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CITY OF SANTA MARIA
SUSTAINABLE SOLUTIONS TURNKEY IMPLEMENTATION PROJECT WORK ORDER
This IMPLEMENTATION WORK ORDER (“Work Order”), effective as of the date of the last signature below (“Work Order Effective Date”) is made and entered into by and between City of Santa Maria (“City”) and Pacific Gas and Electric Company (“PG&E”). This Work Order is subject to the terms and conditions of the PG& E Master Services Agreement between City and PG&E entered into on or about February 26, 2019 (“Services Agreement”) and extended by the First Amendment to the Master Service Agreement (“AM1”) on or about February 15, 202 4, attached hereto as Exhibit 1 and incorporated herein. City and PG&E are referred to collectively as the “Parties.”
At a public hearing on August 20, 2019, the City’s governing body determined to enter into Work Orders for a series of projects, including the project that is the subject of this Work Order and adopted findings consistent with Government Code Section 4217.12 requirements that the anticipated costs of the energy conservation services provided und er this Work Order will be less than the City’s anticipated cost of energy that would otherwise have been consumed by the City in the absence of this Work Order . Based in part on those findings the City has determined that this Work Order is an Energy Conservation Contract under Government Code Section 4217.12.
In accordance with the provisions of the Services Agreement, the City authorizes PG&E to provide the Implementation Work, defined below in Section 1, subject to the terms of the Services Agreement, and hereby notifies PG&E to commence work on the following Project:
PROJECT NAME: City of Santa Maria - Implementation LED Lighting Upgrades PROJECT LOCATION: Various Locations, City of Santa Maria, Santa Maria, CA (“Project Sites”) (see Exhibit 2 Scope of Work for list of Project Sites) WORK ORDER AMOUNT: $3,882,718.00
1. SCOPE OF WORK
PG&E will procure equipment for, construct, implement, and deliver to City the measure (the “Project”) as described in the Scope of Work (“SOW”), at the facilities, owned and operated by the City, in the City of Santa Maria, CA (the “Sites”) listed in the SOW. The SOW is attached hereto as Exhibit 2 and incorporated herein. The services to be performed under this Work Order shall be referred to hereinafter as the “Implementation Work”. The Implementation Work consists of implementation of Energy Conservation M easure 1 - LED Lighting Upgrades (“ECM”) at Customer’s facilities as described in the SOW.
1.1 PG&E shall have no obligations to perform any Implementation Work under this Work Order until PG&E and City have both signed this Work Order. The issuance Attachment C
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of this Work Order does not commit PG&E to perform any future work for City.
1.2 Subcontractors. PG&E reserves the right to engage third party subcontractors (“Subcontractors”) to perform some or a ll of the Implementation Work. PG&E agrees that, as between PG&E and City, PG&E shall be solely responsible for the Subcontractors performance of the Implementation Work under this Work Order. In addition, unless otherwise set forth in this Work Order, the fees and costs billed to City shall be inclusive of any and all fees and compensation due to any Subcontractors for services described in the SOW. PG&E shall be responsible for the payment of any compensation, monies, wages or other payment due or allegedly due to Subcontractors for services described in the SOW.
1.3 Term of Work Order. This Work Order shall commence upon the Work Order Effective Date and shall continue until the Implementation Work is complete , unless sooner terminated or extended as permitted under the Services Agreement (the “Work Order Term”). PG&E shall complete the Implementation Work generally in accordance with the milestone dates described in the Estimated Project Schedule attached hereto as Exhibit 4 and incorporated herein.
2. PERFORMANCE OF THE IMPLEMENTATION WORK
2.1 Project Construction.
2.1.1 PG&E’s Responsibilities.
2.1.1.1 Upon execution of this Work Order by both Parties, PG&E shall commence and complete construction and
implementation of the Project in accordance with the
Services Agreement, this Work Order, the attached SOW and any applicable Work Order modifications. PG&E will provide all professional and other services, labor, materials,
equipment, tools, transportation and other services necessary for the proper performance and completion of the
Implementation Work. PG&E will be responsible for the
means, methods, techniques, sequences and procedures to implement the Project, and shall oversee Project
construction. Permitting fees will be the responsibility of the City.
