HomeMy WebLinkAbout2008/04/22 Item 11
ITEM TITLE:
SUBMITTED BY:
REVIEWED BY:
CITY COUNCIL
AGENDA STATEMENT
April 22, 2008 ItemL
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA APPROVING THE FIRST AMENDMENT TO
THE AGREEMENT WITH DOUGLAS R. NEWMAN
RELATED TO THE WORK OF THE NATIONAL ENERGY
CENTER FOR SUSTAINABLE COMMUNITIES AND THE
CHULA VISTA RESEARCH PROJECT TO ANALYZE HOW
THE RESULTS OF THE CHULA VISTA RESEARCH
PROJECT RELATE SPECIFICALLY TO CALIFORNIA'S
GLOBAL WARMING SOLUTIONS ACT OF 2006 (AB 32)
AND INCREASING THE CONTRACT AMOUNT BY TEN
THOUSAND DOLLARS ($10,000)
ECONOMIC DEVELOPMENT OFFICER ()')
CITY MANAGER "7 I -Fi:; r D tZ. <Sj
4/5THS VOTE: YES D NO ~
SUMMARY
Since March of 2006, staff has been working with the National Energy Center for
Sustainable Communities (NECSC) to advance responsible use of energy resources
through the planning efforts of three master-planned developments in eastern Chula Vista
(the Chula Vista Research Project) and the Los Vecinos and Creekside Vistas projects. The
resulting recommendations establish a precedent for a comprehensive approach to energy
conservation, efficiency demand management and alternative energy at the individual
building and community infrastructure level. The City previously -entered into an
Agreement with Douglas Newman to publish and disseminate the results of the research of
the NECSC. This amendment will analyze the results of the CVRP as they relate
specifically to the State of California's Global Warming Solutions Act of 2006 (AB32),
and will assist both the City and the State in implementing their respective energy and
climate change policies.
ENVIRONMENTAL REVIEW
The Environmental Review Coordinator has reviewed the proposed activity for compliance
with the California Environmental Quality Act (CEQA) and has determined that the
activity is not a "Project" as defined under Section 15378 of the State CEQA Guidelines,
therefore, pursuant to Section 15060( c )(3) of the State CEQA Guidelines the activity is not
subject to CEQA. Thus, no environmental review is necessary.
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April 22, 2008, Item1L-
Page 2 of3
RECOMMENDATION
That the Council adopt the resolution.
BOARDS/COMMISSION RECOMMENDATION
Not applicable.
DISCUSSION
A primary goal of the Chula Vista Research Project (CVRP) was to disseminate the results
of the NECSC research both regionally and nationally so that other communities could
benefit from the research and individual projects. Funding provided by the California
Energy Commission and the U.S. Department of Energy will produce a set of reference
guides on sustainable community development practices based on extensive modeling of
alternative design options that maximize the use of renewable and advanced energy
technologies and systems. The guides are intended for public and private development
professionals, financial institutions and State and local government agencies.
Mr. Newman has begun to implement a detailed outreach plan to distribute and promote the
guides utilizing funding from the San Diego Gas & Electric (SDG&E) Partnership Grant
Program (Program) administered by the City's Conservation and Environmental Services
Department. The Program was adopted by the City on September 19, 2006, and requires
staff to provide public education and specific energy services that reduce kilowatt and
therm consumption at the local government, commercial and residential level through
December 31, 2008.
The State of California has adopted the AB 32, Executive Order S-3-05, the California
Energy Action Plan and the Integrated Energy Policy Report of 2007. The City Council
recently adopted seven recommendations presented by the City's Climate Change Working
group to reduce the community's greenhouse gas emissions or carbon footprint in order to
meet the City's 2010 greenhouse gas emissions reduction targets. The proposed contract
amendment will analyze the results of the CVRP as they relate specifically to the State of
California's Global Warming Solutions Act of 2006 (AB32), and will assist both the City
and the State in implementing their respective energy and climate change policies. More
specifically, the amendment will highlight the City's sustainable urban energy planning
and explain how these techniques can contribute to closing the gap between mandatory
requirements, utility programs, and codes and standards in striving to cost-effectively
achieve greenhouse gas emission reductions and energy savings throughout California.
DECISION MAKER CONFLICT
Staff has reviewed the decision contemplated by this action and has determined that it is
not site specific and consequently the 500 foot rule found in California Code of
Regulations Section 1 8704.2(a)(l) is not applicable to this decision.
FISCAL IMPACT
There is no fiscal impact to the General Fund as a result of adopting this recommendation.
To date, funding in the amount of$158,000 has been appropriated for this agreement in the
City's Conservation Fund under the San Diego Gas & Electric Energy Partnership Grant
Program, as approved and adopted on December 12, 2006, for costs associated with the
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ApriI22,2008,hem~
Page 3 of3
scope of work contemplated in the subject agreement. Funds in the amount of$IO,OOO are
currently available in the Conservation Fund and will be allocated to allow for the
commencement of the amended scope of work contemplated in Attachment No. 1.
ATTACHMENTS
I. First Amendment to the Agreement between the City of Chula Vista and Douglas R.
Newman for Professional Services related to the Chula Vista Research Project
Outreach Initiative
Prepared by:
Craig Ruiz, Principal Economic D<Nelopment Specialist
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THE A TT ACHED AGREEMENT HAS BEEN REVIEWED
AND APPROVED AS TO FORM BY THE CITY
ATTORNEY'S OFFICE AND WILL BE
FORMALLY SIGNED UPON APPROVAL BY
THE CITY COUNCIL
L-/it~ (~/~
Ann Moore
City Attorney
Dated: '-I / lIP / () 1
j (
First Amendment to the
Agreement between the City of Chula Vista
and Pacific Municipal Consultants
for the provision of Auditing and Engineering Services
required for the update of the Poggi Canyon Basin Gravity Sewer
Development Impact Fee and closure of various
Assessment District Improvement Funds
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~RSTAMENDMENTTOTHEAGREEMENTBETWEEN
THE CITY OF CHULA VISTA
AND DOUGLAS R. NEWMAN
For Professional Services related to the Chula Vista Research Project Outreach
Initiative
RECITALS
WHEREAS, the City and Douglas R. Newman (Consultant) entered into an
agreement (Agreement) dated December 3, 2007, for the preparation and execution of a
detailed outreach plan to disseminate the Chula Vista Research Project (CVRP) Reference
Guides; and
WHEREAS, the City and Consultant desire to utilize the services of Larisa
Dobriansky as a subconsultant to assist in establishing the value proposition of sustainable
urban energy planning and to explain how the techniques described in the Reference Guides
can contribute to closing the gap between mandatory requirements, utility programs, and
codes and standards in striving to cost-effectively capture the economic potential for
greenhouse gas emission reductions and energy savings within California.
NOW, THEREFORE, the City and Consultant agree as follows:
AGREEMENT
1. Exhibit A, Paragraph 8. Scope of Work and Schedule, A. Detailed Scope of Work, after
"2008 Schedule, October through December - deliver presentations at conferences" insert the
following:
"Subconsultant shall perform the following tasks:
Task 5 - Subconsultant shall review and document the process in which the Reference
Guides and case studies were developed, consulting with the City, San Diego Gas & Electric,
the California Energy Commission, the National Energy Center for Sustainable
Communities, the Burnham-Moores Center, San Diego State University and the Otay Land
Company and McMillin Development Company.
