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HomeMy WebLinkAbout2014 CON SDG&E - Policy Analysis for Children Implementation PACEAgreement: 5660040033 sze A *Sempra Energy utility° San Diego Gas & Electric Company Standard Services Agreement PROJECT: National City Emerging Cities - PACE Implementation MAIL ORIGINAL INVOICE TO CONTRACTOR: CITY OF NATIONAL CITY San Diego Gas & Electric Company 1243 NATIONAL CITY BLVD, NATIONAL CITY, CA, 91950- 4301, United States of America ACCOUNTS PAYABLE P .O. BOX 129007 San Diego, CA - 92112 This Standard Service Agreement ("Agreement") is made effective as of June 5, 2014 between San Diego Gas & Electric Company ("Company") and CITY OF NATIONAL CITY ("Contractor"). The Parties hereby agree as follows: 1. SCOPE Contractor shall perform, at its own proper cost and expense, in the most substantial and skillful manner, to the satisfaction of Company, the following generally described services ("Services"): Contractor shall develop a PACE (Policy Analysis for California Education) financing policy and bring one or more PACE options online in National City. This effort will focus on PACE efforts already in place in the region, as well as, statewide, a review of the risk and benefits to various programs. Tasks and Deliverables are more fully detailed in Schedule B — Scope of Work. 2. PROJECT LOCATION 8315 Century Park Ct., San Diego, CA 92123 Page 1 of 22 Agreement: 5660040033 3. AUTHORIZED REPRESENTATIVES Company designates the individual or individuals named below as Company Representatives for all matters relating to the performance of the Services. The actions taken by the Company Representatives shall be deemed acts of the Company. Company may at any time upon written notice to Contractor change the designated Company Representative. Company Representative: Joshua Brock Contractor designates the individual or individuals named below as Contractor Representative for all matters relating to the performance of Services. The actions taken by Contractor Representative shall be deemed acts of Contractor. Contractor Representative or designated superintendent shall be at the jobsite at all times during the Services. Contractor may at any time upon written notice to Company change the designated Contractor Representative. Contractor Representative: Raymond Pe 4. COMPENSATION Contractor shall be compensated for the Services at the rates set forth below in an amount Not -To - Exceed ("NTE") $45,000.00. Contractor shall notify Company in writing when the costs incurred under this Agreement based upon this Compensation Article equal ninety percent (90%) of $45,000.00. Company will not be required to pay Contractor for the Services more than the NTE price unless and until, at Company's sole option, Company elects in writing to increase the NTE price of the Agreement. Contractor hereby agrees to accept as full compensation for satisfactory performance of the Services the following labor rates and factors: Classification Hourly Rate or Price Reimbursable Expenses $0.00 Total NTE Price $45,000.00 5. COMMENCEMENT AND COMPLETION OF SERVICES This Agreement shall commence as of June 5, 2014 and shall be in full force and effect through December 31, 2014, unless terminated earlier or extended by Company in accordance with the terms of this Agreement. Contractor agrees to commence and perform the Services in accordance with the requests of Company Representative identified herein. The nature of the Services is such that timely performance is critical to the orderly progress of related work and to the operating schedule of Company. Page 2 of 22 Agreement: 5660040033 6. NON -ELECTRONIC INVOICING INSTRUCTIONS Contractor shall invoice Company in accordance with the Compensation Schedule. All invoices submitted shall reference the Standard Service Agreement Number 5660040033 and have complete support documentation of all charges incurred, including any data required to calculate fees or variable rate changes, plus support documentation for any authorized reimbursable expenses by category. 7. ELECTRONIC INVOICING INSTRUCTIONS (Preferred Method) All invoices submitted must reference Agreement number (5660040033) and the Invoice Contact (Joshua Brock) and have complete support documentation of all charges incurred, including any data required to calculate fees or variable rate changes, plus support documentation for any authorized reimbursable expenses by category. Contractor may submit invoices via e-mail to: SDG&E Accounts Payable: AP_Invoices_Sempra&SDG&E@semprautilities.com 8. EVALUATED RECEIPT SETTLEMENT (ERS) INSTRUCTIONS Contractor or Supplier shall, upon request of Company, be compensated via Evaluated Receipt Settlement (ERS). In an ERS transaction, invoicing by Contractor or Supplier shall not be required on certain orders. 9. PAYMENT Company shall make payment 2.0% 15 Days Net 45 Days after receipt and approval of an undisputed invoice to the following address or to the address on each Release, if applicable: 1243 NATIONAL CITY BLVD, NATIONAL CITY, CA, 91950-4301, United States of America 10. PAYMENT METHODS At no additional cost, Company shall make payment through check, credit card, or wire transfer protocol. 11. SAFETY NOTICE If applicable, Company shall complete and provide Contractor with SCHEDULE C - SEMPRA ENERGY UTILITIES SAFETY AND ENVIRONMENTAL NOTICE attached hereto. Contractor shall initial the Notice where required and comply with its terms. 12. COMPLETE AGREEMENT Page 3 of 22 Agreement: 5660040033 This Agreement, including all Schedules attached hereto and which are incorporated by reference, constitutes the complete and entire Agreement between the parties and supersedes any previous communications, representations or agreements, whether oral or written, with respect to the subject matter hereof. There are no additions to, or deletions from, or changes in, any of the provisions hereof, and no understandings, representations or agreements concerning any of the same, which are not expressed herein. THE PARTIES HEREBY AGREE THAT NO TRADE USAGE; PRIOR COURSE OF DEALING OR COURSE OF PERFORMANCE UNDER THIS AGREEMENT SHALL BE A PART OF THIS AGREEMENT OR SHALL BE USED IN THE INTERPRETATION OR CONSTRUCTION OF THIS AGREEMENT. The following Schedules are attached hereto and incorporated herein by this reference: SCHEDULE A - GENERAL TERMS AND CONDITIONS SCHEDULE B — SCOPE OF WORK SCHEDULE C - SAFETY AND ENVIRONMENTAL NOTICE FOR CONTRACTORS San iego Gas & Electric CITY OF NATIONAL CITY By: C an By: Name: Chris Kelly -Cochrane Name: Leslie Deese Title: Associate Contracting Agent Title: City Manager Page 4 of 22 Agreement: 5660040033 SCHEDULE A San Diego Gas & Electric Company GENERAL TERMS AND CONDITIONS 1. PARTIES. This Agreement is entered into between Company and Contractor. Contractor is the firm, person, corporation, or business entity performing the "Work" or "Services" specified in this Agreement 2, CONTRACT FORMATION. By this Agreement, Company offers to contract with Contractor solely upon the terms and conditions stated herein. Any additional or different terms and conditions proposed by Contractor prior to the execution of this Agreement are not agreed to, and hereby expressly rejected. Any additional or different tens and conditions proposed by Contractor after the date of this Agreement shall be of no force and effect unless expressly agreed to in writing by Company. Contractor accepts and shall be bound by the terms and conditions of this Agreement upon the earlier of (a) the date on which it executes and returns the acknowledgment copy or (b) when it commences performance. No other form of acceptance shall be binding on Company. 3. CHANGE ORDERS. Company may at any time, in writing, direct or authorize Contractor to make changes or modifications to the work within the general scope of this Agreement. If such changes or modifications necessitate (a) an increase, or (b) decrease in the amount due, or (c) the nature or quantity of the goods and services or (d) in the time required for performance, or (e) otherwise, such matters shall be agreed upon in writing prior to proceeding with the change. No payment shall be required from Company for any change or modification which is not authorized in writing. 4. INVOICING. If Contractor's invoice price does not match the Agreement price, Company shall pay Contractor the lesser of the amount payable under the Order or the Invoice. Contractor will be notified of the reason for the adjustment. When Contractor is considered to be a retailer, Contractor's invoices shall properly identify California sales or use tax as a sales or use tax, and separately state the amount of such tax and any freight, installation, technical service or other charge which is excludable from such tax. 5. PERFORMANCE. Contractor shall perform the Services in accordance with established professional business standards and ethics and in conformity with each and every term of this Agreement. Contractor shall remedy any and all deficiencies in its Services that result from Contractor's failure to adhere to the Scope of Work. 6. WARRANTIES. Contractor expressly represents and warrants that all the Services performed hereunder shall be in compliance with the performance standards, drawings, specifications and any other description of services set forth in the Scope of Work, and the terms and conditions of this Agreement Company may reject any Services furnished hereunder failing to meet such standards, and require Contractor to promptly repeat, correct or replace such defective Services, at NO charge to Company. or, at Company's election, Company may hire a third party to complete the Services at Contractor's expense. Contractor further warrants and agrees that none of the material to be furnished by Contractor and its subcontractors, if any, in the performance of the Scope of Work shall contain asbestos or asbestos - containing materials, unless feasible alternatives or commercially reasonable replacements do not exist or are not available. 7. INSPECTION. All Services performed by Contractor shall be subject to the inspection and approval of Company at all times, but such right of inspection of the Services shall not relieve Contractor of responsibility for the proper performance of the Services, nor shall such inspection waive Company's right to reject the Services at a later date. Contractor shall provide Company access to Contractor's facility or facilities where the Services are being performed and sufficient, safe and proper work conditions for such inspection. Contractor shall furnish Company such information concerning its operations and/or the performance of the Services as Company may request. 