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HomeMy WebLinkAbout20D - AA - LED STREET LIGHTS REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: CLERK OF COUNCIL USE ONLY: JANUARY 22, 2013 TITLE APPROVED AGREEMENTS WITH SIERRA PACIFIC ? As Recommended ELECTRICAL CONTRACTING TO ? As Amended Reading Is' PROVIDE AND INSTALL LED STREET F1 Ordinance on El Ordinance on 2 n "d Reading LIGHTS AND SOUTHERN CALIFORNIA ? Implementing Resolution EDISON TO PROVIDE NO-COST ? Set Public Hearing For FUNDING FOR LED STREET LIGHTS CONTINUED TO FILE NUMBER CITY MANAGER RECOMMENDED ACTION 1. Authorize the City Manager and Clerk of the Council to execute the following agreements, subject to non-substantive changes approved by the City Manager and City Attorney: a) Sierra Pacific Electrical Contracting to provide and install 1,123 LED street lights for an amount not to exceed $700,000 (Exhibit 1). b) Southern California Edison to provide no-cost funding through On-Bill Financing for the LED street lights (Exhibit 2). 2. Approve an appropriation adjustment recognizing $693,027 in funding from Southern California Edison into the Energy Conservation revenue account (16217002-57384) and appropriating the same amount to the Energy Conservation expenditure account (16217630-62300) for the installation of LED street lights. DISCUSSION In August 2011, the City Council awarded a pilot contract to install 253 energy-efficient LED street lights on Main Street and Edinger Avenue, in an effort to reduce street light energy costs. That project has proven to be successful, as evidenced by a 50 percent energy savings this past year. As a result, staff has developed a new project involving the replacement of 1,123 City-owned safety lights with energy-efficient LED lamps at traffic signalized intersections. Staff investigated financing this project and submitted an application for funding through Southern California Edison's (SCE) On-Bill Financing (OBF) Program. The OBF program provides zero percent financing for approved energy-reduction projects. The funds are repaid by the energy savings on our electric bill over a short payback period. This financing mechanism is being successfully used on the pilot project with a projected payback of five years. A five-year payback period is also projected for the new street light project. 20D-1 Agreements with Sierra Pacific Electrical and SCE to Provide, Install, and Fund LED Street Lights January 22, 2013 Page 2 This project will replace safety lights at 298 signalized intersections in the city, including several miscellaneous locations. Due to an internal SCE policy that limits financing to 25 sites per application, this project has been separated into 10 applications. Consequently, this will require 10 agreements with a combined total not to exceed $700,000 (Exhibit 2). On September 11, 2012, a Request for Proposals was posted on the City's website: 13 Proposals received 0 Proposals received from Santa Ana vendors* * LED street lights are a specialized industry. Currently there are no qualified firms in Santa Ana producing or installing LED street lights. One of the 13 proposals received was deemed nonresponsive. Nine proposals met the eligibility criteria for On-Bill Financing; however, one proposer withdrew their proposal based on an inability to perform. Two lamp fixtures from each of the eight responsive firms were installed and tested by City staff. The proposal evaluations were based on three factors: the ability of proposed fixtures to perform as specified (40%); the proposer's experience, ability to perform, and past performance on similar projects (10%); and the proposal base price (50%). The final ranking is as follows: Rank Proposer Fixture Final Score 1 Sierra Pacific Leotek 254 2 Aegis Duralight 246 3 Sully-Miller Leotek 235 4 Protech Cree 223 5 Select Cree 221 5 C.P. Engineering Cooper 221 7 P.T.M. General Engineering Cooper 217 8 Siemans Acuity 214 The Leotek Green Cobra fixture proposed by Sierra Pacific Electrical Contracting, the top-rated firm, produced an average energy savings of 50 percent compared to existing lights. They also provide more visible light than conventional street lights and are expected to have a useful life of over 15 years. SCE originally approved financing for $625,694 through the OBF program; however, the cost of the successful proposal was $693,027. Based this project cost, the SCE energy efficiency incentive will be $74,766, with the balance of $600,161 financed through the On-Bill Financing Program. Because 12 of the sites did not meet SCE funding criteria, they will be funded by the City at a cost of $18,100. Replacement of the existing high-pressure sodium lamps with energy-efficient LED street lights will reduce the City's estimated annual energy consumption by 934,572 kWh, and reduce the impact to the General Fund with an annual energy cost savings of approximately $120,000. 20D-2 Agreements with Sierra Pacific Electrical and SCE to Provide, Install, and Fund LED Street Lights January 22, 2013 Page 3 ENVIRONMENTAL IMPACT Installation of the LED street lights will reduce the city's carbon footprint by approximately 659 metric tons of CO2, which is the equivalent of removing 137 passenger vehicles from the road. FISCAL IMPACT Loan Proceeds received through the SCE On-Bill Financing Program will be deposited into the Energy Conservation revenue account (16217002-57384) and appropriated into the Energy Conservation expenditure account (16217630-62300). Loan repayments are available in Account 01117630-62000. Funds for the City's share of $18,000 that does not meet SCE funding criteria are available in Account 01117630-62300. APPROVED AS TO FUNDS AND ACCOUNTS: w r^- Raul Godinez II Francisco Gutie Executive Director/ Executive Director/ Public Works Agency Finance & Management Services Agency RG/KW Exhibits: 1. Agreement with Sierra Pacific Electrical Contracting 2. On-Bill Financing Agreement with Southern California Edison 3. On-Bill Financing and Incentives Summary 20D-3 20D-4 EXHIBIT 1 CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR LED COBRAHEAD STREETLIGHTS SAMPLE AGREEMENT THIS AGREEMENT, made and entered into this day of 2012 by , Inc. (hereinafter "Contractor"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS A. The City