2.1.1.2 PG&E will use commercially reasonable efforts to minimize disruption to City’s use and operations at the Site. PG&E will provide at least ten (10) calendar days written notice to City of any planned power or other utilities outages that will be Attachment C
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necessary for the Implementation Work. City will cooperate with PG&E in scheduling such outages, and City agrees to provide its reasonable approval of any scheduled outage.
2.1.2 City's Responsibilities.
2.1.2.1 City will provide PG&E with Site access necessary to permit PG&E to perform the Implementation Work on this Project.
While working on the Site, if requested by City, the PG&E Project team personnel will be located in an area adjacent to City's subject matter experts and technical personnel, and all necessary security badges and clearance will be provided for access to this area in accordance with City’s vendor policies.
Additionally, upon request City will provide to PG&E relevant site information or documents necessary to perform the
Implementation Work, including but not limited to a copy of this Work Order, all modifications, the Services Agreement, a copy of relevant drawings, specifications, operation and maintenance manuals for equipment at the Site, and other pertinent documents.
2.1.2.2 City will provide a location for a temporary staging area on Site for the storage and assembly of equipment for
completion of the Implementation Work, if needed.
2.1.2.3 City will coordinate the Implementation Work to be performed by PG&E with the City’s operations and other
activities and with any other construction project that is ongoing at or around the Site.
2.2 Commissioning Services . PG&E shall perform commissioning services in accordance with the equipment manufacturers’ startup and commissioning recommendations.
2.3 Substantial Completion.
2.3.1 Substantial Completion of a ECM will be achieved when PG&E has provided the City with: (i) all equipment specifications and ratings, (ii) demonstration of successful commissioning of the ECM, (iii) operating instructions, operations and maintenance manuals and schedules, recommended spare parts lists, and all other written information relating to the ECM, (iv) operations and maintenance training to City staff for the ECM, and (v) equipment warranties for the ECM; Attachment C
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2.3.2 Promptly upon Substantial Completion of an ECM, PG&E will submit a Certificate of Substantial Completion for such ECM to City. Upon receipt of such certificate, City may inspect the ECM Implementation Work and meet with PG&E’s Project Manager to determine if the ECM has achieved Substantial Completion. City shall, within ten (10) business days of receipt of the Certificate of Substantial Completion, inform PG&E if City agrees that the ECM has achieved Substantial Completion. If City disagrees that the ECM has achieved Substantial Completion, City will specify in detail and in writing the deficiencies requiring correction in order to achieve Substantial Completion in accordance with this Work Order . When Substantial Completion has been achieved City will execute and return the Certificate of Substantial Completion to PG&E stating that: (i) the ECM has achieved Substantial Completion and the date on which it did so, and (ii) that on and after that date City will assume responsibility for the ECM’s operation, maintenance and repair, for damage to or destruction of the ECM, and for the ECM’s security and insurance coverage. Title to the ECM materials and equipment installed pursuant to this Work Order shall pass to City on the date of Substantial Completion together with equipment warranties.
2.4 Final Completion.
2.4.1 For purposes of this Work Order, the term “Final Completion” means the date when all of the following have been accomplished:
(a) each ECM has achieved Substantial Completion,
(b) all “punch list” items have been completed,
(c) PG&E has delivered to City: (i) a release of all lien rights, (ii) certification that all claims for payment for labor and equipment for which PG&E is responsible have been paid or satisfied, (iii) copies of waivers/releases of lien rights by Subcontractors that have furnished more than twenty-five thousand dollars and zero cents ($25,000.00) of goods, services or both for the Project, (iv) notice of all outstanding claims of PG&E or equipment or materials supplier or distributor that may affect City, PG&E or the Project, (v) a letter of indemnification regarding claims not addressed by waivers/releases, and (vi) removal of all of PG&E’s personnel, supplies, equipment, waste materials, rubbish, and temporary facilities from the Site.