Task 6 - Subconsultant shall research the status of sustainable urban energy planning in
California generally, but with particular focus upon the San Diego region to delineate the
processes developed in the City and the San Diego region as models.
Task 7 - Subconsultant shall evaluate the Reference Guides and case studies in light of
California's energy and climate priorities as reflected in AB-32, the Governor's Executive
Order, the Energy Action Plan, the 2007 Integrated Energy Policy Report and the various
proceedings in which climate and energy implementation strategies are being formulated.
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Task 8 - Draft the White Paper on Sustainable Urban Energy Planning. The White Paper
shall draw from the Reference Guides and case studies to explain the importance of
establishing sustainable urban energy planning processes in California to help capture the
economic potential within the State for greenhouse emissions reductions and energy savings.
The White Paper shall explain what sustainable urban energy planning means; how it
changes the traditional role oflocal and regional govermnents with respect to strategic
growth management and land-use development; how it extends beyond "smart growth"
planning; how it can be institutionalized building upon existing local and regional
govermnent decision-making frameworks; and how it would concretely contribute to
achieving California's energy and climate goals.
In addition, the White Paper shall review the importance of the decision support tools and
methods described in the Reference Guides to increase the analytical capability oflocal and
regional officials, along with utilities, developers, financiers and others to first, assess
systematically the costs and benefits of alternative urban design and siting scenarios, and
second, to structure and fund effective local energy-related programs, measures and
partnerships to overcome technical, institutional and other barriers to reducing per capita
energy consumption and greenhouse gas emissions. Finally, the White Paper shall discuss
the value of such decision support tools in promoting innovative fmancing schemes with the
private sector and in underpinning decisions to attract investment in infrastructure that can
accommodate advanced and emerging energy technologies.
Deliverable - White Paper on Sustainable Urban Energy Planning
Task 9 - Subconsultant shall draft a report entitled Recommendations to Advance
Sustainable Urban Energy Planning in California. Based on the Reference Guides and case
studies, this Report shall offer recommendations concerning how sustainable urban energy
planning could be advanced within California, taking into account existing local and regional
planning frameworks and using processes developed in the City and the San Diego region as
models. Also, this Report shall set forth policy and implementation recommendations for the
Climate Action Team, the AB-32 Economic and Technology Advancement and Market
Advisory Committees arising from the Los Vicinos and Creekside Vistas development
projects undertaken through partnerships between the City, San Diego Gas & Electric, the
California Energy Commission and the developers.
This Report shall incorporate input received at the Outreach Planning Workshop.
Deliverable - Recommendations to Advance Sustainable Urban Energy Planning in
California."
2. Exhibit A, Paragraph 8. Scope of Work and Schedule, B. Date for Commencement of
Consultant Services, add the following: "The Effective Date of this First Amendment is
April I, 2008."
3. Exhibit A, Paragraph 8. Scope of Work and Schedule, C. Dates or Time Limits for
Delivery of Deliverables, after "Deliverable No.4: No later than December 3 L 2008" add
the following: "Deliverable No.8: No later than September 30. 2008. Deliverable No.9: No
later than September 30. 2008."
2
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4. Exhibit A, Paragraph 10. Compensation, Single Fixed Fee Amount, delete "One Hundred
Fifty-Eight Thousand Dollars ($158,000.00)" and replace with the following: "One Hundred
Sixty-Eight Thousand Dollars ($168,000.00)".
5. Exhibit A, Paragraph 16, Permitted Subconsultants, delete "N/A" and replace with the
following: "Larisa Dobriansky".
All other terms of the Agreement shall remain in full force and effect.
[Next Page is Signature Page.]
3
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SIGNATURE PAGE
TO THE FIRST AMENDMENT TO THE AGREEMENT BETWEEN
CITY OF CHULA VISTA
AND DOUGLAS R. NEWMAN
For Professional Services related to the Chula Vista Research Project Outreach Initiative
IN WITNESS WHEREOF, City and Consultant have executed this First Amendment to the
Agreement indicating that they have read and understood the First Amendment and indicate
their full and complete consent to its tenns:
Dated:
,2008
City ofChula Vista
By:
Cheryl Cox, Mayor
Attest:
Donna Norris, Interim City Clerk
Approved as to form:
Ann Moore, City Attorney
Dated: "/~ /,.;:;' - C i\
c:"- .- {---
~~~-r r____
~'lj
uugra~ R:Newm~ J
By:'
Exhibit List to First Amendment to Agreement:
(X) Agreement between the City ofChula Vista and Douglas R, Newman dated December 3,
2007
J'lAttoml.:y\ELlSAIAGREEMENTS\Douglas R. Newman Agreement first Amendment.doc
4
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First Amendment to the Agreement between
City of Chula Vista
and
Douglas R. Newman
for Professional Services related to
the Chula Vista Research Project Outreach Initiative
This First Amendment is entered into effective as of April 1. 2008, by and between the City
of Chula Vista (City) and Douglas R. Newman (Consultant) with reference to the following
facts:
WHEREAS, the City and Consultant entered into an agreement (Original Agreement), dated
December 3,2007, whereby Consultant provides consulting services to the City for
professional services related to the Chula Vista Research Project Outreach Initiative; and
WHEREAS, the City and Consultant now desire to amend the Original Agreement to allow
for the Consultant to utilize the services of Larisa Dobriansky as a subconsultant to assist in
the preparation of the Outreach Initiative, establishing the value proposition of sustainable
urban energy planning and to explain how the techniques described in the reference guides
can contribute to closing the gap between mandatory requirements, utility programs, and
codes and standards in striving to capture cost-effectively the economic potential for
greenhouse gas emission reductions and energy savings within California.
NOW, THEREFORE, in consideration of the recitals and the mutual obligation of
the parties set forth herein, the Agency and Consultant do hereby mutually agree as
follows:
1. Section 8 of Attachment A of the Original Agreement, entitled Scope of Work
and Schedule is hereby amended as follows:
A. Consultant Detailed Scope of Work:
Task 1 - Consultant shall conduct a workshop in the San Diego Region to develop outreach plan
components and an implementation strategy that will engage professional associations and
special interest organizations across the State in the delivery of the resource guides to their
constituents. Consultant shall determine the participants who shall include senior representatives
of California investor-owned and municipal utilities, the design-development- building and finance
industries, and local municipal authorities.
Dellverables - An Outreach Planning Workshop, and an Outreach Plan & Implementation
Strategy.
Task 2 - Consultant shall negotiate with professional and trade organizations to obtain their
commitment to assist in the distributing of the Resource Guides to their members. Distribution will
take place via transmission of electronic file versions of the guides to their members, special
articles about the guides in regular newsletters and or opportunities to present and distribute the
guides at their conferences.
Deliverables - A minimum of 5 Participant Commitments to assist with the distribution of
Resource Guides.
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Task 3 - Consultant shall design and compose the outreach/marketing components for the
reference guides (conversion of the guides into appealing text and graphic layouts suitable for the
targeted lay audiences). The specific components will be determined by the workshop and co-
designed with SDG&E and City of Chula Vista staffs.