desires to retain a Contractor having special skill and knowledge in the field of LED street light manufacturing and installation of LED luminaires. B. Proposer represents that Contractor is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: I.SCOPE OF SERVICES Contractor shall perform those services as indentified as scope of work in this Agreement. ILCOMPENSATION A. The City agrees to pay, and Contractor agrees to accept as total payment for its services, the rates and charges identified in scope of work and contract pricing. The total sum to be expended under this Agreement shall not exceed $ during the term of this Agreement. B. Payment by City shall be made within sixty (60) days following receipt of payment from investor owned utility financing, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. III.TERM This Agreement shall commence on the date first written above. The contractor shall 20D-5 deliver and install all items under this contract within a period of three (3) months from this date unless terminated earlier in accordance with Section XII. IV.INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall be construed to create an employer-employee relationship or a joint venture relationship; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's Social Security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. V.INSURANCE Prior to undertaking performance of work under this Agreement, contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: A. Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, its officers, agents, volunteers, and employees as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting there from and damage to property, resulting from any act or without limitation, act involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of One Million Dollars ($1,000,000.00) per occurrence. Contractor shall supply City with fully executed additional insured endorsement in substantially the form attached hereto as Exhibit B upon execution of this Agreement and shall be approved in form by the City Attorney. B. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than One Million Dollars ($1,000,000.00) per occurrence. Such insurance shall include coverage for owned, hired and non-owned automobiles. C. Workers Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for Workers Compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than One Million Dollars ($1,000,000.00) per accident. D. If Contractor is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than One Million Dollars ($1,000,000.00) per claim. E. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: 20D-6 1. Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. 2. Certificates of Insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. 3. Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. F. If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Contractor's right to be paid for its time and materials expanded prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. VI.INDEMNIFICATION Contractor agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, Contractors, special counsel, and representatives from liability: 1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the direct or indirect operations of the Contractor or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in Section 1 of this Agreement: and 2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all cost for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, effects arising from this Agreement. City may make all reasonable decisions with respect to its representative in any legal proceeding. VII.CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The 20D-7 foregoing obligations of nonuse and nondisclosure shall not apply to any information that 1) has been disclosed in publicly available sources; 2) is, through no fault of the Contractor, disclosed in a publicly available source; 3) is in rightful possession of the Contractor without an obligation of confidentially; 4) is required to be disclosed by operation of law; or 5) is independently developed by the Contractor without reference to information disclosed by the City. VIII.CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance if services specified under this Agreement. IX.NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by facsimile or other telegraphic communication in the manner provided in the section, to the following persons: To City: Clerk of the City Council City of Santa Ana P.O. Box 1988 M-30 Santa Ana, CA 92702-1988 Fax (714) 647-6956 With courtesy copies to: Executive Director, Public Works Agency City of Santa Ana P.O. Box 1988 M-21 Santa Ana, CA 92702 And: City Attorney City of Santa Ana P.O. Box 1988 M-29 Santa Ana, CA 92702 Fax (714) 647-6515 Contractor X.EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the I i 20D-8 parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, that terms and conditions hereof, shall not bind or obligate Contractor nor the City. Each party to this Agreement acknowledges that no representatives, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. XI.ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without prior written consent of the City, and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by the City personnel or by other Contractor retained by City. XII.TERMINATION This Agreement may not be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive, and the City shall pay, Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: A. As a condition of such payment, the Executive Director may require Contractor to deliver to the City all work products completed as of such date, and in such case such work product shall be property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. B. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. XIII.DISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, State and local laws and regulations. XIV.JURISDICTION - VENUE This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be government and construed in accordance with the laws of the State of California. This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of 20D-9 California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. XV.PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United Sates, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of their inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. XVI.RESPONSIBILITY FOR DAMAGES The Contractor shall be responsible for all damages to persons and/or property that occur as a result of the fault or negligence of said Contractor or his employees in connection with the performance of this work. XVILFAILURE TO PERFORM SATISFACTORILY A. It is agreed and understood that in the short run, if the Contractor fails to perform the work as specified herein, the Director, 1) will pay only for the amount of service received as determined by the Director with an appropriate downward adjustment in contract price, or 2) may have such required work done by City forces or otherwise, and charge the cost thereof to the Contractor. Such adjustments will be the estimated cost for performance by City forces plus City overhead and will include overtime pay as required to complete work. B. If the Contractor performs the work in such a manner that the amount of payment withheld due to substandard performance, nonperformance and forfeiture for noncompletion per schedule totals five (5) percent of the total contract price, the City will put the Contractor under notice of noncompliance. If the Contractor continues to perform the work in such a manner that the amount of payment withheld due to substandard performance, nonperformance and forfeiture for noncompletion per schedule totals ten (10) percent of the total contract price, the contract is subject to cancellation at the City's option. In the event of cancellation for unsatisfactory performance, the original Contractor shall reimburse the City for damage accrued by changing contractors. XVIII.SAFETY REQUIREMENTS All work performed under this contract shall be performed in a manner as to provide required maximum safety to the public and where applicable, comply with all safety standards required by CAL-OSHA. The Director reserves the right to issue restraint or cease and desist orders to the Contractor when unsafe or harmful acts are observed or reported relative to the performance of the work under this contract. XIX.HAZARDOUS CONDITIONS I 20D-10 The Contractor shall maintain all work sites free of hazards to persons and/or property resulting from its operations. Any hazardous condition noted by the Contractor, which is not a result of its operations, shall be immediately reported to the Public Works Agency. XX.UTILITIES Any damage to utility lines that occurs shall immediately report to the utility company that is involved. The cost of repair, if required, will be at the Contractor's expense. If damage occurs to any adjacent shrubs or trees that are to remain on the site, immediate treatment or necessary replacements of the same shall be at the Contractor's expense. XXI.ACCESS TO PRIVATE PROPERTY Prior to any work that will restrict access to private property the Contractor shall notify each affected property owner or responsible person, informing him of the nature of and the approximate duration of the restriction. XXII.PROTECTION AND RESTORATION OF EXISTING IMPROVEMENTS The Contractor shall be responsible for the protection of all improvements adjacent to the work, such as sprinkler systems, drain pipes, lawns, brick work, plantings, masonry work, fences, wall, sidewalks, street paving, etc., located on either public or private property. If any improvements are damaged they shall be replaced in kind at the Contractor's expense. XXIII.TRAFFIC CONTROL The Contractor shall conduct all work in a manner that will insure continuous traffic flow on the street at all times. In situations where it is necessary to restrict traffic flow per WATCH, the Contractor will contact the Director for approval. XXIV.MISCELLANEOUS TRAFFIC DEVICES Contractor shall provide all traffic control and miscellaneous traffic devices as may be required for routine and/or extraordinary maintenance of this contract. Signs used for handling traffic during the course of this contract shall be in accordance with the WATCH published by Building News, Inc., and made a part of these special provisions. The method in which signs, barriers and other miscellaneous traffic devices are used during construction and/or repair shall be in accordance with the publication mentioned. A copy of said publication is on file in the Public Works Agency. All signs shall be illuminated or reflectorized when they are used during hours of darkness. All cones, pylons, barricades, or posts used in the diversion of traffic shall be provided with flashers, or other satisfactory illumination if in place during hours of darkness. XXV.WORK BY CITY FORCES BECAUSE OF NONCONFORMANCE TO CONTRACT Should the Contractor fail to correct deficiencies or public nuisances that have been created 20D-11 because of his operation, then these will be considered to be of an emergency nature and cause the City to move in on the project to make corrective work. Such work will be done on a force account basis with an additional callout charge of Two Hundred Dollars ($200.00) for each callout. XXVI.PAYMENT The Contractor will be paid after completion of the project, upon approval and payment to the City by Southern California Edison. Contractor shall submit a detailed report of work performed and materials used in the project. This report shall be accompanied by a billing in accordance with the contract price for the work performed, and shall become basis for payment. XXVII.APPRENTICESHIP STANDARDS Where required under law, the contractor on this project shall assume full responsibility for compliance with apprenticeship standards as established by Section 1777.5 of the California State Labor Code. XXVIII.SUBCONTRACTORS The successful proposer shall not, without the written consent of the City: A. Substitute any person or firm as subcontractor in place of the subcontractor designated in the original proposal. B. Permit any subcontract to be assigned or transferred or allow it to be performed by anyone other than the original subcontractor listed in the proposal. C. Subcontract any portions of the work after bid is submitted if the cost thereof exceeds one-half (1/2) of one (1) percent of the total proposal and a subcontractor was not designated for the work in the original proposal. XXIX.MISCELLANEOUS PROVISIONS A. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. B. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this agreement. H 20D-12 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA Maria H. Huizar Paul Walters Clerk of the Council City Manager APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Laura Sheedy Deputy City Attorney RECOMMENDED FOR APPROVAL: CONTRACTOR Raul Godinez II (Name) Executive Director, Public Works Agency (Title) 20D-13 CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR LED COBRAHEAD STREETLIGHTS SCOPE OF SERVICES I. DESCRIPTION AND SCOPE OF WORK The City of Santa Ana is issuing this Request for Proposals (RFP) for LED COBRAHEAD STREETLIGHTS. This RFP calls for: removal and disposal of existing luminaires; furnishing and installing new LED luminaires; all testing, including photometric and energy consumption, to prove that furnished luminaires perform as specified. A. IMPLEMENTATION 1. City staff shall have the right to modify, reduce, or delete the services as needed by City. 2. The term of the contract shall be for one (1) year which shall commence on the date that City Council approves the award or the date that all required bonds and insurance have been approved by the City Attorney, whichever occurs last. II. DEFINITIONS III. TERMS AND CONDITIONS A. TERM The term of this contract shall commence the date of City Council award and approval of all insurance and bonds, and terminate one year from that date, unless earlier terminated as set forth in Section H, below. B. COMPENSATION 1. City agrees to pay and contractor agrees to accept as total payment for its services, the prices set forth in contractor's proposal, attached hereto and incorporated by reference. 2. Invoices a. The contractor shall submit a monthly invoice upon completion of the project to the City. b. All invoices for work performed under this contract shall be submitted in a format approved by the City. Invoices shall include the following information at a minimum: i. Contractor's invoice number ii. Beginning and ending dates for services 20D-14 iii. City project number and/or name (if applicable) iv. Work site address/location (if applicable) V. Unit cost, subtotals and total for invoice 3. Extra Work No new work of any kind shall be considered an extra unless a separate estimate is given for said work and the estimate is approved by the City in writing before the work is commenced. The contractor will be required to provide detailed information of such extra work. Documentation of contract compliance may be required on some occasions. Work performed prior to obtaining written approval of the City shall not be included within the Scope of Work and may not be paid. 4. Payment Payment by City shall be made within sixty (60) days following receipt of payment from investor owned utility financing, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. C. INDEPENDENT CONTRACTOR Contractor shall during the entire term of this contract, be construed to be an independent contractor and not an employee of the City. This contract is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the manner in which contractor performs the services required by this contract. However, the services to be provided by contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's Social Security taxes, unemployment insurance, and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. D. INSURANCE Prior to undertaking performance of work under this contract, contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: 1. Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance which shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting there from and damage to property, resulting from any act or occurrence arising out of contractor's operations in the performance of this agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: 20D-15 single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of One Million Dollars ($1,000,000) per occurrence, Two Million Dollars ($2,000,000) in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers, and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. A sample additional insured endorsement is attached hereto as Exhibit H. 2. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than One Million Dollars ($1,000,000) per occurrence. Such insurance shall include coverage for owned, hired and non-owned automobiles. 3. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, contractor is required to be insured against liability for Workers' Compensation or to undertake self-insurance. Prior to commencing the performance of the work under this contract, contractor agrees to obtain and maintain any employer's liability insurance with limits not less than One Million Dollars ($1,000,000) per accident. 4. If contractor is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than One Million Dollars ($1,000,000) per claim. 5. The following requirements apply to the insurance to be provided by contractor pursuant to this section: a. Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this agreement. b. Certificates of insurance shall be furnished to the City upon execution of this contract and shall be approved in form by the City Attorney. C. Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. 6. If contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this contract. Such termination shall not affect contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 20D-16 E. HOLD HARMLESS/ INDEMNIFICATION To the fullest extent permitted by law, contractor shall indemnify, defend and hold harmless City, its officers, agents and employees (collectively, the "indemnified parties") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a claim; collectively, "claims"), which may arise from or in any manner related (directly or indirectly) to any work performed or services provided under this contract (including, without limitation, defects in workmanship and/or materials) or contractor's presence or activities conducted performing the work (including the negligent and/or willful acts, errors and/or omissions of contractor, its principals, officers, agents, employees, vendors, suppliers, contractors, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable for any or all of them). Notwithstanding the foregoing, nothing herein shall be construed to require contractor to indemnify the indemnified parties from any claim arising from the sole negligence or willful misconduct of the indemnified parties. Nothing in this indemnity shall be construed as authorizing any award of attorney's fees in any action on or to enforce the terms of this contract. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the contractor. F. NOTICE Any notice, tender, demand, delivery or other communication pursuant to this agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, sent by telefacsimile communication, or via e-mail to the following persons: To City: Clerk of the Council City of Santa Ana 20 Civic Center Plaza (M-30) Santa Ana, CA 92701 Fax 714-647-6956 With courtesy copy to: Public Works Agency - Construction Engineering To Contractor: II 20D-17 G. TERMINATION The City reserves the right to terminate the contract as follows: 1. In the event contractor fails or refuses to timely perform any of the provisions of this agreement in the manner required, or if contractor violates any provision of this agreement, contractor shall be deemed in default. City shall provide written notice of such default to contractor's project manager. Contractor shall cure said default within a period of two (2) working days. If such cure is not completed in a timely manner, City may assess liquidated damages or terminate the agreement forthwith by giving written notice to contractor's project manager. City may, in addition to the other remedies provided in this agreement or authorized by law, terminate this agreement by giving written notice of termination. Contractor shall be responsible for all costs incurred by City, including replacement costs of equipment and labor required to provide service during contractor's default. In the event of such termination for cause, City shall pay contractor that portion of compensation specified in the agreement that is earned and unpaid prior to the effective date of termination. Contractor shall not be entitled to any compensation for lost profits it terminated for cause. 2. This agreement may be terminated without cause by City upon thirty (30) days written notice delivered to the contractor either personally or by mail. Upon termination, City shall pay to contractor that portion of compensation specified in the agreement that is earned and unpaid prior to the effective date of termination. 3. In addition to, or in lieu of, remedies provided in this agreement or pursuant to law, City shall have the right to withhold all or a portion of contractor's compensation for contract services if, in the judgment of the projects manager or designee, the level of service falls below appropriate standards and/or contractor fails to satisfactorily perform contract services. City shall have the right to retain funds withheld until the projects manager or designee determines that contract services are performed as well and as frequently as required by this agreement. H. CONTRACTOR OPTION FOR TERMINATION The contractor may request termination of the contract when conditions during the contract make it impossible to perform or when prevented from proceeding with the contract by act of God, by law or official action of a public authority or in the event on nonpayment by the City. Such request will require one-hundred eighty (180) days written notice prior to contract termination date requested. In the event of nonpayment of undisputed sums by the City, contractor shall give the City thirty (30) working days to cure the alleged breach. 20D-18 I. LIQUIDATED DAMAGES If the City determines that the contractor breaches its promise to provide services in compliance with the Terms and Conditions of applicable laws and regulations, and the specifications set forth above, it would be impracticable and extremely difficult to determine the damage to City arising from such breach. Therefore, in the event of contractor's breach, contractor shall pay to City the sum of $500 per day for such breach, in addition to any cost, fines, etc. levied against the City. J. EMPLOYMENT OPPORTUNITIES FOR SANTA ANA RESIDENTS Contractor shall solicit and advertise employment opportunities to Santa Ana residents. The City shall inform the contractor of areas to publicize recruitment opportunities, such as work centers and community centers. Such effort and procedure will be provided to the City for review. K. COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS 1. Contractor shall perform all requirements under this contract in strict observance of and in compliance with all applicable environmental, traffic, safety and any other laws, regulations, ordinances, codes and any other legislative or statutory requirements. 2. Contractor warrants that the performance of services under this contract shall be compliant with the current requirements and as they may be amended or updated throughout the term of this contract. N. ASSIGNMENT Inasmuch as this contract is intended to secure the specialized services of contractor, contractor may not assign, transfer, delegate or subcontract any interest herein without the prior written consent of City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. 0. JURISDICTION - VENUE This contract has been executed and delivered in the State of California and the validity, interpretation, performance and enforcement of any of the clauses of this contract shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this contract. P. FINES The contractor shall be liable for all violation fines levied against the City by federal, state, or local agencies with regulatory authority related to contractor provided services. 