2.4.2 Promptly after PG&E reasonably believes that Final Completion has Attachment C
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occurred, PG&E shall issue to City a Notice of Final Completion (defined in Section 2.4.1). Thereafter, City shall determine if Project has achieved Final Completion status. City shall, within fourteen (14) business days, inform PG&E if City agrees the Project meets Final Completion status. If City disagrees that the Project has achieved Final Completion status, City will specify in detail and in writing th e deficiencies requiring correction in order to achieve Final Completion status. City’s failure to respond within the fourteen (14) day notice period shall be deemed acceptance that Final Completion has occurred. When Final Completion status has been achie ved, City will develop a Council Agenda Report and Resolution of Final Completion for City Council to (i) accept the Project as complete, and (ii) authorize City staff to proceed with final payment of the Project and deliver the City’s acknowledgment that Final Completion has been achieved. The date of Final Completion shall be the date when City Council adopts the Resolution of Final Completion.
2.5 PG&E shall not be liable for any claims, liabilities, or losses arising out of, resulting from, or in any way connected with, City’s: (a) neglect, misuse or abuse of the equipment; (b) use of unauthorized parts, or removal of any parts; (c) repair, modification or alteration of equipment by anyone other than authorized representatives as described in the warranties covering the equipment; (d) relocation of the equipment, or (e) use of the equipment prior to Substantial Completion.
2.6 PG&E shall carry both payment and performance bonds for the entire Project as described in the SOW and shall name the City as beneficiary.
3. ORDER OF PRECEDENCE
In the event of a conflict between the provisions of the Work Order, any modification to the Work Order, and the Services Agreement, the following order of precedence shall apply: (a) any modification to this Work Order, (b) the Work Order, and (c) the Services Agreement.
4. MODIFICATIONS
If a modification to this Work Order is necessary, the Parties agree to follow the modification process set forth in Article II, Section M of the Services Agreement.
5. AUTHORIZATION
Upon receipt of the Work Order, City shall review the Work Order and verify that the terms of the Work Order are acceptable to City. City’s execution of this Work Order shall indicate its Attachment C
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acceptance of the terms and conditions set forth herein.
6. PAYMENT
6.1 City will pay PG&E for the Implementation Work as follows:
6.1.1 Upon Final Completion, PG&E shall invoice City and City shall pay PG&E a total amount of $3,882,718.00, in return for the Implementation Work. PG&E will track progress based upon an agreed upon percentage completion of each task line item in the Schedule of Values (“SOV”), attached hereto as Exhibit 5 and incorporated herein.
6.1.2 Upon Final Completion, PG&E will submit an invoice for any retention amount withheld by the City during the course of the Implementation Work.
6.2 Each PG&E invoice will reference this Work Order and be submitted to City’s billing address, which is City of Santa Maria, Public Works Department, 110 S.
Pine Street, Suite 101 , Santa Maria, CA 9345 8, or by email at [email protected]. City shall render, or instruct its financial institution to render, all payments to PG&E within net thirty (30) days of receipt of the invoice. Each payment made by City or its third -party designee must reference this Work Order and invoice number.
6.3 Payment Disputes. If a payment dispute arises under this Work Order that is not settled promptly in the ordinary course of business, the dispute shall be resolved in accordance with Article II, Section J of the Services Agreement.
Notwithstanding anything to the contrary in the Services Agreement or this Work Order, pending the resolution of the issues(s), PG&E may temporarily suspend its performance of the Implementation Work without being deemed in breach under this Work Order until such dispute has been resolved
7. NOTIFICATIONS AND INTERFACE
Both Parties shall contact and/or deliver written notices, including by email, to the business contacts below in the normal course of business, and in the event of any problems which may significantly affect the performance of the Implementation Work under this Work Order.
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CITY REPRESENTATIVE PG&E REPRESENTATIVE
Name Brett Fulgoni Name John Garnett
Title Director of Public Works Title Product Manager, Principal Address 110 S. Pine St. Suite 221 Address 300 Lakeshore Dr.
Santa Maria, CA 93458 Oakland, CA 94612
Telephone (805) 925-0951 ext. 2225 Telephone 415-672-1746 (mobile) Email [email protected] Email [email protected]
8. OWNERSHIP OF EQUIPMENT
a. Ownership and title to any equipment purchased by PG&E on City’s behalf pursuant to this Work Order will be transferred to City upon Substantial Completion in accordance with Section 2.3 and no further agreement will be necessary to transfer ownership to the City.
b. PG&E shall not be liable for any claims, liabilities, or losses arising out of, resulting from or in any way connected with Customer’s use of the equipment, subject to Article II, Section E Warranties of the Services Agreement.