Oeliverables -
- One branded set of hardcopy/printed guides;
- A CD version of the guides suitable for duplication;
- Promotional ad-coPY suitable for placement in magazines & websites;
- A promotional multi-media presentation and script;
- A joint Chula Vista - California Energy Commission - SDG&E Press Release;
- A joint media event to announce the guides in the San Diego Region & Sacramento;
- An opinion/editorial piece for media outlets;
Task 4 - Prepare and deliver promotional speeches at a minimum of 5 key conferences in the
State of California during 2008.
Oeliverables - Presentation of Reference Guides at a minimum of 5 Conferences in California
2008 Schedule
December 2007 - Arrange planning workshop logistics & recruit participants
January 2008 - Conduct workshop & schedule fall speaking engagements
February & March - secure partner commitments & resources
April through July - design & compose outreach components
August & September - print & package guides & outreach materials
October - conduct media events & distribute guides & outreach materials
October through December - deliver presentations at conferences
B. Subconsultant Detailed Scope of Work:
Task 1 - Review and document the process in which the Reference Guides and case
studies were developed, consulting with the municipality of Chula Vista, San Diego Gas &
Electric, the California Energy Commission, the National Energy Center for Sustainable
Communities, the Burnham-Moores Center, San Diego State University and the developers.
Task 2 - Research the status of sustainable urban energy planning in California generally,
but with particular focus upon the San Diego region to delineate the processes developed in
Chula Vista and the San Diego region as models.
Task 3 - Evaluate the Reference Guides and case studies in light of California's energy and
climate priorities as reflected in AB-32, the Governor's Executive Order, the Energy Action
Plan, the 2007 Integrated Energy Policy Report and the various proceedings in which
climate and energy implementation strategies are being formulated.
Task 4 - Draft the first deliverable on the Sustainable Urban Energy Planning Process
underpinning the two Chula Vista development projects.
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Task 5 - Draft the second deliverable articulating next steps in advancing sustainable urban
energy planning and policy and implementation strategy recommendations, taking into
account the inputs at the workshops held in connection with the Chula Vista Research
Projects, as well as the workshop for the Outreach Plan.
Deliverables.
1. White Paper on Sustainable Urban Energy Planning: The first deliverable would
draw from the Reference Guides and case studies to explain the importance of
establishing sustainable urban energy planning processes in California to help
capture the economic potential within the State for greenhouse emissions reductions
and energy savings. Among other things, this White Paper would explain what
sustainable urban energy planning means; how it changes the traditional role of local
and regional governments with respect to strategic growth management and land-
use development; how it extends beyond "smart growth" planning; how it can be
institutionalized building upon existing local and regional government decision-
making frameworks; and how it would concretely contribute to achieving California's
energy and climate goals.
In particular, this document would review the importance of the decision support
tools and methods described in the Reference Guides to increase the analytical
capability of local and regional officials, along with utilities, developers, financiers
and others, to: (1) assess systematically the costs and benefits of alternative urban
design and siting scenarios; and (2) structure and fund effective local energy-related
programs, measures and partnerships to overcome technical, institutional and other
barriers to reducing per capita energy consumption and greenhouse gas emissions.
In addition, the White Paper would discuss the value of such decision support tools
in promoting innovative financing schemes with the private sector and in
underpinning decisions to attract investment in infrastructure that can accommodate
advanced and emerging energy technologies.
2. Recommendations to Advance Sustainable Urban Enerqv Planninq in California:
Based on the Reference Guides and case studies, the second deliverable would
offer recommendations concerning how sustainable urban energy planning could be
advanced within California, taking into account existing local and regional planning
frameworks and using processes developed in Chula Vista and the San Diego
region as models. Also, this deliverable would set forth policy and implementation
recommendations for the Climate Action Team, the AB-32 Economic and
Technology Advancement and Market Advisory Committees and other venues,
arising from the two Chula Vista development projects undertaken through
partnerships between the municipality, San Diego Gas & Electric, the California
Energy Commission and the developers.
2008 Schedule:
April and May - Attend workshops for the Chula Vista Research Project and Outreach Plan:
perform research on the status of sustainable urban energy planning in California and
particularly in the San Diego region: review and document the urban energy planning
process undertaken in connection with the Chula Vista Research project; research the
relevant authorities reflecting California's energy and climate priorities and ascertain the
status of the relevant agency proceedings and venues.
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June and July - Develop the two document deliverables.
August and September - Print and package deliverables with guides and outreach
materials.
2. Section 10 of Attachment A of the Oriainal Aareement. entitled Compensation
is hereby amended as follows:
_10. Compensation:
A. (X) Single Fixed Fee Arrangement.
For performance of all of the Defined Services by Consultant as herein required, City
shall pay a single fixed fee in the amounts and at the times or milestones or for the
Deliverables set forth below: .
Single Fixed Fee Amount: One Hundred Sixtv Eiaht Thousand Dollars ($168.000.00),
payable as follows:
Milestone or Event or Deliverable
Amount or Percent of Fixed Fee
(X) 1. Interim Monthly Advances. The City shall make interim monthly advances
against the compensation due for each phase on a percentage of completion
basis for each given phase such that, at the end of each phase only the
compensation for that phase has been paid. Any payments made hereunder
shall be considered as interest free loans that must be returned to the City if the
Phase is not satisfactorily completed. If the Phase is satisfactorily completed, the
City shall receive credit against the compensation due for that phase. The
retention amount or percentage set forth in Paragraph 19 is to be applied to each
interim payment such that, at the end of the phase, the full retention has been
held back from the compensation due for that phase. Percentage of completion
of a phase shall be assessed in the sole and unfettered discretion by the
Contracts Administrator designated herein by the City, or such other person as
the City Manager shall designate, but only upon such proof demanded by the
City that has been provided, but in no event shall such interim advance payment
be made unless the Contractor shall have represented in writing that said
percentage of completion of the phase has been performed by the Contractor.
The practice of making interim monthly advances shall not convert this
agreement to a time and materials basis of payment.
B. ( ) Phased Fixed Fee Arrangement.
For the performance of each phase or portion of the Defined Services by Consultant as
are separately identified below, City shall pay the fixed fee associated with each phase of
Services, in the amounts and at the times or milestones or Deliverables set forth. Consultant
shall not commence Services under any Phase, and shall not be entitled to the
compensation for a Phase, unless City shall have issued a notice to proceed to Consultant
as to said Phase.
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Phase
1.
2.
3.
Fee for Said Phase
$
$
$
( ) 1. Interim Monthly Advances. The City shall make interim monthly advances
against the compensation due for each phase on a percentage of completion
basis for each given phase such that, at the end of each phase only the
compensation for that phase has been paid. Any payments made hereunder
shall be considered as interest free loans that must be returned to the City if the
Phase is not satisfactorily completed. If the Phase is satisfactorily completed, the
City shall receive credit against the compensation due for that phase. The
retention amount or percentage set forth in Paragraph 19 is to be applied to each
interim payment such that, at the end of the phase, the full retention has been
held back from the compensation due for that phase. Percentage of completion
of a phase shall be assessed in the sole and unfettered discretion by the
Contracts Administrator designated herein by the City, or such other person as
the City Manager shall designate, but only upon such proof demanded by the
City that has been provided, but in no event shall such interim advance payment
be made unless the Contractor shall have represented in writing that said
percentage of completion of the phase has been performed by the Contractor.