20D-19 Q. SCOPE OF WORK SPECIAL PROVISIONS The Request for Proposals calls for removal and disposal of existing luminaires; furnishing and installing new LED street lights and all testing, including photometric and energy consumption, to prove that furnished luminaires perform as specified. The Contractor shall provide at its own risk and cost all labor, materials, tools, equipment, and traffic control per the Work Area Traffic Control Handbook ("WATCH"), transportation, hauling, dumping, and recycling of removed material as part of this project. The City reserves the right to salvage existing luminaires. All salvaged luminaires shall be delivered to the City Corporate Yard at no cost to the City. 1. FUNCTIONS AND RESPONSIBILITIES A. DIRECTOR The Director or his authorized representative shall have the authority to accept/reject materials, workmanship and to make minor changes in work or schedule. When the performance of the work or completion per schedule is determined to be substandard, Director may 1) recommend that all or a portion of payment be withheld, and/or forfeiture for delay be assessed; 2) direct the work be accomplished by a separate contractor, in order to complete the necessary work as close to schedule as possible and withhold the resulting costs. Payment to be withheld shall be deducted from the next monthly payment due to the Proposer, or if the amount is insufficient to cover payment, the Proposer shall be liable and will be billed accordingly. The Director or his authorized representative shall decide all questions, which may arise as to the manner of performance and completion per schedule, acceptable fulfillment of the contract by the Proposer, interpretation of the specifications, and compensation to include completion of work by alternate sources. B. PROPOSER 1. Local Office The Proposer shall maintain a local office with a competent representative who can be reached during normal working hours and authorized to discuss matters pertaining to this contract with the Director. Proposer will not be allowed to store equipment or materials at any contracted area. 2. Submittals The Proposer shall submit to the Director at the beginning of work, 1) a detailed job schedule, 2) names and titles of all persons working on the project, and 3) materials to be used on the project for approval. All submittals shall be periodically updated as necessary. The Director shall be immediately notified I 20D-20 of any deviation from schedule or material usage. 3. Identification All vehicles and equipment on the project site shall be properly marked with company identification. 4. Licenses and Permits The Proposer shall, prior to award of contract and without additional expense to the City, possess all licenses and permits required for the performance of the work required by this contract, including but not limited to State License C-27, a City of Santa Ana Business License, and a C-10 Electrical License. 5. Work Force a. The Proposer shall ensure that all work under this agreement is supervised by personnel who are technically qualified and possess the management skills required to implement modern methods and newly developed procedures. b. The Proposer shall ensure that all work under this agreement is performed by fully qualified, experienced personnel, directly employed by the Proposer or its listed subcontractors. All subcontractors that will perform work under this agreement shall be listed on this proposal. No other subcontractors shall be permitted without prior written consent by the Director. C. The Proposer shall be responsible for skills, methods, appearance and action of Proposer's employees and its subcontractors and for all work done. The Contractor's employees shall be United States citizens and/or legal residents. d. The Proposer shall perform the work provided for in this proposal under the direction of the Director. The Director may make inspections at any time and may request that the Contractor perform additional work or services to bring Contractor's performance to the level required by this agreement. 6. Material The Proposer shall submit a list to the Director all materials that the Proposer proposes to the use in the execution of this work. Said list shall be submitted before use of any product, pursuant to the provisions of this agreement. All materials used or submitted shall be in full compliance with all federal, State, County and local agency laws, guidelines and requirements. 7. Recycling All waste (including construction and demolition materials) resulting from work performed under this contract shall be recycled. The Contractor will be responsible for the disposal of all non-recyclable waste in accordance with all 20D-21 applicable local, State and federal laws and regulations. A recycling and disposal plan must be submitted for approval prior to start of work. 8. General Maintenance and Clean-Up All trash and debris shall be removed from all worksites at the end of each day. The Contractor shall keep sidewalks and all paved areas in parkway swept and cleaned of any debris, dirt, or soil. 9. Emergency Service The Proposer shall be able to receive and respond to the City's call for emergency service twenty-four (24) hours per day, seven (7) days per week. Response time shall be immediate but not more than two (2) hours to remove or eliminate a public safety hazard. Contractor shall provide the City with a local telephone number where contractor can be contacted twenty-four (24) hours per day, seven (7) days per week. ~I 20D-22 Exhibit 2 On-Bill Financing Agreement This On-Bill Financing Agreement ("OBF Agreement") is entered into on 20_, (the "Effective Date") by and between the undersigned customer ("Customer") and Southern California Edison Company ("SCE") (each a "Party," collectively the "Parties"). Recitals 1. Customer and SCE entered into the Energy Management Solutions Incentives Application for Business Customers on or about , 20 and if applicable, the Customized Solutions Agreement (individually or collectively referred to as "EMS Agreement"), which is/are attached hereto and incorporated herein by reference. 2. Customer owns, leases or rents the property listed in the EMS Agreement as the Site and maintains a service account(s) with SCE for electric service. Customer has completed installation of eligible energy efficient equipment ("Equipment") at the Site as set forth in the EMS Agreement and has accepted the equipment as being operational and in good working order. 3. In Decision 09-09-047, the California Public Utilities Commission authorized SCE to provide zero-percent interest financing for the installation of certain energy efficient equipment, which is to be repaid over a specified period through the Customer's electric utility bill(s) ("On-Bill Financing"). 