8. ADHERENCE TO COMPANY'S RULES. Contractor shall conduct its operations in strict observation ofaccess routes, entrance gates or doors, parking and temporary storage areas as designated by Company. Under no circumstances shall any of Contractor's personnel, vehicles or equipment enter, move or be stored upon any area not authorized in writing by Company. 9. COMPANY AND REGULATORY SECURITY PROCEDURES. Contractor shall abide by all Company Security procedures, Hiles and regulations and shall cooperate with Company Security personnel whenever on Company's property whether owned or leased. Contractor shall comply with and observe all applicable regulatory security procedures and requirements, including applicable Federal Energy Regulatory Commission Critical Infrastructure Protection Reliability Standards published :.at http://www. ferc.gov/whats-new/comm-meet/2009/101509/M-I.pdf and ftp:i/ftp,epue.ca.eov/eopher- data/enercv division'affrliate/D9808035.doc. 10. PROHIBITION ON NON-PUBLIC INFORMATION SHARING. Contractor understands that the California Public Utilities Commission ("CPUC") and the Federal Energy Regulatory Commission ( FERC") have issued certain Affiliate Rules, including, without limitation, CPUC Decision ("D") 06-12-029; FERC Order 697 (18 C.F.R. Section 35.39(g)); and FERC Order No. 2004. Contractor and its permitted subcontractors may be in receipt of or have access to non-public information which is subject to the foregoing rules. In accordance with those rules, Contractor understands and agrees, and shall cause its permitted subcontractors to understand and agree not to disclose or allow access to: (1) any non-public information of San Diego Gas & Electric Company and/or Southern California Gas Company with any entity affiliated with such utilities by virtue of substantial, even if not majority, direct or indirect ownership other than the ultimate parent company of both such entities, Sempra Energy (each, a "Sempra Subsidiary"); (2) any non-public electric or gas marketing, procurement or transmission -related information of any Sempra Subsidiary with any other Sempra Subsidiary; (3) any nun -public transmission -related information of any Sempra Subsidiary's transmission operations with persons participating in the performance of the same Sempra Subsidiary's or any other Sempra Subsidiary's electric and/or gas procurement, marketing or other merchant functions; or (4) any gas procurement, marketing or merchant information associated with Southern California Gas Company's merchant function with persons participating in the performance of Southern California Gas Company's and/or San Diego Gas & Electric Company's gas operations function. 10.1. 'Training, Contractor and permitted subcontractors understand and agree that they may be required to complete training regarding the foregoing at the Company's sole discretion. 1 1. INDEPENDENT CONTRACTOR. 11.1. It is agreed that Contractor is an independent business separate from Company and shall perform the Services under this Agreement as an independent contractor, and no principal -agent or employer -employee relationship or joint -venture partnership shall be created with Company. Contractor represents to Company that Contractor and its subcontractors, agents, and employees are properly licensed, fully experienced and qualified (including having all necessary authorizations) to perform the class and type of Services as specified in this Agreement, in addition to being properly insured, equipped, organized, staffed, and financed to handle such Services. Contractor acknowledges that it is responsible for its debts and obligations. Subject to Section 38, Contractor acknowledges that it is free to contract with others for similar services. Contractor shall provide and maintain its own business premises, equipment, and supplies at its sole expense. Subject to and without limiting Contractor's obligation to perform as required under this Agreement; Contractor understands and agrees that Company has no authority to direct or control Contractor, its subcontractors, suppliers, agents, or employees. Contractor shall perform the Services in an orderly and professional manner in accordance with industry standards. Contractor shall not employ for the Services any personnel or subcontractor unskilled in the work assigned. Contractor shall use prudent business practices in its relationships with subcontractors, suppliers, agents, and employees. Contractor shall not hold itself or its employees out as employees or agents of Company. 11.2. Prior to commencing Services and upon request of Company, Contractor will provide a list of employees and subcontractor's employees who will directly execute Services under this Agreement. The employee list will disclose any individuals who are former employees of Company or of any affiliate, parent or subsidiary of Company. Company has the right to disapprove the use of one or more of Contractor's or subcontractor's employees who will be executing the Services, and upon such notice of disapproval, Contractor shall immediately cease the use of such individual(s) in executing the Services. 12. OWNERSHIP OF INTELLECTUAL PROPERTY. 12.1. Any idea, invention, work of authorship, drawing, design, formula, algorithm, utility, tool, pattern, compilation, program, device, method, technique, process, improvement, enhancement, modification, development or discovery, whether or not patentable, or copyrightabte, or entitled to legal protection as a trade secret or otherwise, that Contractor or any subcontractor may conceive, make, develop, create, reduce to practice, or work on, in whole or in part, in the course of Page 5 of 22 Agreement: 5660040033 performing the Services (hereinafter, collectively, "Invention") shall be owned by Company and shall be delivered to Company upon completion of the Services. Contractor agrees that any copyrightable Invention, including without limitation, Contractor's preliminary formulations and other work on which the copyrightable Invention is based on or derived from, shall constitute a "work made for hire". Contractor hereby assigns and grants to Company, and shall cause its subcontractors to assign to Company, without royalty or any further consideration, Contractor's and any subcontractor's entire right, title and interest in and to any such Inventions, including any work made for hire. At Company's request, Contractor shall execute, or cause its subcontractors to execute, an assignment or other document confirming such transfer upon the completion of any work made for hire. 12.2. Contractor hereby grants to Company, and shall promptly either cause its subcontractors to grant to Company or shall promptly sublicense to Company, an irrevocable, assignable, nonexclusive royalty -free unrestricted license to use, copy, distribute and make derivatives of any proprietary rights or specialized knowledge of Contractor or any subcontractor that are part of any "Work Product" (defined below) furnished to Company under this Agreement. 12.3. If requested by Company, Contractor agrees to take all actions necessary, at Company's sole cost and expense, to obtain, maintain or enforce patents, copyrights, trade secrets and other proprietary rights in connection with any Invention, and Contractor agrees that its obligations under this Article shall survive termination or expiration of this Agreement. 12.4. Any and all material and tangibly expressed information prepared, accumulated or developed by Contractor, any subcontractor or their respective employees or representatives, including, without limitation, documents, drawings, designs, calculations, maps, plans, workplans, text, filings, estimates, manifests, certificates, books, specifications, sketches, notes, reports, summaries, analyses, data models and samples, including summaries, extracts, analyses and preliminary or draft materials developed in connection therewith (hereinafter, collectively "Work Product"), shall become the sole property of Company without any further consideration to be provided therefore when (i) prepared or in process, in connection with the Services and (ii) whether or not delivered by Contractor. Contractor shall deliver the Work Product, or any portion thereof, to the Company on request, together with any other requested materials and/or equipment furnished to Contractor by Company hereunder, and, in any event, upon termination or expiration of this Agreement. 13. Reserved. 14. INSURANCE. GENERAL REQUIREMENTS. Insurance requirements are set forth as follows, but shall not in any way limit the amount or scope of liability of Contractor under this Agreement. This Article constitutes the minimum insurance and requirements relating thereto. 14.1. EFFECTIVENESS, CERTIFICATES, NOTICE OF CANCELLATION. On or before the effective date of this Agreement, and thereafter during its term, Contractor shall provide Company with original, current certificates of insurance, and renewal certificates of insurance thereafter, executed by a duly authorized representative of each insurer, or by (he insurance agent or broker authorized to do so, as evidence of all insurance policies required under this Article. Contractor shall not commence Services until Contractor has obtained all insurance required by this Article and has provided acceptable certificates of insurance. No insurance policy may be canceled, materially revised, or subject to non -renewal without at least thirty (30) calendar days prior written notice being given to Company, ten (10) days for non-payment of premium. Contractor shall provide Company with renewal certificates of insurance or binders within five (5) business days prior to or after such expiration. Insurance shall be maintained without lapse in coverage during the term of this Agreement. Company shall also be given certified copies of Contractor's policies of insurance, upon request. 14.2. AS CONTRIBUTION FROM COMPANY. 'Ile required policies, and any of Contractor's policies providing coverage excess of the required policies, shall provide that the coverage is primary for all purposes and Contractor shall not seek any contribution from any insurance or self-insurance maintained by Company. 