9. REQUIRED CLAUSES
Clauses required to be included in this agreement by California law, including the provisions of the California Public Contract Code and those concerning prevailing wage requirements, if applicable, are incorporated herein by this reference.
10. AUTHORITY
Each Party represents and warrants that the individual signing below, as well as any Change Orders and approvals hereunder, has and shall have all requisite power and legal authority to bind the Party on whose behalf he/she is signing to that Party’s obligations hereunder.
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IN WITNESS WHEREOF, the Parties agree to be bound by this Work Order as of the Work Order Effective Date.
“PG&E” “City”
PACIFIC GAS AND ELECTRIC COMPANY CITY OF SANTA MARIA
a Municipal Corporation
a California corporation
By: By:
MIKE DELANEY DAVID ROWLANDS
VP, Utility Partnerships & Innovation City Manager
ATTEST
By:
DONNA SCHWARTZ
Chief Deputy City Clerk
APPROVED AS TO FORM
Risk Manager
City Attorney
APPROVED AS TO CONTENT
Director of Public Works
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EXHIBIT 1
MASTER SERVICES AGREEMENT
(see attached)
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EXHIBIT 2
SCOPE OF WORK (”SOW”)
(Including Assumptions, Clarifications and Exclusions)
ECM 1: LED Lighting Upgrades
Background
The City has numerous buildings with interior and exterior lighting fixtures that are operating with inefficient fluorescent and high intensity discharge lighting fixtures. Retrofit and replacement of these fixture components will create energy savings and ensure proper lighting system operation for the equipment’s next life cycle.
Scope Overview
This scope will retrofit or replace 6,073 light fixtures with LED components and install 316 occupancy sensors. This new equipment will ensure reliable operation, reduce energy usage, and provide improved lighting performance.
Scope of Work
A detailed lighting scope of Work for each building, by space, is provided in:
Exhibit 3 – Lighting Room by Room Descriptions
The locations included in the Scope of Work are listed below.
Table 1: List of Locations
Abel Maldonado Youth Center Los Flores Ranch
Blending Facility Maramonte Park
City Attorney/Code Compliance + Police
Department Media Center + Elwin Mussell
City Hall Minami Community Center
Edwards Community Center Parks & Rec. Equip. Storage
Fire Administration Complex Paul Nelson Aquatic Center
Fire Station #1 Police Department (NEW)
Fire Station #2 Public Works Operations
Fire Station #3 Recreation & Parks Office
Fire Station #3 (NEW) Ruffoni Building (Partial)
Fire Station #4 Safe Haven (Newlove Comm. Bldg)
Fire Station #5 Town Center Mall Parking Garage B (see
exhibit 6)
Hagerman Complex Transit Center
Landfill and Scalehouse Veterans Memorial Center
Library (New) +Library Parking Structure
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Training
PG&E’s Training Plan is intended to ensure that City personnel are provided the knowledge and procedures needed to successfully operate the installed systems and maintain the persistence of the ECM. Training will be conducted during Project Closeout to provide clarity on the goals and scope of work for each energy measure to equip City staff with the proper understanding in the use and maintenance of each measure. The following items will be covered during the training session:
Manufacturer data and cutsheets will be provided for supplied material. Operations procedures: overview of the measure scope, and how the measure works. Key parameters forming basis of savings, and variables to maintain and sustain savings.
Equipment covered under warranty, warranty procedures and provide an opportunity to operators to ask questions.
Project Meetings
1) A kickoff meeting will be conducted with the City to discuss the following:
a) Site-specific Safety Plan including provisions related to COVID-19 b) Project approach and schedule.
c) City’s expectations, needs and preferences as well as any issues or constraints. d) Site work protocols and procedures including safety, security, allowable work hours, vehicle parking, laydown/storage areas, and access to facility. 2) Weekly status updates, planning and coordination meetings with City in-person or via telephone conference call as appropriate.
Communications Plan
PG&E’s communication plan establishes a schedule for project meetings to ensure team members communicate with City stakeholders at prescribed intervals to consider technical design issues, discuss construction schedules and progress, quality, and safety concerns, develop mitigation strategies and schedules to address project risks, and monitor the progress of risk mitigation efforts. In addition to the kickoff meeting, our project management process includes weekly project meetings as detailed in the following table.
