture 11.4
Canoov Gas Stations 400W HID Fixture 1.5
Canoav Gast Stations - Slim - 70W HID Fixture .4
Canoov Gast Stations - Slim - 125W HID Fixture 0.8
Canoov Gast Stations - Slim -175W HID Fixture 19.81
Canonv Gast Stations - Slim - 250W HID Fixture 0.8
Canonv Gast Stations - Slim - 320W HID Fixture .8
Canonv Gast Stations - Slim - 400W HID Fixture 1.5
Area Light (Pole/Wall) 175W HID Medium 38.1 Shoebox Fixture Area Light (Pole/Wall) 250W HID Medium 61 Shoebox Fixture Area Light (Pole/Wall) 320W HID Medium 7.6 Shoebox Fixture Area Light (Pole/Wall) 400W HID Medium 15.2 Shoebox Fixture Area Light (Pole/Wall) 400W HID Large 22.9 Shoebox Fixture Area Light (Pole/Wall) 500W HID Large 0.8 Shoebox Fixture Area Light (Pole/Wall) 600W HID Large 0.8 Shoebox Fixture Agreement with Efficiency Services Group LLC/Exhibit A-Scope of Services Rev. 07-01-18
447 8672
493 30053
493 22333
656 1500
882 3360
2132 3249
2583 3936
1468 1119
2132 1625
2583 1968
3075 2343
3198 24369
287 219
513 3905
656 250
615 234
1046 19917
882 10076
1439 2193
287 114.8
513 391
697 13809
882 672
1128 859
1386 2112
533 20307
791 48238
1091 8310
1300 19807
1300 29711
1222 931
1632 1243
Area Light (Pole/Wall) 750W HID Large 0.8 Shoebox Fixture Area Light (Pole/Wall) 175W HID Medium 30.5 Cobra Fixture Area Light (Pole/Wall) 250W HID Medium 76.2 Cobra Fixture Area Light (Pole/Wall) 400W HID Medium 38.1 Cobra Fixture Area Light (Pole/Wall) 500W HID Large 0.8 Cobra Fixture Area Light (Pole/Wall) 750W HID Large 0.8 Cobra Fixture Agreement with Efficiency Services Group LLC/Exhibit A-Scope of Services Rev. 07-01-18
2214 1687
533 16246
783 59672
1275 48581
1451 1106
2116 1612
EXHIBIT B
SCHEDULE OF FEES
Contractor will bill City on a monthly basis for Services provided by Contractor during the preceding month on an invoice and in a format approved by City and subject to verification and approval by City. City will pay Contractor within thirty (30) days of City's receipt of an approved invoice.
Site Visit & Program Presentation Audit $100
Completed Project Administration Project $375
Wall Pack 70W MH Replacement Fixture $285
Wall Pack 100W MH Replacement Fixture $285
Wall Pack 150W MH Replacement Fixture $285
Wall Pack 175W MH Replacement Fixture $320
Wall Pack 250W MH Replacement Fixture $383
Wall Pack 400W MH Replacement Fixture $519
Wall Pack 70W MH Replacement w/Photocell Fixture $293
Wall Pack 1 00W MH Replacement w/Photocell Fixture $293 Wall Pack 150W MH Replacement w/Photocell Fixture $316
Wall Pack 175W MH Replacement w/Photocell Fixture $350
Wall Pack 250W MH Replacement w/Photocell Fixture $383
Wall Pack 400W MH Replacement w/Photocell Fixture $560
HID - Screw-in Base 70W Replacement Retrofit $147
HID - Screw-in Base 1 00W Replacement Retrofit $147
HID - Screw-in Base 125W Replacement Retrofit $147
HID - Screw-in Base 150W Replacement Retrofit $147
HID- Screw-in Base 175W Replacement Retrofit $190
HID - Screw-in Base 250W Replacement Retrofit $230
HID - Screw-in Base 600W Replacement Retrofit $418
HID - Screw-in Base 700W Replacement Retrofit $397
HID -Retrofit Kit w/Driver 400W Replacement Retrofit Kit $413 HID - Retrofit Kit w/Driver 600W Replacement Retrofit Kit $445 HID - Retrofit Kit w/Driver 700W Replacement Retrofit Kit $572 HID - Retrofit Kit w/Driver 900W Replacement Retrofit Kit $742 HID - Retrofit Kit w/Driver 1 000W Replacement Retrofit Kit $990 Canopy Parking Garage 70W HID Fixture $240
Canopy Parking Garage 125W HID Fixture $250
Agreement with Efficiency Services Group, LLC/Exhibit B-Schedule of Fees Page 1 Rev. 07-01-18
Canopy Parking Garage 150W HID
Canopy Parking Garage 175-250W HID
Canopy Parking Garage 250W HID
Canopy Gas Stations 250W HID
Canopy Gas Stations 400W HID
Canopy Gast Stations - Slim - 70W HID
Canopy Gast Stations - Slim - 125W HID
Canopy Gast Stations - Slim - 175W HID
Canopy Gast Stations - Slim - 250W HID