The practice of making interim monthly advances shall not convert this
agreement to a time and materials basis of payment.
C. ( ) Hourly Rate Arrangement
For performance of the Defined Services by Consultant as herein required, City shall
pay Consultant for the productive hours of time spent by Consultant in the performance
of said Services, at the rates or amounts set forth in the Rate Schedule herein below
according to the following terms and conditions:
(1) ( ) Not-to-Exceed Limitation on Time and Materials Arrangement
Notwithstanding the expenditure by Consultant oftime and materials in excess of
said Maximum Compensation amount, Consultant agrees that Consultant will
perform all of the Defined Services herein required of Consultant for $
including all Materials, and other "reimbursables" ("Maximum Compensation").
(2) ( ) Limitation without Further Authorization on Time and Materials Arrangement
At such time as Consultant shall have incurred time and materials equal to
("Authorization Limit"), Consultant shall not be
entitled to any additional compensation without further authorization issued in writing
and approved by the City. Nothing herein shall preclude Consultant from providing
additional Services at Consultant's own cost and expense.
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Rate Schedule
Name of Consultant
Hourly Rate
Category of Employee
$
$
( ) Hourly rates may increase by 6% for services rendered after [month], 20_, if
delay in providing services is caused by City.
3. Section 16 of Attachment A of the Oriainal Aareement. entitled Permitted
Subconsultants is hereby amended as follows:
Larisa Dobriansky
[Remainder of page intentionally left blank]
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Signature Page
to
First Amendment to the Agreement between
City of Chula Vista
and
Douglas R. Newman
for Consulting Services related to
the Chula Vista Research Project Outreach Initiative
IN WITNESS WHEREOF, City and Consultant have executed this Agreement
thereby indicating that they have read and understood same, and indicate their full and
complete consent to its terms:
Dated:
,2008
City of Chula Vista
by:
Suzanne Brooks, Purchasing Agent
Approved as to form:
Ann Moore, City Attorney
Dated:
By:
Douglas R. Newman
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Agreement between
City of Chula Vista
and
Douglas R. Newman
for Professional Services related to the Chula Vista Research Project Outreach Initiative
Ibis agreement ("Agreement"), dated December 3, 2007 for the purposes of reference only,
and effective as of the date last executed unless another date is otherwise specified in Exhibit A,
Paragraph 1, is between the City-related entity as is indicated on Exhibit A, Paragraph 2, as such
("City"), whose business form is set forth on Exhibit A, Paragraph 3, and the entity indicated on
the attached Exhibit A, Paragraph 4, as Consultant, whose business form is set forth on
Exhibit A, Paragraph 5, and whose place of business and telephone numbers are set forth on
Exhibit A, Paragraph 6 ("Consultant"), and is made with reference to the following facts:
Recitals
Whereas, the National Energy Center for Sustainable Communities (NECSC) was founded
by the City ofChula Vista, San Diego State University (SDSU); and the Gas Technology
Institute (GTI), and with the support of the U.S. Department of Energy; and
Whereas, the NECSC's mission is to promote healthier and more productive communities by
integrating cleaner energy systems and energy-smart planning and design into new development
and redevelopment projects; and
Whereas, the NECSC executes its mission through collaborative research, demonstration and
capacity-building (education and training) initiatives among government agencies, universities,
utilities, companies and nongovernmental organizations across the nation; and
Whereas, the NECSC is currently undertaking the Chula Vista Research Project (CVRP),
which will research technologies, plans, public policies and market-feasible business models for
energy- and resource-efficient community development in Chula Vista; and
Whereas, the NECSC is collaborating with government agencies, companies and utilities to
create a national demonstration site for energy-smart community development through the
ultimate creation of up to 20-30 showcase technology, land use and management practice
demonstration sites across the City of Chula Vista; and.
Whereas, the NECSC and its partners has received to date over one million dollars in
contract research funding from the U.S. Department of Energy, the California Energy
Commission and San. Diego Gas and Electric Company to conduct research on the CVRP and
related proj ects; and
Whereas, the NEeSC intends to publish the results of the research in the form of reference
guides based on the extensive modeling of alternative design options that maximize the use of
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Page 1
,c. .Cn)
renewable and advanced energy-efficient technologies and systems that will allow development
professionals and government agencies throughout California to utilize and incorporate the
research findings into other development projects; and
Whereas, on September 19,2006, the City Council accepted the grant for the San Diego Gas
& Electric (SDG&E) Partnership Program; and
Whereas, Mr. Newman is the Director of the National Energy Center for Sustainable
Communities, a joint partnership between the City of Chula Vista, SDSU and GT! that is
advancing energy-efficient community development in California -the subject matter of the
CVRP reference guides; and
Whereas, Mr. Newman holds Masters Degrees in urban and regional plRnning and public
policy and atlministration and served as a senior program manager for the U.S. Environmental
Protection Agency and the National Oceanic and Atmospheric Administration, where he was
responsible for national outreach programs similar in nature to proposed CVRP Outreach
Initiative. Additionally, Mr. Newman has successfully designed and managed two previous
projects on related subjects for the City of Chula Vista - SDG&E Energy Efficiency Partnership
Program; and
Whereas, Mr. Newman has had an intimate involvement in creating, negotiating, and
managing the CVRP from start to finish, and his principal authorship of its final technical reports
and the reference guides that will be disseminated through the proposed outreach initiative; and
Whereas, Mr. Newman warrants and represents that he is experienced and staffed in a
manner such that he is and can prepare and deliver the services required of Consultant to City
within the time frames herein provided all in accordance with the terms and conditions of this
Agreement; and
(End of Recitals. Next Page starts Obligatory Provisions.)
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Page 2
NOW, TIIEREFORE, BE IT RESOLVED that the City and Consultant do hereby mutually
agree as follows:
1. Consultant's Duties
A. General Duties
Consultant shall perform all of the services described on the attached Exhibit A, Paragraph 7,
entitled "General Duties"; and,
B. Scope of Work and Schedule
In the process of performing and delivering said "General Duties", Consultant shall also
perform all of the services described in Exhibit A, Paragraph 8, entitled "Scope of Work and
Schedule", not inconsistent with the General Duties, according to, and within the time frames set
forth in Exhibit A, Paragraph 8, and deliver to City such Deliverables as are identified in Exhibit
A, Paragraph 8, within the time frames set forth therein, time being of the essence of this
agreement. The General Duties and the work and deliverables required in the Scope of Work and
Schedule shall be herein referred to as the "Defined Services". Failure to complete the Defined
Services by the times indicated does not, except at the option of the City, operate to terminate
this Agreement.
C. Reductions in Scope of Work
City may independently, or upon request from Consultant, from time to time reduce the
Defined Services to be performed by the Consultant under this Agreement. Upon doing so, City
and Consultant agree to meet in good faith and confer for the purpose of negotiating a
corresponding reduction in the compensation associated with said reduction.