4. Customer desires to enter into this OBF Agreement in order to participate in SCE's On-Bill Financing program and Customer agrees to repay SCE the Amount Financed (as defined under "Loan Terms", below) through the Customer's SCE utility bill(s) pursuant to the terms and conditions of this OBF Agreement. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows: Terms and Conditions Defined Terms: Except as the context otherwise requires, capitalized terms used in this OBF Agreement without definition shall have the same meanings as are set forth in the EMS Agreement. Amount Financed: Within thirty (30) days after the Effective Date, SCE will provide a payment for the Amount Financed to Customer or to a third-party payee designated by Customer under the Loan Terms, below. Customer's designation of a third-party payee may not be changed or revoked. Loan Terms: Amount Financed ("Amount $ .00 Financed" : Interest Rate: 0% Fees: 0 Months to Pay: First Month Payment Remaining Monthly Payments: Service Account to be Billed: Designated Third-Party Payee (if an : Address of Designated Third- Party If more than one Service Account will be billed, information regarding the Service Account number and monthly payment is included in Schedule A attached. Form 14-792 1 05/2012 20D-23 Promise to Pay: Customer promises to pay SCE the Amount Financed in equal monthly installments as set forth in the section above and/or Schedule A (Customer's "Loan Obligation"). The first Monthly Payment of Customer's Loan Obligation will appear within sixty (60) days from the Effective Date on Customer's SCE utility bill(s) for the Service Account(s) listed above. Manner of Payment: Customer's Monthly Payment amount will appear as a line item labeled "EE/OBF Installment Charge" on the monthly SCE utility bill(s) for Customer's Service Account(s). Customer may pay the Loan Obligation in the monthly installments or pre-pay the Loan Obligation in one lump sum without penalty, but pre-payments for less than the remaining balance will not be allowed. Customer's Loan Obligation will appear on Customer's monthly SCE utility bill(s) for the number of months set forth above, or until the Loan Obligation is paid in full by Customer, whichever occurs first. Customer shall make payments to SCE as directed in the SCE utility bill(s). Partial Payments: If Customer is unable to make a full payment of the Loan Obligation in any given month, payment arrangements may be made at SCE's sole discretion. Any partial payments will be applied in equal proportion to the energy charges and the Loan Obligation, and Customer will be considered to be delinquent and in default of both the energy bill and the Loan Obligation. Late Payments: No late payment charges or interest will be assessed for delinquent payments on the Loan Obligation. However, SCE may assess late payment charges for delinquent payments of energy charges pursuant to SCE's Rule 9 which is incorporated herein by reference. Returned Payments: SCE may require payment of a $10.00 Returned Check Charge for any check returned from Customer's financial institution unpaid. The Returned Check Charge will also apply to any forms of payment that are subsequently dishonored. Discontinuance of Service: Amounts due under this OBF Agreement will be amounts deemed due under each SCE utility bill to the Customer's Service Account(s), and a default under this OBF Agreement will be treated as a default under the Customer's Service Account(s). Customer's Loan Obligation is subject to the discontinuance provisions of SCE's Rule 11, Discontinuance and Restoration of Service, Section B, Nonpayment of Bills or Summary Bills which is incorporated herein by reference. Breach and Acceleration: Any breach by Customer under the EMS Agreement or this OBF Agreement shall constitute a breach under all of the above referenced agreements. For purposes herein, SCE may determine the OBF Agreement to be breached and Customer to be in default if Customer: (1) sells, assigns or otherwise transfers ownership, possession or title of the Site or the Equipment, (2) fails to pay the Monthly Payment amount when due, (3) closes, discontinues or otherwise causes the termination of the Service Account(s), or (4) otherwise breaches this OBF Agreement and/or the EMS Agreement, and the breach is not cured as specified therein. Notwithstanding anything to the contrary in the EMS Agreement, a breach and default as set forth in this section shall not be subject to any additional cure period. Following a breach as set forth in this section, SCE shall have the right to declare the entire unpaid balance of the Loan Obligation immediately due and payable. Purchase Money Security Interest: Customer hereby agrees that SCE may, but is not obligated to, file a UCC-1 ("Financing Statement") against the Equipment to secure Customer's obligation to repay the Amount Financed. Customer agrees to execute any and all documents in connection with the Financing Statement in order for SCE to perfect its security interest in the Equipment. Customer agrees that SCE is not waiving any of its rights of recovery as against the Customer should SCE elect to file a Financing Statement. Form 14-792 2 05/2012 20D-24 Confession of Judgment: Customer irrevocably authorizes and empowers SCE and SCE's attorneys, upon breach and default by Customer as described in the preceding section, to appear in any state or federal court in Los Angeles County, California, as Customer's attorney-in-fact and confess judgment against Customer by entry of a confession of judgment pursuant to Code of Civil Procedure § 1132 et. seq., or by any other appropriate means, for the full amount due plus all costs of collection, including without limitation court costs and reasonable attorneys' fees. No single exercise of the foregoing power to confess judgment will be deemed to exhaust the power, whether or not any such exercise shall be held by any court to be invalid, voidable, or void; but the power will continue undiminished and may be exercised from time to time as SCE may elect until all amounts owing under this OBF Agreement have been paid in full. Modification: Any change to this OBF Agreement must be in writing and signed by Customer and SCE; except that during any given month, if Customer is unable to make full payment on the Loan Obligation, payment arrangements may be made at SCE's sole discretion without