14.3. RATING. All required policies of insurance shall be written by companies having an A. M. Best rating of "A-, VII" or better, or equivalent. 14.4. DEDUCTIBLE. Contractor shall be solely responsible for any deductible or self -insured retention on insurance required hereunder. 14.5. Types of insurance required to be provided by Contractor: 14.5.1. Commercial General Liability Contractor shall carry and maintain an "occurrence" form commercial general liability policy or policies, insuring against liability arising from bodily injury, death, property damage, personal and advertising injury, products/completed operations liability, contractual liability covering all operations of Contractor for Services and/or Work performed under this Agreement. There shall be no explosion, collapse or underground exclusion. Such coverage shall be in an amount of not less than $1,000,000.00 per occurrence. If the policy maintains a policy aggregate, such aggregate shall not be less than $2,000,000,00. 14.5.1.1. Additional Insured San Diego Gas & Electric Company and its parent company, and its subsidiaries, affiliates and their respective officers, directors, employees, agents, representatives, successors and assigns shall be named as an additional insured for the Commercial General Liability insurance Policy. 14.5.1.2. Waiver of Subrogation Each policy of insurance maintained by Contractor for Commercial General Liability shall contain a waiver of subrogation in favor of San Diego Gas & Electric Company. 14.5.2. Commercial Automobile Liability Contractor shall maintain an automobile liability policy or policies insuring against liability for damages because of bodily injury, death, or damage to property, (including loss of use thereof), and occurring in any way related to the use by or on behalf of Contractor, in pursuit of the Work and/or Services, including loading or unloading of any of Contractor's automobiles (=luding owned, non -owned, leased, rented and/or hired vehicles). Such coverage shall be in an amount of not less than $1,000,000.00 combined single limit 14.5.3. Workers Compensation Liability In accordance with the laws of the State(s) in which the Services and/or Work shall beperformed, Contractor shall maintain in force workers compensation insurance for all of its employees. If applicable, Contractor shall obtain U.S. Longshoremen's and Harbor Workers compensation insurance, separately, or as an endorsement to workers compensation insurance. Contractor shall also maintain Employer's Liability coverage in an amount of not less than $1,000,000.00 per accident and per employee for disease. In lieu of such insurance, Contractor may maintain a self- insurance program meeting the requirements of the State(s) in which the Services and/or Work shall be performed along with the required Employers' Liability insurance. 14.5.3.1. Waiver of Subrogation Each policy of insurance maintained by Contractor for Workers Compensation Liability shall contain a waiver of subrogation in favor of San Diego Gas & Electric Company. 14.6. Contractor's Subcontractors. In accordance with the Article of this Agreement entitled "SUBCONTRACTORS", Contractor shall accept total responsibility to require all other persons, firms and corporations engaged or employed by Contractor in connection with the performance of the Scope of Work to carry and maintain coverage with limits not less than those required in this Article. Contractor shall incorporate insurance requirement by reference within any contract executed by Contractor and its subcontractors, sub -subcontractors, suppliers, and agents shall cause each subcontractor, sub -subcontractor, supplier, and agent to comply with the terms of this Agreement. Contractor will obtain and verify accuracy in their entirety of certificates of insurance evidencing required coverage prior to permitting its subcontractors, sub -subcontractors, suppliers, and agents from performing work or services on the property of Company. Contractor will furnish original certificates of insurance with additional insured endorsements from all of its subcontractors, sub -subcontractors, suppliers, and agents as evidence thereof as Company may reasonably request. 14.7. Reports. Contractor shall immediately report to Company, and promptly thereafter confirm in writing, the occurrence of any injury, loss or damage incurred by Contractor or its consultants, subcontractors, sub -subcontractors, suppliers, agents or Contractor's receipt of notice or knowledge of any claim by a third party of any occurrence that might give rise to such a claim over $100,000. Upon completion of Contractor's Services, Contractor shall submit to Company a written summary of all such injuries, losses, damage, notices or third party claims and occurrences that might give rise to such claims. Nil reports are required. 15. SUPPLIER DIVERSITY. It is the policy of Company to provide maximum opportunity for women; minority and service disabled veteran business enterprises, hereinafter referred to as DBE (Diverse Business Enterprises), to participate in the performance of contracts. Company expects as satisfactory performance to this Agreement, Contractor to utilize DBE subcontractors and suppliers and to use good faith efforts to set and attain goals in parity with Company goals when contracting for work with Company. Contractor shall submit on a timely basis any documentation required by Company to report Contractor's DBE expenditures in connection with this Agreement. Page 6 of 22 Agreement: 5660040033 16. ASSIGNMENT. Contractor shall give personal attention to the execution of the Services herein provided for, and shall not permit this Agreement to be assigned voluntarily, involuntarily or by operation of law; nor employ any subcontractor for the execution of the same or any part thereof, without the express prior written authorization of Company. No such written authorization, however, shall be construed as discharging or releasing Contractor in any way from the performance of the Services or the fulfillment of any obligation specified in this Agreement. Contractor shall remain jointly and severally liable with any permitted assignee for any failure to comply fully with all applicable obligations hereunder this Agreement Company may assign in whole or in part its rights and obligations under this Agreement at any time without the consent of Contractor. 17. TIME. Time is expressly agreed to be of the essence in any performance related to this Agreement and each, every and all of the terms, conditions and provisions herein. 18. GOVERNING LAW. The formation, interpretation, performance and enforcement of this Agreement shall be governed by and enforced under the laws of the State of California, without reference to principles of conflicts of laws. 19. COMPLIANCE WITH LAWS. Contractor and its subcontractors at all times during performance of the Services shall comply with and observe, all applicable federal, state, regional, municipal and local laws, ordinances, rules, codes, regulations, executive orders, applicable employment, safety and environmental orders and any applicable orders or decrees of administrative agencies, courts or other legally constituted authorities having jurisdiction or authority over Contractor, Company or the Services furnished under this Agreement, as in effect from time to time, including, but not limited to, the Immigration Reform and Control Act of 1986 and the Foreign Corrupt Practices Act of 1977, both as amended respectively. 20. TERMINATION. It is also expressly agreed that Company shall have the right to terminate this Agreement, or any part thereof, at any time for its sole convenience upon two (2) business days written notice to Contractor. Contractor shall fully justify and document to Company in writing any termination charges claimed by Contractor (which shall not exceed 110% of the reasonable and actual cost already incurred of direct labor, materials and overhead). In no event shall Contractor be entitled to payment for any Services which bas not been authorized by Company, or is not yet performed, or any anticipated profits for any Services that have not been authorized or performed. Any payment of termination charges shall occur within thirty (30) days of receipt of Contractor's written submittal of charges and justification to Company's satisfaction. Cmnpany shall have the right to review and verify by independent audit, any termination charges claimed by Contractor prior to payment. 21. Reserved 22. RETENTION. Company shall have the right to withhold a retention from payments due Contractor. The amount of the retention shall be paid within 45 days after completion as defined by California Civil Code Section 3260. Provided, however, the Company may require Contractor to provide conditional or unconditional lien releases, as a condition to withhold the retention and such additional amounts due Contractor as necessary until such liens have been satisfied by Contractor. In addition, Company may use the retention to satisfy directly the claim of any lienor. 23. AUDIT. Company reserves the right to designate its own employee representative(s) or its contracted representative(s) with a certified public accounting Linn, who shall have the right to audit and to examine any cost, payment, settlement or other supporting documentation resulting from any Services performed under this Agreement. Any such audit or examination may be undertaken by Company or its contracted representative at reasonable times during normal business hours and in conformance with generally accepted auditing standards. Contractor agrees to fully cooperate with any such audit(s). 23.1. Contractor shall include a similar clause in its arrangements with its subcontractors reserving the right to designate Contractor's own employee representative(s), its contracted representative(s) from a certified public accounting firm, and/or representative(s) from Company, who shall have the right to audit and to examine any cost, payment, settlement or other supporting documentation resulting from any item related to the Services. 