D. Additional Services
In addition to performing the Defined Services herein set forth, City may require Consultant
to perform additional consulting services related to the Defined Services (" Additional Services"),
and upon doing so in writing, if they are within the scope of services offered by Consultant,
Consultant shall perform same on a time and materials basis at the rates set forth in the "Rate
Schedule" in Exhibit A, Paragraph 1 O(C), unless a separate fixed fee is otherwise agreed upon.
All compensation for Additional Services shall be paid monthly as billed.
E. Standard of Care
Consultant, in performing any Services under this agreement, whether Defined Services or
Additional Services, shall perform in a manner consistent with that level of care and skill
ordinarily exercised by members of the profession currently practicing under similar conditions
and in similar locations.
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Page 3
F. Insurance
Consultant must procure insurance against claims for injuries to persons or damages to
property that may arise from or in connection with the performance of the work under the
contract and the results of that work by the Consultant, his agents, representatives, employees or
subcontractors and provide documentation of same prior to co=encement of work. The
insurance must be maintained for the duration of the contract.
Minimum Scope of Insurance
Coverage must be at least as broad as:
(I) Insurance Services Office Co=ercial General Liability coverage (occurrence Form
CG0001).
(2) Insurance Services Office Form Number CA 0001 covering Automobile Liability,
Code 1 (any auto).
(3) Workers' Compensation insurance as required by the State of California and
Employer's Liability Insurance.
(4) Professional Liability or Errors & Omissions Liability insurance appropriate to the
Consultant's profession. Architects' and Engineers' coverage is to be endorsed to
include contractual liability.
Minimum Limits of Insurance
Contractor must maintain limits no less than:
1. General Liability:
(Including operations,
products and completed
operations, as applicable)
2. Automobile Liability:
3. Workers' Compensation
Employer's Liability:
4. Professional Liability or
Errors & Omissions
Liability:
$1,000,000 per occurrence for bodily injury, personal injury and
property damage. If Co=ercial General Liability insurance
with a general aggregate limit is used, either the general
aggregate limit must apply separately to this project/location or
the general aggregate limit must be twice the required occurrence
limit.
$1,000,000 per accident for bodily injury and property damage.
Statutory
$1,000,000 each accident
$1,000,000 disease-policy limit
$1,000,000 disease-each employee
$1,000,000 each occurrence
Deductibles and Self-Insured Retentions
11-19
Page 4
Any deductibles or self-insured retentions must be declared to and approved by the City. At
the option of the City, either the insurer will reduce or eliminate such deductibles or self-insured
retentions as they pertain to the City, its officers, officials, employees and volunteers; or the
Consultant will provide a financial guarantee satisfactory to the City guaranteeing payment of
losses and related investigations, claim administration, and defense expenses.
Other Insurance Provisions
The general liability, automobile liability, and where appropriate, the worker's compensation
policies are to contain, or be endorsed to contain, the following provisions:
(1) The City ofChula Vista, its officers, officials, employees, agents, and volunteers are
to be named as additional insureds with respect to liability arising out of automobiles
owned, leased, hired or borrowed by or on behalf of the Consultant, where applicable,
and, with respect to liability arising out of work or operations performed by or on
behalf of the Consultant, including providing materials, parts or equipment furnished
in connection with such work or operations. The general liability additional insured
coverage must be provided in the form of an endorsement to the contractor's
insurance using ISO CG 2010 (11/85) or its equivalent. Specifically, the endorsement
must not exclude Products/Completed Operations coverage.
(2) The Consultant's General Liability insurance coverage must be primary insurance as
it pertains to the City, its officers, officials, employees, agents, and volunteers. Any
insurance or self-insurance maintained by the City, its officers, officials, employees,
or volunteers is wholly separate from the insurance of the contractor and in no way
relieves the contractor from its responsibility to provide insurance.
(3) The insurance policy required by this clause must be endorsed to state that coverage
will not be canceled by either party, except after thirty (30) days' prior written notice
to the City by certified mail, return receipt requested.
(4) Coverage shall not extend to any indemnity coverage for the active negligence of the
additional insured in any case where an agreement to indemnify the additional insured
would be invalid under Subdivision (b) of Section 2782 of the Civil Code.
(5) Consultant's insurer will provide a Waiver of Subrogation in favor of the City for
each required policy providing coverage during the life of this contract.
If General Liability, Pollution and/or Asbestos Pollution Liability and/or Errors & Omissions
coverage are written on a claims-made form:
(1) The "Retro Date" must be shown, and must be before the date of the contract or the
beginning of the contract work.
(2) Insurance must be maintained and evidence of insurance must be provided for at least
five (5) years after completion of the contract work.
11-20
Page 5
(3) If coverage is canceled or non-renewed, and not replaced with another claims-made
policy form with a "Retro Date" prior to the contract effective date, the Consultant
must purchase "extended reporting" coverage for a minimum offive (5) years after
completion of contract work.
. (4) A copy of the claims reporting requirements must be submitted to the City for review.
Acceptability of Insurers
Insurance is to be placed with licensed insurers admitted to transact business in the State of
California with a current A.M. Best's rating of no less than A V. If insurance is placed with a
surplus lines insurer, insurer must be listed on the State of California List of Eligible Surplus
Lines Insurers ("LESLI") with a current A.M. Best's rating of no less than A X. Exception may
be made for the State Compensation Fund when not specifically rated.
Verification of Coverage
Consultant shall furnish the City with original certificates and amendatory endorsements
effecting coverage required by this clause. The endorsements should be on insurance industry
forms, provided those endorsements or policies conform to the contract requirements. All
certificates and endorsements are to be received and approved by the City before work
commences. The City reserves the right to require, at any time, complete, certified copies of all
required insurance policies, including endorsements evidencing the coverage required by these
specifications.
Subcontractors
Consultants must include all subconsultants as insureds under its policies or furnish separate
certificates and endorsements for each subconsultant. All coverage for subconsultants are subject
to all of the requirements included in these specifications.
G. Security for Performance
(I) Performance Bond
In the event that Exhibit A. at Paragraph 18, indicates the need for Consultant to provide
a Performance Bond (indicated by a check mark in the parenthetical space immediately
preceding the subparagraph entitled "Performance Bond"), then Consultant shall provide to the
City a performance bond in the form prescribed by the City and by such sureties which are
authorized to transact such business in the State of California, listed as approved by the United
States Department of Treasury Circular 570, htto://www.fms.treas.e:ov/c570. and whose
underwriting limitation is sufficient to issue bonds in the amount required by the agreement, and
which also satisfy the requirements stated in Section 995.660 of the Code of Civil Procedure,
except as provided otherwise by laws or regulations. All bonds signed by an agent must be
accompanied by a certified copy of such agent's authority to act. Surety companies must be duly
licensed or authorized in the jurisdiction in which the Project is located to issue bonds for the
11-21
Page 6
limits so required. Form must be satisfactory to the Risk Ma.1iager or City Attorney which
amount is indicated in the space adjacent to the term, "Performance Bond", in said Exhibit A,
Paragraph 18.