Canopy Gast Stations - Slim - 320W HID
Canopy Gast Stations - Slim - 400W HID
Area Light (Pole/Wall) 175W HID Medium Shoebox
Area Light (Pole/Wall) 250W HID Medium Shoebox
Area Light (Pole/Wall) 320W HID Medium Shoebox
Area Light (Pole/Wall) 400W HID Medium Shoebox
Area Light (Pole/Wall) 400W HID Large Shoebox
Area Light (Pole/Wall) 500W HID Large Shoebox
Area Light (Pole/Wall) 600W HID Large Shoebox
Area Light (Pole/Wall) 750W HID Large Shoebox
Area Light (Pole/Wall) 175W HID Medium Cobra
Area Light (Pole/Wall) 250W HID Medium Cobra
Area Light (Pole/Wall) 400W HID Medium Cobra
Area Light (Pole/Wall) 500W HID Large Cobra
Area Light (Pole/Wall) 750W HID Large Cobra
Agreement with Efficiency Services Group, LLC/Exhibit B-Schedule of Fees Rev. 07-01-18
Fixture $280
Fixture $304
Fixture $266
Fixture $279
Fixture $638
Fixture $350
Fixture $395
Fixture $396
Fixture $327
Fixture $599
Fixture $637
Fixture $665
Fixture $676
Fixture $717
Fixture $759
Fixture $759
Fixture $985
Fixture $985
Fixture $985
Fixture $654
Fixture $687
Fixture $757
Fixture $985
Fixture $985
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EXHIBIT C
INSURANCE REQUIREMENTS
Without limiting the Contractor's indemnification of the City, and prior to commencing any of the Services required under this Agreement, the Contractor shall provide and maintain in full force and effect, at its sole cost and expense, the following insurance policies with at least the indicated coverages, provisions and endorsements:
A. COMMERCIAL GENERAL LIABILITY INSURANCE
1. Commercial General Liability Insurance policy which provides coverage at least as broad as Insurance Services Office form CG 00 01. Policy limits are subject to review, but shall in no event be less than, the following:
$1,000,000 Each Occurrence
$2,000,000 General Aggregate
$2,000,000 Products/Completed Operations Aggregate
$1,000,000 Personal Injury
2. Exact structure and layering of the coverage shall be left to the discretion of Contractor; however, any excess or umbrella policies used to meet the required limits shall be at least as broad as the underlying coverage and shall otherwise follow form.
3. The following provisions shall apply to the Commercial Liability policy as well as any umbrella policy maintained by the Contractor to comply with the insurance requirements of this Agreement:
a. Coverage shall be on a "pay on behalf' basis with defense costs payable in addition to policy limits;
b. There shall be no cross liability exclusion which precludes coverage for claims or suits by one insured against another; and c. Coverage shall apply separately to each insured against whom a claim is made or a suit is brought, except with respect to the limits of liability.
B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 01 with policy limits a minimum limit of not less than one million dollars ($1,000,000) each accident using, or providing coverage at least as broad as, Insurance Services Office form CA 00 01. Liability coverage shall apply to all owned, non-owned and hired autos.
Agreement with Efficiency Services Group, LLC /Exhibit C-lnsurance Requirements Rev. 07-01-18
In the event that the Work being performed under this Agreement involves transporting of hazardous or regulated substances, hazardous or regulated wastes and/or hazardous or regulated materials, Contractor and/or its subcontractors involved in such activities shall provide coverage with a limit of two million dollars ($2,000,000) per accident covering transportation of such materials by the addition to the Business Auto Coverage Policy of Environmental Impairment Endorsement MCS90 or Insurance Services Office endorsement form CA 99 48, which amends the pollution exclusion in the standard Business Automobile Policy to cover pollutants that are in or upon, being transported or towed by, being loaded onto, or being unloaded from a covered auto.