23.2. Contractor shall be notified in writing of any exception taken as a result of an audit of Contractor or a subcontractor. Contractor shall refund the amount of any exception to Company within ten (10) days. If Contractor fails to make such payment, Contractor shall pay interest on any unpaid portion of such payment, accruing monthly, at a rate equal to the lesser of ten percent (10%) per annum or the maximum lawful rate. Interest shall be computed from the date of written notification of exception(s) to the date Contractor reimburses Company in full for any exception(s). In the event an audit in accordance with this Article discloses an overcharge of five percent (5%) or greater, then Contractor shall reimburse Company for the cost for the performance of such audit. 23.3. Company's right to audit shall extend for a period of five (5) years following the date of final payment under this Agreement Contractor and each subcontractor shall retain all necessary records and documentation for the entire length of this audit period. 24. TAXES. Contractor assumes exclusive liability for and shall pay before delinquency, all federal, state, regional, municipal or local sales, use, excise and other taxes, charges or contributions imposed on, or with respect to, or measured by the equipment, materials. supplies or labor furnished hereunder, or the wages, salaries or other remunerations paid to individuals employed in connection with, the performance of the Services. 24.1. Without limiting the generality of this Article, Contractor agrees to treat all individuals performing the Services under this Agreement as employees of Contractor for purposes of federal and state income taxes, Social Security and Medicare taxes, unemployment and disability insurance premiums. No exceptions shall be permitted under this Article without a written Amendment to this Agreement prior to any individual performing any required Services under this Agreement. Contractor agrees that, at any time during the performance of this Agreement, Company shall have the right to audit Contractor's compliance with this provision in accordance with the Article entitled "AUDIT". 24.2. To the extent any portion of the Services are performed in the State of California, either (a) Contractor represents that Contractor is a California resident and shall provide Company with an original and a copy of Form 590, Certificate of Residence, in accordance with California Revenue and Taxation Code Section 18662 and regulations thereunder; or (b) seven percent (7%) of all compensation payable to Contractor for Services performed in California shall be withheld in accordance with applicable California Franchise Tax Board ("F1'B") or successor regulations, unless Company bas been notified in writing by FTB that withholding is waived or a lower rate or withholding is authorized. 24.3. Contractor and Company shall make commercially reasonable efforts to cooperate with each other to minimize the tax liability of both parties to the extent legally permissible (and with no duty to increase either parties tax liability), including separately stating taxable charges on Contractor's invoices and supplying resale and exemption certificates, if applicable, and any other information as reasonably requested. 24.4. Notwithstanding anything to the contrary set forth herein or in any other written or oral understanding or agreement to which the Parties are parties or by which they are bound, the Parties acknowledge and agree that: (i) any obligations of confidentiality contained herein and therein do not apply and have not applied from the commencement of discussions between the Parties to the tax treatment and tax structure of any transaction related to the Services or any other transactions or arrangements; and (ii) each Party (and each of its employees, representatives, or other agents) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of any transaction and all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment and tax structure, all within the meaning of Treasury Regulations Section 1.6011-4; provided, however, that the foregoing is not intended to affect any privileges that each Party is entitled, in its sole discretion, to maintain, including with respect to any confidential communications with its attorney or any confidential communications with a federally authorized tax practitioner under Section 7525 of the Internal Revenue Code. 25. VALIDITY. The invalidity, in whole or in pan, of any provisions hereof shall not affect the validity of any other provisions hereof. 26. DISPUTES. .Any dispute that cannot be resolved between Contractor Representative and Company Representative shall be referred to Company Director — Supply Management and an officer of Contractor for resolution. If Company and Contractor cannot reach an agreement within a reasonable period of time, Company and Contractor shall have the right to pursue litigation as provided for herein, In no event shall the litigation of any controversy or the settlement thereof delay the perfonnance of this Agreement. 26.1. In the event of any litigation to enforce or interpret any terms of this Agreement, unless the parties agree in writing otherwise, such action shall be brought in a Superior Court of the State of California located in the County of San Diego (or, if the federal courts have exclusive jurisdiction over the subject matter of the dispute, in either the U.S. District Court for the Southern District of California), and the parties hereby submit to the exclusive jurisdiction of said courts. 26.2. In any action in litigation to enforce or interpret any of the tens of this Agreement, the prevailing party shall be entitled to recover from the unsuccessful party all costs, expenses, (including expert testimony) and reasonable attorneys fees (including fees and disbursements of in-house and outside counsel) incurred therein by the prevailing party. 27. RESERVED 28. ENVIRONMENTAL TERMS 28.1. Definitions For purposes of this Agreement, the following terms shall have the following meanings: 28.1.1. "Hazardous Materials" means any chemical, substance, material, controlled substance, object, product, by-product, residual, condition, solid, gas or waste or combination thereof which is hazardous to human health or safety or the environment due to its ignitability, corrosivity, reactivity, toxicity, Page 7 of 22 Agreement: 5660040033 or other harmful or potentially harmful properties or affects. Hazardous Materials include, without limitation, any flammable explosives, radioactive materials, hazardous wastes, toxic substances or related materials, and substances defined as "hazardous substances," "hazardous material," "hazardous wastes," or `toxic substances" in, under or pursuant to any Environmental Law (as that tern is defined below). "Hazardous Materials" shall also include oil or petroleum and petroleum products, asbestos, and any asbestos containing materials, radon, polychlorinated biphenyls (PCBs), urea fonnaldehyde insulation, lead paints and coatings, and all of those chemicals, substances, materials, controlled substances, objects, conditions and waste or combinations thereof which now are, or become in the future, listed, defined or regulated in any manner by any Environmental Law (as that term is defined below). For purposes of this Agreement, the terms "encumbrance" and "encroachment" shall not be deemed to include the presence of any Hazardous Material contamination on, in or under the Property or its underlying groundwater, 28.1.2. "Environmental Law" means applicable federal, state, regional, county or local law, regulation, decision of the courts, ordinance, rule, code, order, directive, guideline, permit, or permit conditions which, now or in the future, relate in any way to worker or workplace safety, environmental conditions, environmental quality or policy, or health and safety issues or concerns (including product safety). Environmental Law includes, without limitation, the Comprehensive Enviromnental Response, Compensation and Liability Act of 1980, (42 USC, §§9601 et seq.), the Resource Conservation and Recovery Act (42 USC, §§6901 et seq.), the Federal Water Pollution Control Act (33 USC §§ 1251 et seq.), the Safe Drinking Water Act (42 USC §§300 et seq.), the hazardous Materials Transportation Act (49 USC §§ 1801 et seq.), the Carpenter -Presley -Tanner Hazardous Substance Account Act (California Health and Safety Code, §§25300 et seq.), the Toxic Substance Control Act (15 USC §§2601, et seq.), the California Hazardous Waste Control Law (California Health & Safety Code, §§25100 et seq.), the Occupational Safety and Health Act (29 USC §§651 et seq.), the Safe Drinking Water and Toxic Enforcement Act (California Health & Safety Code §§25249.5, et seq.), the California Occupational Safety and Health Act (California Labor Code §§6300 et seq.), the Porter -Cologne Water Quality Control Act (California Water Code §§ 13000 et seq.), and applicable regulations or rules promulgated thereunder. 28.1.3. "Governmental Agency" shall mean any federal, state regional, municipal or local governmental agency or other public or political body having the jurisdiction, mandate, authority or power to regulate, implement, coordinate, administer or enforce any Environmental Law. 28.2. Materials and Licenses. Contractor agrees that all materials and equipment to be supplied or used by Contractor, its subcontractors, if any, in the performance of its obligations under this Agreement, including, but not limited to vehicles, loading equipment, and containers, shall be in good condition and fit for the use(s) for which they are employed by Contractor or its subcontractor, if any. Contractor further agrees that none of the materials to be supplied or used by Contractor and its subcontractors, if any, in the performance of its obligations under this Agreement shall contain asbestos or asbestos -containing materials, unless feasible alternatives or commercially reasonable replacements do not exist or are not available. The materials, equipment and Services shall comply with all applicable Environmental Laws as of its delivery and installation and Contractor shall conply with applicable provisions of Environmental Laws, including, but not limited to, providing any Proposition 65 warnings and Material Safety Data Sheets. All materials and equipment used in the Services (including any warranty re -installation) shall at all times be maintained, inspected and operated as required by applicable Environmental Law. Contractor further agrees that all licenses, permits, registrations and certificates or other approvals required by any Environmental Law or Governmental Agency shall be procured and maintained for such materials and equipment at all tunes during the use of the same by Contractor or its subcontractors, if any, in the performance of any of Contractor's obligations under this Agreement. 