(2) Letter of Credit
In the event that Exhibit A, at Paragraph 18, indicates the need for Consultant to provide
a Letter of Credit (indicated by a check mark in the parenthetical space immediately preceding
the subparagraph entitled "Letter of Credit"), then Consultant shall provide to the City an
irrevocable letter of credit callable by the City at their unfettered discretion by submitting to the
bank a letter, signed by the City Manager, stating that the Consultant is in breach of the terms of
this Agreement The letter of credit shall be issued by a bank, and be in a form and amount
satisfactory to the Risk Manager or City Attorney which amount is indicated in the space
adjacent to the term, "Letter of Credit", in said Exhibit A, Paragraph 18.
(3) Other Security
In the event that Exhibit A, at Paragraph 18, indicates the need for Consultant to provide
security other than a Performance Bond or a Letter of Credit (indicated by a check mark in the
parenthetical space immediately preceding the subparagraph entitled "Other Security"), then
Consultant shall provide to the City such other security therein listed in a form and amount
satisfactory to the Risk Manager or City Attorney.
H. Business License
Consultant agrees to obtain a business license from the City and to otherwise comply with
Title 5 of the Chula Vista Municipal Code.
2. Duties of the City
A. Consultation and Cooperation
City shall regularly consult the Consultant for the purpose of reviewing the progress of the
Defined Services and Schedule therein contained, and to provide direction and guidance to
achieve the objectives of this agreement. The City shall permit access to its office facilities, files
and records by Consultant throughout the term of the agreement. In addition thereto, City agrees
to provide the information, data, items and materials set forth on Exhibit A, Paragraph 9, and
with the further understanding that delay in the provision of these materials beyond thirty (30)
days after authorization to proceed, shall constitute a basis for the justifiable delay in the
Consultant's performance of this agreement
B. Compensation
Upon receipt of a properly prepared billing from Consultant submitted to the City
periodically as indicated in Exhibit A, Paragraph 17, but in no event more frequently than
monthly, on the day of the period indicated in Exhibit A, Paragraph 17, City shall compensate
Consultant for all services rendered by Consultant according to the terms and conditions set forth
11-22
Page 7
in Exhibit A, Paragraph 10, adjacent to the governing compensation relationship indicated by a
"checkmark" next to the appropriate arrangement, subject to the requirements for retention set
forth in Paragraph 18 of Exhibit A, and shall compensate Consultant for out of pocket expenses
as provided in Exhibit A, Paragraph 11.
All billings submitted by Consultant shall contain sufficient information as to the propriety of
the billing to permit the City to evaluate that the amount due and payable thereunder is proper,
and shall specifically contain the City's account number indicated on Exhibit A, Paragraph 17(C)
to be charged upon making such payment.
3. Administration of Contract
Each party designates the individuals ("Contract Administrators") indicated on Exhibit A,
Paragraph 12, as said party's contract administrator who is authorized by said party to represent
them in the routine administration of this agreement.
4. Term
This Agreement shall terminate when the Parties have complied with all executory provisions
hereof.
5. Liquidated Damages
The provisions of this section apply if a Liquidated Damages Rate is provided in Exhibit A,
Paragraph 13.
It is acknowledged by both parties that time is of the essence in the completion of this
Agreement. It is difficult to estimate the amount of damages resulting from delay in
performance. The parties have used their judgment to arrive at a reasonable amount to
compensate for delay.
Failure to complete the Defined Services within the allotted time period specified in this
Agreement shall result in the following penalty: For each consecutive calendar day in excess of
the time specified for the completion of the respective work assignment or Deliverable, the
Consultant shall pay to the City, or have withheld from monies due, the sum of Liquidated
Damages Rate provided in Exhibit A, Paragraph 13 ("Liquidated Damages Rate").
Time extensions for delays beyond the Consultant's control, other than delays caused by the
City, shall be requested in writing to the City's Contract Administrator, or designee, prior to the
expiration of the specified time. Extensions of time, when granted, will be based upon the effect
of delays to the work and will not be granted for delays to minor portions of work uuless it can
be shown that such delays did or will delay the progress of the work.
6. Financial Interests of Consultant
A. Consultant is Designated as an FPPC Filer
11-23
Page 8
If Consultant is designated on Exluoit A, Paragraph 14, as an "FPPC filer", Consultant is
deemed to be a "Consultant" for the purposes of the Political Reform Act conflict of interest and
disclosure provisions, and shall report economic interests to the City Clerk on the required
Statement of Economic Interests in such reporting categories as are specified in Paragraph 14 of
Exhibit A, or ifnone are specified, then as determined by the City Attorney.
B. Decline to Participate
Regardless of whether Consultant is designated as an FPPC Filer, Consultant shall not make,
or participate in making or in any way attempt to use Consultant's position to influence a
governmental decision in which Consultant knows or has reason to know Consultant has a
financial interest other than the compensation promised by this Agreement.
C. Search to Determine Economic Interests
Regardless of whether Consultant is designated as an FPPC Filer, Consultant warrants and
represents that Consultant has diligently conducted a search and inventory of Consultant's
economic interests, as the term is used in the regulations promulgated by the Fair Political
Practices Commission, and has determined that Consultant does not, to the best of Consultant's
knowledge, have an economic interest which would conflict with Consultant's duties under this
agreement.
D. Promise Not to Acquire Conflicting Interests
Regardless of whether Consultant is designated as an FPPC Filer, Consultant further warrants
and represents that Consultant will not acquire, obtain, or assume an economic interest during the
term of this Agreement which would constitute a conflict of interest as prohibited by the Fair
Political Practices Act.
E. Duty to Advise of Conflicting Interests
Regardless of whether Consultant is designated as an FPPC Filer, Consultant further warrants
and represents that Consultant will immediately advise the City Attorney of City if Consultant
learns of an economic interest of Consultant's that may result in a conflict of interest for the
purpose of the Fair Political Practices Act, and regulations promulgated thereunder.
F. Specific Warranties Against Economic Interests
Consultant warrants and represents that neither Consultant, nor Consultant's immediate
family members, nor Consultant's employees or agents ("Consultant Associates") presently have
any interest, directly or indirectly, whatsoever in any property which may be the subject matter
of the Defined Services, or in any property within 2 radial miles from the exterior boundaries. of
any property which may be the subject matter of the Defined Services, ("Prohibited Interest"),
other than as listed in Exhibit A, Paragraph 14. .
Consultant further warrants and represents that no promise of future employment,
remuneration, consideration, gratuity or other reward or gain has been made to Consultant or
11-24 _
Page 9
Consultant Associates in connection with Consultant's performance of this Agreement.
Consultant promises to advise City of any such promise that may be made during the Term of
this Agreement, or for twelve months thereafter.
Consultant agrees that Consultant Associates shall not acquire any such Prohibited Interest
within the Term of this Agreement, or for twelve months after the expiration of this Agreement,
except with the written permission of City.
Consultant may not conduct or solicit any business for any party to this Agreement, or for
any third party that may be in conflict with Consultant's responsibilities under this Agreement,
except with the written permission of City.