C. WORKERS' COMPENSATION
1. Workers' Compensation Insurance Policy as required by statute and employer's liability with limits of at least one million dollars ($1,000,000) policy limit Bodily Injury by disease, one million dollars ($1,000,000) each accident/Bodily Injury and one million dollars ($1,000,000) each employee Bodily Injury by disease.
2. The indemnification and hold harmless obligations of Contractor included in this Agreement shall not be limited in any way by any limitation on the amount or type of damage, compensation or benefit payable by or for Contractor or any subcontractor under any Workers' Compensation Act(s), Disability Benefits Act(s) or other employee benefits act(s).
3. This policy must include a Waiver of Subrogation in favor of the City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents.
D. COMPLIANCE WITH REQUIREMENTS
All of the following clauses and/or endorsements, or similar provisions, must be part of each commercial general liability policy, and each umbrella or excess policy.
1. Additional Insureds. City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents are hereby added as additional insureds in respect to liability arising out of Contractor's work for City, using Insurance Services Office (ISO) Endorsement CG 20 10 11 85 or the combination of CG 20 1 O 03 97 and CG 20 37 10 01, or its equivalent.
2. Primary and non-contributing. Each insurance policy provided by Contractor shall contain language or be endorsed to contain wording making it primary insurance as respects to, and not requiring contribution from, any other insurance which the Indemnities may possess, including any self-insurance or self-insured retention they may have. Any other Agreement with Efficiency Services Group, LLC /Exhibit C-lnsurance Requirements Rev. 07-01-18
3. insurance Indemnities may possess shall be considered excess insurance only and shall not be called upon to contribute with Contractor's insurance.
Cancellation.
a. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided due to non-payment of premiums shall be effective until written notice has been given to City at least ten (10) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least ten (10) days prior to the effective date of non-renewal.
b. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided for any cause save and except non-payment of premiums shall be effective until written notice has been given to City at least thirty (30) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least thirty (30) days prior to the effective date of non renewal.
4. Other Endorsements. Other endorsements may be required for policies other than the commercial general liability policy if specified in the description of required insurance set forth in Sections A through D of this Exhibit C, above.
E. ADDITIONAL INSURANCE RELATED PROVISIONS
Contractor and City agree as follows:
1. Contractor agrees to ensure that subcontractors, and any other party involved with the Services who is brought onto or involved in the performance of the Services by Contractor, provide the same minimum insurance coverage required of Contractor, except as with respect to limits. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. Contractor agrees that upon request by City, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the project will be submitted to City for review.
2. Contractor agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Contractor for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of Agreement with Efficiency Services Group, LLC /Exhibit C-lnsurance Requirements Rev. 07-01-18
complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto.
3. The City reserves the right to withhold payments from the Contractor in the event of material noncompliance with the insurance requirements set forth in this Agreement.
F. EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement, Contractor, and each and every subcontractor (of every tier) shall, at its sole cost and expense, provide and maintain not less than the minimum insurance coverage with the endorsements and deductibles indicated in this Agreement. Such insurance coverage shall be maintained with insurers, and under forms of policies, satisfactory to City and as described in this Agreement. Contractor shall file with the City all certificates and endorsements for the required insurance policies for City's approval as to adequacy of the insurance protection.
G. EVIDENCE OF COMPLIANCE
Contractor or its insurance broker shall provide the required proof of insurance compliance, consisting of Insurance Services Office (ISO) endorsement forms or their equivalent and the ACORD form 25-S certificate of insurance (or its equivalent), evidencing all required coverage shall be delivered to City, or its representative as set forth below, at or prior to execution of this Agreement.
Upon City's request, Contractor shall submit to City copies of the actual insurance policies or renewals or replacements. Unless otherwise required by the terms of this Agreement, all certificates, endorsements, coverage verifications and other items required to be delivered to City pursuant to this Agreement shall be mailed to:
EBIX Inc.
City of Santa Clara Electric Department
P.O. Box 100085- S2 or
Duluth, GA 30096
Telephone number: 951-766-2280
Fax number: 770-325-0409
Email address: [email protected]
H. QUALIFYING INSURERS
1 EbixWay
John's Creek, GA 30097
All of the insurance companies providing insurance for Contractor shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.
Agreement with Efficiency Services Group, LLC /Exhibit C-lnsurance Requirements Rev. 07-01-18
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