28.3. Duty to Comply with Laws. Contractor specifically agrees that in the perfonnance of its obligations under this Agreement, Contractor shall at all times fully comply with and cause each of its subcontractors, if any, to fully comply with all applicable Environmental Laws. Contractor further agrees that Contractor shall have and cause its subcontractors, if any, to have and keep in effect all licenses, permits, registrations, certificates, training, and approvals required by any Environmental Law or by any Governmental Agency for the Services undertaken by Contractor or its subcontractors, if any, in the performance of Contractor's obligations under this Agreement. 28.4. Reserved 28.5. Release. In the event of any unauthorized release of a Hazardous Material, Contractor shall perform the following actions: (I) Take all reasonable steps necessary to stop and contain said release; (2) Make any report of such release as required under Environmental Law; (3) Clean up such release as required by the applicable Governmental Agency. 28.6. Notification. Contractor shall immediately notify Company Representative of the following upon the occurrence of any unauthorized release of Hazardous Material in connection with the Services: (1) A description of the release; (2) The identification of the Hazardous Material and the volume released; (3) Death of any person; (4) Property damage; (5) Any communication from any Governmental Agency that alleges that Contractor is not acting in compliance with Environmental Law. (6) Any communication from any Governmental Agency that affects any of Company's contractor's, or any subcontractor's permits or licenses. 28.7. Reports. Contractor shall submit within 36 hours of the unauthorized release to Company Representative a written report, in a format required by Company describing in detail any event of any unauthorized release of a Hazardous Material which shall include the following information: (l) Name and address of Contractor and any subcontractor(s) involved. (2) Name and address of Contractor's commercial and environmental liability insurance carrier. (3) Name and address of any injured or deceased persons, if applicable. (4) Name and address of any property damage, if applicable. (5) A detailed description of the release including the identification of the hazardous Material, the date and time of the release, the volume released, and the nature of the any environmental contamination. (6) A determination of whether any of Company's personnel, equipment, tools or materials were involved. (7) A detailed description of all reports made to any Governmental Agency, and a description of the actions taken to respond to the release. 28.8. No Transportation of Company's Hazardous Material. Contractor shall NOT (a) transport any Hazardous Material that Company generated for purposes of treatment, storage, recycling and/or disposal; or (b) conduct any treatment, storage, recycling and/or disposal of any Company generated Hazardous Material unless specifically authorized by Company to perform such activities in writing. If Contractor is authorized by Company to perform such activities then the following terms and conditions shall apply: 28.8.1. Authorized Treatment Facility. Contractor shall not transport any Company generated Hazardous Material to any treatment, storage, recycling and/or disposal facility (hereinafter called "TSDF") not authorized by Company in writing. Prior to transporting Company generated Hazardous Material in each case, Contractor shall confirm that the TSDF has procured and maintained in effect al] licenses, permits, registrations, certificates or other authorizations required by any Environmental Law or Governmental Agency to lawfully receive, handle, transport, store, treat, recycle, incinerate, dispose of, or otherwise manage or use such Hazardous Material. Contractor shall not transport any Company generated Hazardous Material to any TSDF which is unable or fails to provide such confirmation and Contractor shall immediately notify Company. Company reserves the right at any lime, in Company's sole discretion, to cancel its authorization of any TSDF by written notice to Contractor. 28.8.2. Hazardous Waste Manifest. Company shall, when required by Environmental Law, pmvide Contractor with a complete and executed Hazardous Waste Manifest or other shipping documentation for Company generated Hazardous Material to be transported for treatment, storage, recycling and/or disposal. Contractor's transportation, recycling, treatment, storage, and/or disposal of any such Hazardous Material in accordance with this Agreement shall be documented by Contractor utilizing, among other things, the Hazardous Waste Manifest tracking system or other records as required by Environmental Law, copies of which shall be provided to Company within ten (10) days of shipment. 28.8.3. No Asbestos or Asbestos -Containing Materials (ACM). Contractor shall not supply, sell, deliver or furnish to Company any Products or Goods, pursuant to this Agreement, that contain asbestos or ACM in any concentration or amount whatsoever, unless otherwise consented to in writing by Company, on the basis that no feasible replacement Products or Goods (that do not contain asbestos or ACM) are available. 29. IIAZARDOUS MATERIALS Page 8 of 22 Agreement: 5660040033 29.1. Hazardous Materials and Toxic Chemicals. Contractor shall provide the following to Company for each material which Contractor furnishes under this Agreement: (a) a completed Material Safety Data Sheet (MSDS) for each material which contains a hazardous material as defined above; and (b) a written statement for each material that is a Mixture or Trade Name Product which contains a Toxic Chemical subject to the reporting requirements of Section 313 or EPCRA (40 CFR Section 372 et seq.) including: (1) the name and associated CAS (Chemical Abstract Services Registry) number of the Toxic Chemical; (2) the specific concentration at which each such Toxic Chemical is present in each such Mixture or Trade Name Product; and (3) the weight of each such Toxic Chemical in each such Mixture or Trade Name Product. Contractor shall indemnify, defend and hold Indemnitees harmless from and against any and all claims, actions, suits, proceedings, losses, liabilities, penalties, fines, damages, administrative actions, judgments, costs or expenses including expert witness, consulting and attorneys' fees (including fees and disbursements of in-house and outside counsel) that Company suffers as a result of Contractor's failure to comply with these requirements. 29.2. Proposition 65. If any part (Lille Services would require that a warning pursuant to Proposition 65 (Califomia Health & Safety Code sections 25249.5, et seq.), be provided to exposed individuals, then Contractor shall provide such warning to those individuals, including but not limited to members of the public, Company's employees, Contractor's employees, and any subcontractor's employees. 30. USE OF COMPANY EOUIPMENT In the event Company loans Contractor any equipment for use under this Agreement, title to said property shall remain in Company. Notwithstanding the foregoing, Contractor shall be responsible for loss, damage, destruction, theft, maintenance, and repair of said property while in the possession of Contractor. Prior to use, Contractor shall have inspected said property and have satisfied Contractor that the property is in good repair and working condition. Contractor shall only allow qualified personnel to operate said equipment. Contractor shall surrender possession of said equipment upon demand by Company. 31. REMEDIES. Contractor agrees that in (a) Contractor abandons the Services, or (b) Contractor shall become bankrupt or insolvent, or shall assign this Agreement, or sublet any part thereof, without the express prior written authorization of Company, or (c) Contractor, in the sole opinion of Company Representative, violates any of the provisions of this Agreement, or (d) Contractor executes this Agreement in bad faith, or (e) Contractor, in the sole opinion of the Company Representative is not performing the Services in accordance with the terms of this Agreement, Cmnpany may notify Contractor, to discontinue all or any part of the Services and Contractor shall thereupon discontinue the Services or such parts thereof. Company shall thereupon have the right to continue and complete the Services or any part thereof, by contract or otherwise, and Contractor shall be liable to Company for any and all loss, penalties, fines, excess cost and consequential, special, incidental and indirect damages incurred by Company in completing the Services caused by Contractor's failure to execute the requirements of this Agreement. The remedies herein shall be inclusive and additional to any other rights or remedies in law or equity, and no action by Company shall constitute a waiver of any such other rights or remedies. If it is determined for any reason by a tribunal of competent jurisdiction that Contractor was not in default, the parties rights and obligations shall be the same as if notice of tennination had been issued pursuant to the Article entitled "TERMJNATION." 32. OFFSET. Company may upon written notice to Contractor, setoff any amount due from Contractor, whether or not under this Agreement, against any amount due Contractor or claimed to be duc by Contractor under this Agreement. In addition, Company may withhold from Contractor any amount sufficient to reimburse Company for any loss, damage, expense or liability for Contractor's actual, alleged or reasonably probable failure, based on factual evidence, to comply with the terms and conditions of this Agreement. 33. SURVIVAL. The obligations imposed on Contractor pursuant to each Article of this Agreement, which by its terms contains subject matter which relates to time periods subsequent to the tern of this Agreement, including without limitation the following Articles, Warranty, Indemnity, Disputes, Confidentiality, and this Survival provision, shall survive completion of the Services or termination of the Agreement. 34. EOUAL OPPORTUNITY. COMPANY is an equal opportunity employer and federal contractor or subcontractor. Consequently, the parties agree that, as applicable, they will abide by the requirements of 41 CFR 60-1.4(a), 41 CFR 60-300.5(a) and 41 CFR 60-741.5(a) and that these laws are incorporated herein by reference. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, or national origin. These regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. The parties also agree that, as applicable, they will abide by the requirements of Executive Order 13496 (29 CFR Part 471, Appendix A to Subpart A), relating to the notice of employee rights under federal labor laws. 35. NO PUBLICITY, Contractor shall not, without Company's prior written consent, engage in advertising, promotion or publicity related to this Agreement. or make public use of any Company identification in any circumstances related to this Agreement or otherwise. "Identification" means any corporate name, trade name, trademark, service mark, insignia, symbol, logo or any other product, service or organization designation, or any specification or drawing owned by Company or its affiliates or any representation thereof. 36. EXCUSABLE DELAYS. Contractor shall notify Company in writing immediately of any delay`6r anticipated delay in Contractor's performance of this Agreement due to causes or circumstances beyond the reasonable control of Contractor. Notice shall include the reason for and anticipated length of the delay. Company may determine, in its sole judgment, to extend the date of performance for a period equal to the time lost by reason of the delay. Contractor shall not be eligible under any circumstances for additional compensation due to any such extension of time. Any extension of time pursuant to this Article shall be documented by a written amendment to this Agreement signed by both Parties. Examples of such possibly excusable delays are natural calamities, strikes and boycotts, war or civil unrest or governmental actions and other events that are commonly deemed Force Majeure. None of the foregoing, however, shall require Company to grant any extension of time for completing the Services. 37. REPORTS. Contractor shall provide periodic status reports as requested by Company Representative. The status reports shall make periodic comparisons of the Services rendered to date against the Scope of Work including, any milestones and costs. Such reports shall include an explanation of any significant variations, an identification of any potential or known developments that may impact Company or the Services and any corrective actions implemented. 38. SUBCONTRACTORS. Contractor must obtain Company's written consent prior to retaining subcontractor(s) to perform any of the Services. If Company authorizes Contractor to utilize any subcontractors under this Agreement, Contractor shall at all times be responsible for the acts and omissions of subcontractors and agents employed directly or indirectly by Contractor. Contractor shall be responsible for performance of all the Services, whether performed by Contractor or its subcontractors or agents. This Agreement shall not give rise to any contractual relationship between Company and any subcontractor or agent of Contractor. Company shall not undertake any obligation to pay or to be responsible for the payment of any sums to any subcontractor or agent of Contractor. Upon request of Company, Contractor shall furnish to Company copies of any executed subcontracts entered into between Contractor and any subcontractor or agent. 39. SUSPENSION OF SERVICES. Company may, at any time, by written notice, require Contractor to stop all, or any portion, of the Services for a period of up to ninety (90) days ("Suspension Period") and any further period to which the Parties agree. Upon receipt of notice, Contractor shall immediately cease performance under this Agreement for the entire Suspension Period. Prior to the expiration of the Suspension Period, Company shall either: (a) cancel the Suspension Period; (b) pennit the Suspension Period to expire whereupon Contractor shall resume its performance of the Services; or (c) terminate this Agreement pursuant to the provisions of the Article entitled "TERMINATION'. If the suspension is canceled or permitted to expire, Contractor shall be granted a corresponding adjustment to all time periods and completion dates. Company shall not be liable for any payments to Contractor for expenses incurred during the Suspension Period. 40. NO WAIVER. The failure of Company to insist upon or enforce, in any instance, strict performance by Contractor of any of the terns or conditions of this Agreement, or to exercise any rights herein conferred shall not be construed as a waiver or relinquishment to any extent of its right to assert, or rely upon any such terms or rights on any future occasion. No waiver shall be valid unless stated in a written notice issued pursuant to this Agreement. 41. INCORPORATION OF FAR AND DFARS CLAUSES. 'To the extent included in any attachments, exhibits or schedules to this Agreement, the Federal Acquisition Regulation (FAR) clauses and Defense Federal Acquisition Regulation Supplement (DEARS) clauses so included are incorporated herein by reference, with the same force and effect as if they were given in full text, to the extent they are applicable, including any notes following the clause citation, to this Agreement. If the date or substance of any of the clauses listed below is different from the date or substance of the clause actually incorporated into the Prime Contract referenced by number herein, the date or substance of the clause incorporated by said Prime Contract shall apply instead. The Contracts Disputes Act shall have no application to this Agreement. Any reference to a `Disputes" clause shall mean the "Disputes" clause of this Agreement. 42. NO ORAL MODIFICATIONS. No modification of any provisions of this Agreement shall be valid unless in writing and signed by duly authorized representatives of both Parties. Company Representative is not the duly authorized representative for amendments to this Agreement. Representatives of both Parties internally authorized to execute such documents pursuant to its corporate policies shall sign any amendments to this Agreement. Page 9 of 22 Agreement: 5660040033 43. CAPTIONS. The captions in this Agreement are for convenience and reference only and the words contained therein shall in no way be held to explain, modify, amplify or aid in the interpretation, construction or meaning of the provisions of this Agreement. 44. COUNTERPARTS. This Agreement may be executed in counterparts which, taken together, shall constitute a single instrument. 45. AUTHORITY. Each individual executing this Agreement on behalf of the Parties represents and warrants that he or she is duly authorized to execute and deliver this Agreement on behalf of their Party and that this Agreement is binding upon their Party in accordance with its terms and conditions. 46. CONSTRUCTION OF AGREEMENT. Both Parties have participated in the negotiating and drafting of this Agreement. Therefore, the terms and conditions of this Agreement shall not be construed against either Party as the drafting party. 47. NOTICES. All notices to be given under this Agreement shall be in writing and either sent by: (1) pre -paid U.S. first-class mail, in which case notice will be deemed delivered as of two business days after mailing; (2) a nationally recognized pre -paid overnight courier service, in which case notice shall be deemed delivered as of the date shown on the courier's delivery receipt; or (3) telecopy sent during business hours of the recipient, in which case notice shall be deemed delivered when transmitted provided that a transmission report is generated reflecting the accurate transmission of the notice. All correspondence shall reference the Agreement number. Notices shall be directed to the addresses of the parties on the front page of this Agreement, 48. SEVERAL LIABILITY. In the event that more than one legal entity acquires goods and Services hereunder from Contractor and is a party to this Agreement, compensation payable or other obligations owed by each such entity with respect to any goods and/or Services provided by Contractor under this Agreement shall be exclusively the obligation of the entity that acquires such goods and/or Services. No such entity shall have any liability whatsoever (whether by direct payment, offset or otherwise) in connection with goods and/or Services acquired by any other such entity. Each such entity is severally and not jointly liable to Contractor hereunder, and each such entity disclaims any and all financial or other responsibility, except with respect to goods and/or services that are furnished and invoiced to such entity. Page 10 of 22 Agreement: 5660040033 SCHEDULE B - SCOPE OF WORK The City of National City has identified two primary activities to initiate implementation of the city's Climate Action Plan and to make further headway on the city's Energy Road Map. With funding and support through Company's Emerging Cities Program, both tasks are achievable: PACE Policy Formation and Establishment, and Green Business Program Expansion. The PACE task will involve Contractor staff, LeSar Development Consultants and the California Center for Sustainable Energy. The National City Chamber of Commerce, National City staff and LeSar Development Consultants shall be the actors involved with the Green Business Program Expansion. This task shall evaluate and update the current Green Business Program by which an increased number of businesses are reached, educated and thus a change in behaviors can be seen through increased participation in programs and services to help reduce energy consumption. Section 1— Program Tasks Contractor shall complete, to the full satisfaction of Company, the following Program Tasks: 1. Task 1— PACE Policy Formation and Establishment Contractor shall develop a PACE financing policy and bring one or more PACE options online in National City. This effort will focus on what PACE efforts are already in place in the region as well as statewide, a review of the risk and benefits to various programs, the establishment of a policy that will create a framework for PACE in National City and, finally, the adoption of one or more PACE programs. Task 1.1 — Kickoff with City leadership to clarify priorities and objectives, understand risk appetite, and define questions for the PACE policy Memo. Deliverable — Summary of Objectives Task 1.2 — Creation of PACE Policy Memo — Starting with the 2013 PACE white paper published by the USD Energy Policy Initiative Center, staff and consultants shall review the current legal landscape of PACE, examine what other jurisdictions have done and evaluate the various PACE options for National City. The final memo will recommend a formal policy for National City to adopt as well as recommend one or more PACE programs for adoption. Deliverable — PACE Policy Memo Task 1.3 — Educate City staff and other key stakeholders about PACE and recormnended policy options. This task shall focus on the key decision makers and interested parties that need to be involved in order to make a PACE program happen. Task 1.4 — Advise on negotiations with PACE program providers. Consultant shall support city staff on negotiations with PACE provider(s). Page 11 of 22 Agreement: 5660040033 Task 1.5 — Consultant shall prepare draft staff report(s) and resolution(s) for adoption as well as be available to give presentations and answer technical questions during council hearings. Deliverable — One or more Staff reports and Resolutions, depending on final program recommendations. Task 1.6 — Support PACE Program Rollout. In conjunction with the California Center for Sustainable Energy, the Contractor consultant will support rollout of all selected PACE programs including helping to develop a City marketing strategy, coordination educational meetings for community stakeholders, contractors and building owners. 