7. Hold Harmless
Consultant shall defend, indemnify, protect and hold harmless the City, its elected and
appointed officers and employees, from and against all claims for damages, liability, cost and
expense (including without limitation attorneys fees) arising out of or alleged by third parties to
be the result of the negligent acts, errors or omissions or the willful misconduct of the
Consultant, and Consultant's employees, subcontractors or other persons, agencies or ftrms for
whom Consultant is legally responsible in connection with the execution of the work covered by
this Agreement, except only for those claims, damages, liability, costs and expenses (including
without limitations, attorneys fees) arising from the sole negligence or sole willful misconduct of
the City, its officers, employees. Also covered is liability arising from, connected with, caused
by or claimed to be caused by the active or passive negligent acts or omissions of the City, its
agents, officers, or employees which may be in combination with the active or passive negligent
acts or omissions of the Consultant, its employees, agents or officers, or any third party.
With respect to losses arising from Consultant's professional errors or omissions, Consultant
shall defend, indemnify, protect and hold harmless the City, its elected and appointed officers
and employees, from and against all claims for damages, liability, cost and expense (including
without limitation attorneys fees) except for those claims arising from the negligence or willful
misconduct of City, its officers or employees.
Consultant's indemnillcation shall include any and all costs, expenses, attorneys fees and
liability incurred by the City, its officers, agents or employees in defending against such claims,
whether the same proceed to judgment or not. Consultant's obligations under this Section shall
not be limited by arty prior or subsequent declaration by the Consultant. Consultant's obligations
under this Section shall survive the termination of this Agreement.
For those professionals who are required to be licensed by the state (e.g. architects, landscape
architects, surveyors and engineers), the following indemniftcation provisions should be utilized:
(1) Indemnillcation and Hold Harmless Agreement
With respect to any liability, including but not limited to claims asserted or costs, losses,
attorney fees, or payments for injury to any person or property caused or claimed to be caused by
the acts or omissions of the Consultant, or Consultant's employees, agents, and officers, arising
11-25
Page 10
out of any services performed involving this project, except liability for Professional Services
covered under Section 7.2, the Consultant agrees to defend, indemnify, protect, and hold
harmless the City, its agents, officers, or employees from and against all liability. Also covered is
liability arising from, connected with, caused by, or claimed to be caused by the active or passive
negligent acts or omissions of the City, its agents, officers, or employees which may be in
combination with the active or passive negligent acts or omissions of the Consultant, its
employees, agents or officers, or any third party. The Consultant's duty to indemnify, protect and
hold harmless shall not include any claims or liabilities arising from the sole negligence or sole
willful misconduct of the City, its agents, officers or employees. This section in no way alters,
affects or modifies the Consultant's obligation and duties under Section Exhibit A to this
Agreement.
(2) Indemnification for Professional Services.
As to the Consultant's professional obligation, work or services involving this Project,
the Consultant agrees to indemnify, defend and hold harmless the City, its agents, officers and
employees from and against any and all liability, claims, costs, and damages, including but not
limited to, attorneys fees, that arise out of, or pertain to, or relate to the negligence, recklessness
or willful misconduct of Consultant and its agents in the performance of services under this
agreement, but this indemnity does not apply liability for damages for death or bodily injury to
persons, injury to property, or other loss, arising from the sole negligence, willful misconduct or
defects in design by City or the agents, servants, or independent contractors who are directly
responsible to City, or arising from the active negligence of City.
8. Termination of Agreement for Cause
If, through any cause, Consultant shall fail to fulfill in a timely and proper manner
Consultant's obligations under this Agreement, or if Consultant shall violate any of the
covenants, agreements or stipulations of this Agreement, City shall have the right to terminate
this Agreement by giving written notice to Consultant of such termination and specifying the
effective date thereof at least five (5) days before the effective date of such termination. In that
event, all finished or unfinished documents, data., studies, surveys, drawings, maps, reports and
other materials prepared by Consultant shall, at the option of the City, become the property of the
City, and Consultant shall be entitled to receive just and equitable compensation for any work
satisfactorily completed on such documents and other materials up to the effective date of Notice
of Termination, not to exceed the amounts payable hereunder, and less any damages caused City
by Consultant's breach.
9. Errors and Omissions
In the event that the City Administrator determines that the Consultants' negligence, errors,
or omissions in the performance of work under this Agreement has resulted in expense to City
greater than would have resulted if there were no such negligence, errors, omissions, Consultant
shall reimburse City for any additional expenses incurred by the City. Nothing herein is intended
to limit City's rights under other provisions of this agreement.
11-26
Page 11
10. Termination of Agreement for Convenience of City
City may terminate this Agreement at any time and for any reason, by giving specific written
notice to Consultant of such termination and specifying the effective date thereof, at least thirty
(30) days before the effective date of such termination. In that event, all finished and unfinished
documents and other materials described hereinabove shall, at the option of the City, become
City's sole and exclusive property. lfthe Agreement is terminated by City as provided in this
paragraph, Consultant shall be entitled to receive just and equitable compensation for any
satisfactory work completed on such documents and other materials to the effective date of such
termination. Consultant hereby expressly waives any and all claims for damages or
compensation arising under this Agreement except as set forth herein.
11. Assignability
The services of Consultant are personal to the City, and Consultant shall not assign any
interest in this Agreement, and shall not transfer any interest in the same (whether by assignment
or notation), without prior written consent of City.
City hereby consents to the assignment of the portions of the Defined Services identified in
Exhibit A, Paragraph 16 to the subconsultants identified thereat as "Permitted Subconsultants".
12. Ownership, Publication, Reproduction and Use of Material
All reports, studies, information, data, statistics, forms, designs, plans, procedures, systems
and any other materials or properties produced under this Agreement shall be the sole and
exclusive property of City. No such materials or properties produced in whole or in part under
this Agreement shall be subject to private use, copyrights or patent rights by Consultant in the
United States or in any other country without the express written consent of City. City shall have
unrestricted authority to publish, disclose (except as may be limited by the provisions of the
Public Records Act), distribute, and otherwise use, copyright or patent, in whole or in part, any
such reports, studies, data, statistics, forms or other materials or properties produced under this
Agreement.
13. Independent Contractor
City is interested only in the results obtained and Consultant shall perform as an independent
contractor with sole control of the manner and means of performing the services required under
this Agreement. City maintains the right only to reject or accept Consultant's work products.
Consultant and any of the Consultant's agents, employees or representatives are, for all purposes
under this Agreement, an independent contractor and shall not be deemed to be an employee of
City, and none of them shall be entitled to any benefits to which City employees are entitled
including but not limited to, overtime, retirement benefits, worker's compensation benefits,
injury leave or other leave benefits. Therefore, City will not withhold state or federal income tax,
social security tax or any other payroll tax, and Consultant shall be solely responsible for the
payment of same and shall hold the City harmless with regard thereto.
11-27
Page 12
14. Administrative Claims Requirements and Procedures
No suit or arbitration shall be brought arising out of this agreement, against the City unless a
claim bas fIrst been presented in writing and fIled with the City and acted upon by the City in
accordance with the procedures set forth in Chapter 1.34 of the Chula Vista Municipal Code, as
same may from time to time be amended, the provisions ofwbich are incorporated by this
reference as if fully set forth herein, and such policies and procedures used by the City in the
implementation of same.