modifying this OBF Agreement in writing. Any written modification or amendment will not be effective unless and until signed by SCE or such condition is waived by SCE in its sole and absolute discretion. Term and Termination: It is the Parties intent that the term of this OBF Agreement and the EMS Agreement run concurrently. Therefore, the OBF Agreement shall continue in effect until the Loan Obligation is paid in full. Assignment: Notwithstanding anything to the contrary in this OBF Agreement, Customer may not assign its rights or delegate its duties under the Agreement. Additional Representations: Each person signing this OBF Agreement represents and warrants that he or she is duly authorized and has the legal capacity to execute and deliver this OBF Agreement on behalf of Customer, and to perform their obligations under this OBF Agreement. Customer further represents and warrants that if it is a legal entity, it is in good standing in its state of formation. Miscellaneous: Except as otherwise specifically provided herein, all terms, provisions, covenants, representations, warranties, agreements and conditions of the EMS Agreement shall remain unchanged and in full force and effect. Should a conflict exist between this OBF Agreement, the EMS Agreement and the documents incorporated by reference, this OBF Agreement shall control. This OBF Agreement shall be construed and interpreted in accordance with, and shall be governed and enforced in all respects according to, the laws of the State of California. This OBF Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. If any one or more of the provisions contained in this OBF Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, then this OBF Agreement shall be construed as if such invalid, illegal or unenforceable term or provision had never been contained herein and all other provisions of this OBF Agreement shall be construed to remain fully valid, enforceable and binding on the parties. The Recitals set forth above are hereby incorporated herein by reference. [Remainder of page intentionally left blank] Form 14-792 3 05/2012 20D-25 IN WITNESS WHEREOF, the Parties have executed this OBF Agreement as of the Effective Date. Customer: Southern California Edison Company: Authorized Representative: Authorized Representative: Title: Title: Signature: Signature: Date: Date: Business Address: Business Address: Telephone No. Telephone No. Fax No. Fax No. E-Mail Address: E-Mail Address: Form 14-792 4 0512012 20D-26 SCHEDULE A Customer Name: OBF Loan Number: Site Service OBF Billing 15 Monthly Remaining Monthly Account Repayment OBF Loan OBF Loan Payments Number Service Account Payment Number X-XXX- X-XXX-XXXX-XX $XX.XX $XXX.XX per month for X months XXXX-XX Total Monthly Repayment $XX.XX $XXX.XX per month for X months Form 14-792 5 05/2012 20D-27 Exhibit 3 LED Streetlight On-Bill Financing (OBF) Energy Saving Incentives Summary Total Estimated Annual Energy Savings (kWh) 934,572 Total Estimated SCE Energy Savings Incentives $74,766 Total Amount Approved by SCE to be Financed with On-Bill Financing (OBF) $625,694 Total Project Cost to be Financed by OBF $600,161 SCE • Title SCE Project# Billing Type Santa Ana LED Street Lighting Scope #2 193-12-0500301418 Metered Lights Number of fixtures 138 kWh Saved 78,451 Project Cost Approved by SCE $88,320 Estimated SCE Incentive $6,276 OBF Amount Approved by SCE $82,044 Estimated payback (years) 4.5 SCF • Title SCE Project tt Billing Type Santa Ana LED Street Lighting Scope #4 (1 of 9) 198-12-0500262965 Unmetered Lights Number of fixtures 87 kWh Saved 77,187 Project Cost Approved by SCE $58,240 Estimated SCE Incentive $6,175 OBF Amount Approved by SCE $52,065 Estimated payback (years) 4.5 SCE Application Title SCE Project # Billing Type Santa Ana LED Street Lighting Scope #4 (2 of 9) 193-12-0500254043 Unmetered Lights Number of fixtures 86 kWh Saved 81,009 Project Cost Approved by SCE $55,040 Estimated SCE Incentive $6,481 OBF Amount Approved by SCE $48,559 Estimated payback (years) 4.5 20D-28 Exhibit 3 LED Streetlight On-Bill Financing (OBF) Energy Saving Incentives Summary SCE Application Title SCE Project 4 Billing Type Santa Ana LED Street Lighting Scope #4 (3 of 9) 193-12-0500254042 Unmetered Lights Number of fixtures 92 kWh Saved 86,734 Project Cost Approved by SCE $58,880 Estimated SCE Incentive $6,939 OBF Amount Approved by SCE $51,941 Estimated payback (years) 4.5 SCE Application Title SCE Project # Billing Type Santa Ana LED Street Lighting Scope #4 (4 of 9) 193-12-0500255252 Unmetered Lights Number of fixtures 168 kWh Saved 144,241 Project Cost Approved by SCE $107,520 Estimated SCE Incentive $11,539 OBF Amount Approved by SCE $95,981 Estimated payback (years) 4.5 SCE Application Title SCE Project # Billing Type Santa Ana LED Street Lighting Scope #4 (S of 9) 193-12-0500251911 Unmetered Lights Number of fixtures 94 kWh Saved 86,535 Project Cost Approved by SCE $60,160 Estimated SCE Incentive $6,923 OBF Amount Approved by SCE $53,237 Estimated payback (years) 4.5 SCE Application Title SCE Project 4 Billing Type Santa Ana LED Street Lighting Scope #4 (6 of 9) 193-12-0500255099 Unmetered Lights Number of fixtures 92 kWh Saved 83,997 Project Cost Approved by SCE $58,880 Estimated SCE Incentive $6,720 OBF Amount Approved by SCE $52,160 Estimated payback (years) 4.5 20D-29 Exhibit 3 LED Streetlight On-Bill Financing (OBF) Energy Saving Incentives Summary Project SCE Application Title SCE Santa Ana LED Street Lighting Scope #4 (7 of 9) 193-12-500255299 Unmetered Lights Number of fixtures 86 kWh Saved 74,521 Project Cost Approved by SCE $55,040 Estimated SCE Incentive $5,962 OBF Amount Approved by SCE $49,078 Estimated payback (years) 4.5 SCE Application Project Santa Ana LED Street Lighting Scope #4 (8 of 9) 193-12-0500314488 Unmetered Lights Number of fixtures 98 kWh Saved 83,086 Project Cost Approved by SCE $62,720 Estimated SCE Incentive $6,647 OBF Amount Approved by SCE $56,073 Estimated payback (years) 4.5 SCE Application Title SCE Project 4 Billing Type Santa Ana LED Street Lighting Scope #4 (9 of 9) 193-12-0500305654 Unmetered Lights Number of fixtures 160 kWh Saved 138,811.00 Project Cost Approved by SCE $95,660 Estimated SCE Incentive $11,105 OBF Amount Approved by SCE $84,555 Estimated payback (years) 4.5 20D-30