2. Task 2 — Green Business Program Expansion The National City Chamber of Commerce Green Business Program, created through collaboration with National City, regional and local partners, private companies, and the community, encourages and facilitates energy efficient business practices through education, outreach, networking, marketing, and advocacy. This effort will be expanded to include a dedicated staff person that will focus on increasing business participation in the GB program as well as SDG&E business programs. Deliverables: 1- Educate small/medium business on how to monitor their energy consumption using Company "MyAccount" tools in order to reduce their energy usage. 2- Save small/medium businesses money on their utility bills by educating them on Company programs and services including Direct Install and On -Bill Financing. 3- Achieve a 10% membership participation rate from the chamber to achieve area specific energy savings. Section 2 — Partners, Regional Focus, Budget & Timeline The following organizations and personnel Program Partners Organization Staff Local Government Partner National City Brad Raulston, Executive Director Steve Manganiello, City Engineer Ray Pe, Principal Planner LeSar Development Consultants Jennifer LeSar, President and CEO Page 12 of 22 Agreement: 5660040033 Non -Governmental Partners Eric Engelman, Principal, Director of Research and Innovation Jacqueline Reynoso, President and CEO Martha Bolanos, Office Manager and National City Program Coordinator Chamber of Armando Rodriguez, Marketing Commerce Director Stephanni Casas, Administrative Assistant Geographic Scope Tasks one and two shall each have a direct impact within the jurisdiction of National City, CA. Indirect impacts will be further reaching. Implementation of a PACE program will help complete the availability of PACE throughout San Diego County. Some 15 of 18 local jurisdictions now have a PACE program. Consistent availability across the region is critical to making PACE a viable tool. Compensation *City will bill based on percentage complete for each task Task Labor Task 1 — PACE Financing $30,000.00 Task 2 — Green Business Program $15,000.00 Total NTE Project Amount $45,000.00 Company shall issue separate contract to LeSar Development Consultants to support Task 1 in the amount of $43,670. Another contract will be issued to National City Chamber of Commerce to support Task 2 in the amount of $25,000. Timeline Task Timeframe May 2014 — December 2014 PACE Program Development Green Business Program May 2014 — December 2014 Program Overall May 2014 — December 2014 Contract may be extended through 2015 depending on California Public Utility Commission disposition on 2015 Energy Efficiency programs. Any extension shall not include increase in budget. Page 13 of 22 Agreement: 5660040033 Project: SCHEDULE C SAFETY AND ENVIRONMENTAL NOTICE FOR CONTRACTORS San Diego Gas & Electric - Safety and Environmental Notice for Contractors Date: Job Location: Facility Location: Job Duration — from: Company Contact List to: (Date) (Date) Contact Identification (include Name of Individual) Telephones Contact Identification (include Name of Individual) Telephones SCG/SDG&E Representative: Office: Ce11: Facility Service Main Number: Office: Ce11: Security: Office: Ce11: Contractor Administrator: Office: Ce11: Facility Manager: Office: Ce11: Environmental Specialist: Office: Ce11: Facility Maintenance: Office: Cell: Safety Representative: Office: Ce11: Contractor/Sub Contractor Personnel and Contact Information Title and Name Telephones Title and Name Telephones Contractor Owner/General Manager: Office: Ce11: Foreman: Manager/Supervisor: Office: Ce11: Safety/Environmental Representative: Other: Office: Ce11: Page 14 of 22 Agreement: 5660040033 This notice is to be issued to each Contractor at pre -job meeting or other pre job conference or the safety/environmental tailgate meeting before commencing work on the first day at a job on Company property or at a Company facility this includes any work on streets, vaults, etc. Specific safety and environmental issues should be discussed. The Contractor will initial that he/she understands each section and sign the completed notice indicating that the Contractor will discuss the contents of the notice with each employee who will be working on the job. The Contractor will receive a copy of the notice, with the original being filed in the appropriate facility office. 1. Emergency Notification System. The emergency notification system at this facility or property includes: and will be used to announce serious or life threatening conditions on site (i.e., fire, earthquake, or emergency evacuation). The competent employee making the announcement will give necessary information regarding type and location of the emergency. Contractors arc required to follow instructions given. In the event of an emergency evacuation, contractors are required to move in an orderly fashion to the Emergency Staging Area located: Include facility map that shows emergency exists and staging area. Contractors are required to account for all personnel, report personnel count and any missing persons with location, injuries, or other issues to the site emergency coordinator. Contractors are not to leave the emergency staging area until instructed to do so. Applicable Not Applicable Initials: 2. Facility Phones. Outside phones lines can be accessed by dialing or and the number you desire including area code if outside of calling area. If it becomes necessary to secure site phone lines, the Contractor will notify the Company's facility manager or representative Applicable Not Applicable Initials: 3. Personal Protective Equipment. The contractor is responsible for providing his or her employees with all the required personal protective equipment (i.e., hard hats, safety glasses, gloves, hearing protection, etc.). Appropriate eye protection (i.e., face shield, safety goggles, Page 15 of 22 Agreement: 5660040033 glasses) must be worn in designated eye hazard areas and when eye injury hazards are expected or encountered. Initials: 4. No Smoking. Smoking is not permitted in any Company building or vehicle. Designated smoking areas are: Initials: 5. Non -English Speaking Personnel. Non -English speaking personnel are the Contractor's responsibility and must have an English speaking / English -reading interpreter with them at all times. Initials: 6. Contractors' Injury and Illness Prevention Program. Contractors shall have a written Injury and Illness Prevention Program that meets the requirements of all applicable laws, including but not limited to Title 8, California Code of Regulations General Industry Safety Orders, Section 3203. The Company reserves the right to request proof (at any time) of the Injury and Illness Prevention Program. NOTE: Receipt of the contractor's Injury and Illness Prevention Plan and/or the environmental, safety and health plan only signifies that the plans generally conform to the requirements of the contract and NOT our approval of the plans. It does not relieve the contractor of the responsibility for providing employees with a safe and healthful work environment. 7. Anti -Drug and Alcohol Misuses Prevention Program. Contractors shall have a written Anti -Drug and Alcohol Misuses Prevention Program that meets the requirements of all applicable regulations, including but not limited to Title 49, Code of Federal Regulations, Part 40, Part 199, and Part 382, as it may apply. Contractor shall ensure it, or its' agent(s), i.e., Third Party Consortiums, comply with and conduct random drug and/or alcohol testing in accordance with Part 40, Part 199, and Part 382, as it may apply. In addition, proper review, reporting, and enforcement of drugs and/or alcohol testing of incidents meeting the post -accident criteria of CFR Title 49, Part 40, Part 199, and Part 382 has been discussed. Notifies the company Wellness Manager of any and all incidents requiring Post Accident Testing and reports compliance. Applicable Not Applicable Initials: Page 16 of 22 Agreement: 5660040033 8. Hazardous Materials and Wastes. Materials Safety Data Sheets are available for hazardous substances used at the Company's facilities. Contact the project coordinator for assistance for copies of MSDS if necessary. Note: Contractor must have prior approval from the Company's environmental and safety departments before bringing on site any hazardous substances that might create an exposure to SoCalGas SDG&E company employees or an impact to the environment. 