Communication/
Meeting Frequency Responsible Organization Required Attendees/ Distribution Purpose
Subcontractor Coordination
Meeting Daily Project Manager PM, subcontractor team
leads
Project schedule, work plan,
risks, issues, access, process
improvement, quality
assurance and safety review
Project Coordination Meeting Weekly Project Manager
Designated client
representative(s) from
affected department(s),
PM
Project schedule, access and
risks issues, process
improvement, quality
assurance and safety review
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Warranty
PG&E will be responsible for managing warranty activity for two years after Final Completion.
PG&E will deliver to the Owner, in PDF format, the manufacturer warranties for all equipment and components installed. At the completion of the Work, the Owner will manage warranty activity. In some instances, warranty periods on equipment may extend beyond the two-year period. An initial ECM warranty summary is provided below:
General Assumptions and Clarifications
The following assumptions and clarifications apply to the scope and costs in this proposal. 1) The City will provide a location for a construction trailer as well as storage trailers for materials.
2) Construction pricing assumes that no unreasonable or unusual environmental requirements are imposed by the governing bodies with jurisdiction over the wastewater treatment plant. 3) Hazardous Material Removal and Disposal, including but not limited to Asbestos and Lead Based Paint, will be handled directly by the City. The City will provide testing at all locations where construction activities will take place and where there is potential for hazardous material. In the event hazardous material is encountered, PG&E will immediately notify the City’s Representative and suspend work pending resolution. 4) Daily working hours will be 4:30p – 1a, Monday through Friday excluding weekends and holidays. Some work, such as equipment startup, may require alternate hours and days.
Contractor and City will mutually agree on access and security requirements to facilitate the Work.
5) No natural heritage issues exist on-site for our work. 6) PG&E reserves the right to modify pricing and / or schedule in the event of found conditions which differ materially from information provided by the City or what is reasonably anticipated given the nature of the work.
7) Unrestricted site access for personnel, equipment and materials is required. PG&E will coordinate scheduling of the work with the City’s Representative to ensure minimal impact. 8) Any change in proposed quantities or recommended retrofits/replacements will require a revision to the price and schedule.
9) Attic stock or material to be left onsite after the job has been completed is included and represents 2% of all lamps used, and 1% of retrofit kits.
Equipment Warranty Period Expected Service
Life
Reference for
Expected Life
LED T8 Lamps, Luminaires
and Retrofit Kits
CONTRACTOR
Two (2) year parts and site labor
Manufacturer
Five (5) year material only
50,000 -100,000
hours
Manufacturer’s
Specification Sheets
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10) The City is waiving plan check, Permits and associated fees. 11) City review time for lighting product submittals will not exceed ten working days.
Exclusions
1) For lighting work, we are excluding the following items:
a) Any work or repairs to existing systems or components that will be reused (electrical wiring and conduit) not identified in our scope of work b) Any change in layout or unforeseen electrical issues (quoted scope and price assumes one for one replacement only)
c) Electrical repairs, replacement, rework, or modifications beyond the initial fixture connection
d) T-bar ceiling replacement/repair work
e) Design drawings
f) Repairs to existing non-code compliant conditions.
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Exhibit 3
CSM Lighting Line-by-Line
(see attached)
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Exhibit 4
Estimated Project Schedule
PG&E will begin work immediately on the Work Order Effective Date. The estimated project schedule is shown in the chart below assuming Work Order Effective Date is approximately July 1, 2025. An updated project schedule will be provided in conjunction with the kickoff meeting.
Period Highlight: 1
MONTHS
Apr-25 May-25 Jun-25 Jul-25 Aug-25 Aug-25 Oct-25 Oct-25 Dec-25 Dec-25 Jan-26 Mar-26 Apr-26 May-26 Jun-26 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15
Installation Phase
Submittal Review and
Finalize Design
1 2 0%
Procurement and
Construction
3 10 0%
Training and Closeout 13 2 0%
First OBF Payment 15 1 0%
Select a period to highlight at right. A legend describing the charting follows.
ACTIVITY
PLAN
START
(month)
PLAN
DURATION
(months)
PERCENT
COMPLETE
Plan Duration
Actual (beyond plan)
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Exhibit 5
Schedule of Values
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Exhibit 6
Parking Structure Map
Parking Structure for
Lighting Project