8.1 Hazardous Materials — Contractor will disclose any hazardous materials use with the SCG/SDG&E representative. NOTE 1: Within 5 working days prior to use, contractors must notify in advance of planned uses of any odor -producing substances (e.g., petroleum or chemical -based building materials, solvents or cleaners) and dust or smoke producing activities that may cause SCG/SDG&E employee concerns or discomfort. An action plan must be coordinated with SCG/SDG&E representatives, including Safety and Health, Environmental Services and affected site management to ensure employee exposure and unplanned interruption of work is avoided. NOTE 2: Where there is the potential for SCG/SDG&E employees to be exposed to hazardous materials used by contractor, SCG/SDG&E representative should contact Safety and Health for a product review to ensure the safety of our company employees. NOTE 3: In cases where SCG/SDG&E purchases hazardous materials for contractors to use, these products must go through the product approval process. NOTE 4: In cases where the contractor will be storing hazardous materials at company facilities, it is the SCG/SDG&E representative to inspect that area for proper storage of compatible materials. Applicable Not Applicable 8.2 Prohibited Materials. No materials containing detectable amounts of asbestos may be used for construction or left at SCG/SDG&E sites. No Proposition 65 listed chemicals may be released at SCG/SDG&E-controlled sites unless the contractor provides adequate warning to SCG/SDG&E and other persons who may be exposed. Applicable Not Applicable 8.3 Asbestos Containing Construction Materials. if the facility the contractor is to work at has asbestos containing materials, the contractor (a) understands the written asbestos notification and applicable list of locations and the test results [if provided] for suspect asbestos containing materials not on the list that the contractor may disturb, and (b) understands that the contractor is not to disturb asbestos containing material unless specifically contracted and authorized by SCG/SDG&E for that work. Applicable Not Applicable Page 17 of 22 Agreement: 5660040033 8.4 Asbestos Abatement Work. Contractor understands the requirements outlined in Asbestos Management program for any project that involves disturbance or removal of asbestos. Applicable Not Applicable 8.5 Lead Containing Materials. Any potential lead (Pb) exposure hazards must be identified. All painted surfaces shall be assumed to contain lead unless shown otherwise by sampling and analysis. If lead is encountered, contractor and the Company will determine who will be responsible for removing the lead in compliance with applicable regulations and according to the company's Lead Hazard Compliance Program. The Contractor may, at the discretion of the Company, disturb/remove less than 100 square feet of less than 5000 ppm lead paint, providing that the Contractor submits their written Cal/OSHA compliant lead safety program to the Company Safety Department prior to work. Below is a listing of potential lead containing materials or surfaces: The contractor shall be provided with this notice (including lead concentrations when known): Warning: Lead is present in paint at varying concentrations on painted surfaces, and all applicable regulations for protection of workers and environment, including Cal/OSHA, must be complied with during disturbance or removal of lead containing paint. Lead is a substance known to the State of California to cause cancer and/or reproductive harm. Applicable Not Applicable 8.6 Prop. 65 Chemicals. If the facility, the contractor is contracted to work at, has Prop. 65 Chemicals refer to the Safety and Health Website for instructions on attaching information on Prop. 65 chemicals to this notice. Applicable Not Applicable 8.7 Handling and Disposal of Contractor's Hazardous Materials. Proper handling and disposal of hazardous materials that contractors bring on -site, including primary and secondary chemical labeling, location of contractor's MSDS, disposal, and recycling is required by the contractor. When waste is generated during abatement that belongs to SCG/SDG&E, contractor must contact the SCG/SDG&E representative or Field Environmental Specialist. All utility generated waste must be disposed of at an approved SCG/SDG&E disposal site. Page 18 of 22 Agreement: 5660040033 Applicable Not Applicable 8.8 Hazardous Wastes. All hazardous waste areas and containers are clearly marked. Contractor must obtain prior approval from the Company's safety and environmental departments if hazardous waste will be generated. Applicable Not Applicable 8.9 Hazardous Waste Minimization. The Company is committed to hazardous waste minimization — eliminating at the source whenever possible. The Contractor will make every effort to minimize the amount of waste generated. Applicable Not Applicable 8.10 Recycling. The Company is required by regulation to recycle and reduce solid waste to landfills. Many Company facilities have recycling bins; specific recyclables may be deposited in these bins. Contact your project coordinator for more information. Contractor must not dispose hazardous waste in these bins. Applicable Not Applicable Initials: 9. Spill Pollution and Prevention and Emergency Responses and Storm Water Pollution Prevention Best Management Practices (BMPs). Appropriate precautions must be taken to prevent personal injury and protection of the environment. 9.1 Identify all hazardous material containers including tanks, drums, and pipelines (above and below ground). Consult the Material Safety Data Sheets (MSDS). 9.2 Clearly barricade or mark out these containers or pipelines. Contact Underground Service Alert (AKA "Dig Alert") at 1-800-422-4133 to locate and mark -out buried facilities such as fuel oil or natural gas pipelines. 9.3 Take appropriate precautions to prevent any spills or releases of any hazardous materials on Company property or Company construction sites. Protect the facility's or construction site's storm drains and storm water run-off by utilizing the Facility Storm Water Best Management Practices or the Best Management Practices provided by Sempra Utilities Construction storm Water Best Management Practices Manual. Only rainwater runoff is allowed into the Company's storm drain system or construction site storm drain system. All storm drains on facility sites are labeled and drain into the ocean. Willful or negligent discharge into any storm drain could harm the animals or the environment and is illegal. 9.4 Should hazardous material or hazardous waste spill or release occur, immediately notify the project coordinator from any work site phone. The project coordinator will implement the Page 19 of 22 Agreement: 5660040033 appropriate emergency action and make appropriate notifications as specified in site contingency and response plans. Initials: 10. Environmental Compliance and Training. Contractor understands, has proof of training, and will comply with all applicable environmental permits and requirements for the job. Applicable Not Applicable Initials: 11. Confined Space Program. Contractor understands the requirement of working in permit required confined spaces as outlined in paragraph 1.8 of the Confined Space Program. Applicable Not Applicable Initials: 12. Hot Work Permit. Contractor understands the requirements of a Hot Work Permit as outlined in Hot Work Permit Program. Applicable Not Applicable Initials: 13. Safety Rules. Contractor understands that their employees must follow applicable safety rules while on company facilities and properties. It is also the expectation that contractor employees will abide by the contractors safety rules at all times. Known potential hazards at company facilities and properties that have the potential to impact contractors' employees have been communicated to the contractors. Such items may include but not limited to, equipment operations, energized electrical systems, fall hazards, etc. Applicable Not Applicable Initials: 14. Reporting of Incidents. Proper reporting to company representative of fires, hazardous situations, hazardous substance releases, incidents, OSHA reporting occupational injuries and illness, and serious near misses have been discussed. Applicable Not Applicable Initials: Page 20 of 22 Agreement: 5660040033 15. Agency Inspections. Contractor will notify company representative of any governmental agency (Cal -OSHA, Health Dept. etc) complaint and/or inspection of contractor's job site. In addition, any environmental inspections must be reported to the Field Environmental Specialist. Applicable Not Applicable Initials: 16. Special Safety Concerns and Hazard Assessment. (Related to the specific job). Specific Job Location: Special Safety Concern: Note: Contractors are responsible to obtain all needed permits prior to working such as applicable shoring, trenching permits. For confined space entry, any potential hazards, testing and evaluation procedure, elimination or control of hazards, entry requirements, entry permits and plans for emergencies must be discussed prior to work beginning. Who will be responsible for testing and evaluation procedures must be determined prior to any job beginning (i.e., Contractor or Company). The Company reserves the right to review or request proof of the contractor 's confined space training and compliance program. Initials: Emergency Telephone Numbers and Address: The nearest hospital address and number is: The company facility address is: For medical and fire emergencies, please contact 911. Contractor understands the proper reporting of fires, hazardous situations, hazardous substance releases, incidents, OSHA reportable occupational injuries and illnesses, and serious near misses. Contractor also understands the proper review, reporting and Page 21 of 22 Agreement: 5660040033 enforcement of drug and/or alcohol testing of incidents meeting the post -accident criteria of CFR Title 49, Part 40, Part 199 and Part 382. By signing this Safety and Environmental Contractor Safety Notice, contractor agrees to follow the applicable requirements as outlined in this document. Failure to do so may result in work stoppage and/or termination of contract. Contractor Name: Project Coordinator's Name: Contractor Phone Number: Project Coordinator's Phone Number: Signature of Contractor: Signature of Project Coordinator: Date Form Completed: Date Form Signed: Copies of the Safety and Environmental Contractor Safety Notice must be maintained for the duration of the contract plus 3 years. Page 22 of 22 CITY OF NATIONAL CITY Office of the City Clerk 1243 National City Blvd., National City, California 91950 619-336-4228 phone / 619-336-4229 fax Michael R. Dalla, CMC - City Clerk SAN DIEGO GAS & ELECTRIC (SDG&E) Policy Analysis for Children Education (PACE) Implementation Denise Davis (Planning) Forwarded Copy of Agreement to SDG&E