Upon request by City, Consultant shall meet and confer in good faith with City for the
purpose of resolving any dispute over the terms of this Agreement.
15. Attorney's Fees
Should a dispute arising out of this Agreement result in litigation, it is agreed that the
prevailing party shall be entitled to a judgment against the other for an amount equal to
reasonable attorney's fees and court costs incurred. The "prevailing party" shall be deemed to be
the party who is awarded substantially the relief sought.
16. Statement of Costs
In the event that Consultant prepares a report or document, or participates in the preparation
of a report or document in performing the Defined Services, Consultant shall include, or cause
the inclusion of, in said report or document, a statement of the numbers and cost in dollar
amounts of all contracts and subcontracts relating to the preparation of the report or document.
17. Miscellaneous
A. Consultant not authorized to Represent City
Unless specifIcally authorized in writing by City, Consultant shall have no authority to act as
City's agent to bind City to any contractual agreements whatsoever.
B. Consultant is Real Estate Broker and/or Salesman
If the box on Exhibit A, Paragraph 15 is marked, the Consultant and/or their principals is/are
licensed with the State of California or some other state as a licensed real estate broker or
salesperson. Otherwise, Consultant represents that neither Consultant, nor their principals are
licensed real estate brokers or salespersons.
C. Notices
All notices, demands or requests provided for or permitted to be given pursuant to this
Agreement must be in writing. All notices, demands and requests to be sent to any party shall be
deemed to have been properly given or served ifpersona1ly served or deposited in the United
States mail, addressed to such party, postage prepaid, registered or certifIed, with return receipt
11-28
Page 13
requested, at the addresses identified herein as the places of business for each of the designated
parties.
D. Entire Agreement
This Agreement, together with any other written document referred to or contemplated
herein, embody the entire Agreement and understanding between the parties relating to the
subject matter hereof. Neither this Agreement nor any provision hereof may be amended,
modified, waived or discharged except by an instrument in writing executed by the party against
which enforcement of such amendment, waiver or discharge is sought.
E. Capacity of Parties
Each signatory and party hereto hereby warrants and represents to the other party that it has
legal authority and capacity and direction from its principal to enter into this Agreement, and that
all resolutions or other actions have been taken so as to enable it to enter into this Agreement.
F. Governing LawNenue
This Agreement shall be governed by and construed in accordance with the laws of the State
of California. Any action arising under or relating to this Agreement shall be brought only in the
federal or state courts located in San Diego County, State of California, and if applicable, the
City of Chula Vista, or as close thereto as possible. Venue for this Agreement, and performance
hereunder, shall be the City of Chula Vista.
(End of page. Next page is signature page.)
11-29
Page 14
Signature Page
to
Agreement between
City ofChula Vista
and
Douglas R. Newman
for Professional Services related to the Chula Vista Research Project Outreach Initiative
IN WITNESS WHEREOF, City and Consultant have executed this Agreement thereby
indicating that they have read and understood same, and indicate their full and complete consent
to its terms:
Dated:
J/i!>/o1
I '
City ofChula Vista
By:
o~ fA e~
Cheryl C~, M or
Attest:
~ I~~
"--/ I City Clerk
Approved as to form:
~~.t0 ..J;~ ~
Ann Moore, City Attorney
~/;t//()fJ
Dated:
~..~~
.-..' D{, . an '-... -:J-
/
Exhibit List to Agreement
( X ) Exhibit A
( X ) Exhibit B - Agreement to Jointly Deliver the 2006-2008 City of Chula Vista Energy
Efficiency and Conservation Outreach Program between the City Of Chula Vista and San
Diego Gas & Electric Company, dated July 25, 2006
( X) Exhibit C - Nondisclosure
11-30
Exhibit A
to
Agreement between
City of Chula Vista
and
Douglas R. Newman
1. Effective Date of Agreement: December 3, 2007
2. City-Related Entity:
(X) City of Chula Vista, a municipal chartered corporation of the State of California
( ) Redevelopment Agency of the City of Chula Vista, a political subdivision of the State of
California
( ) Industrial Development Authority of the City of Chula Vista, a
( ) Other:
("City")
, a [insert business form]
3. Place of Business for City:
City of Chula Vista
276 Fourth Avenue
Chula Vista, CA 91910
4. Consultant:
Douglas R. Newman
5. Business Form of Consultant:
( X ) Sole Proprietorship
( ) Partnership
( ) Corporation
6. Place of Business, Telephone and Fax Number of Consultant:
5415 N. Sheridan Road
Suite 1711
Chicago, lL 60640
Voice Phone: (773) 899-0801
11-31
Page 16
7. General Duties:
Consultant will prepare and execute a detailed outreach plan to disseminate the Chula Vista
Research Project (CVRP) Reference Guides to local and state government agencies and private
development companies across the State of California during the 2008 calendar year. This
initiative will be designed as a peer-to-peer program for energy efficiency to conform to the
SDG&E's Partnership fund requirements.
Consultant shall abide by each and every term and condition of the Agreement to Jointly Deliver
the 2006-2008 City of Chula Vista Energy Efficiency and Conservation Outreach Program
between the City Of Chula Vista and San Diego Gas & Electric Company, dated July 25, 2006, a
copy of which is attached hereto as Exhibit B to this Agreement and the Disclosure Agreement,
attached hereto as Exhibit C to this Agreement.
8. Scope of Work and Schedule:
A. Detailed Scope of Work:
Task 1 _ Consultant shall conduct a workshop in the San Diego Region to develop outreach plan
components and an implementation strategy that will engage professional associations and special
interest organizations across the State in the delivery of the resource guides to their constituents.
Consultant shall determine the participants who shall include senior representatives of California
investor-owned and municipal utilities, the design-development- building and finance industries, and
local municipal authorities.
Deliverables - An Outreach Planning Workshop, and an Outreach Plan & Implementation Strategy.
Task 2 _ Consultant shall negotiate with professional and trade organizations to obtain their
commitment to assist in the distributing of the Resource Guides to their members. Distribution will
take place via transmission of electronic file versions of the guides to their members, special articles
about the guides in regular newsletters and or opportunities to present and distribute the guides at their
conferences.
Deliverables - A minimum of 5 Participant Commitments to assist with the distribution of Resource
Guides.
Task 3 _ Consultant shall design and compose the outreach/marketing components for the reference
guides (conversion of the guides into appealing text and graphic layouts suitable for the targeted lay
audiences). The specific components will be determined by the workshop and co-designed with
SDG&E and City of Chula Vista staffs.
Deliverables -
_ One branded set ofhardcopyfprinted guides;
_ A CD version of the guides suitable for duplication;
_ Promotional ad-copy suitable for placement in magazines & websites;
_ A promotional multi-media presentation and script;
_ A joint Chula Vista - California Energy Commission - SDG&E Press Release;
Page 17
11-32
_ A joint media event to announce the guides in the San Diego Region & Sacramento;
_ An opinion/editorial piece for media outlets;
Task 4 _ Prepare and deliver promotional speeches at a minimum of 5 key conferences in the State of
California during 2008.
Deliverables - Presentation of Reference Guides at a minimum of 5 Conferences in California
2008 Schedule
December 2007 - Arrange planning workshop logistics & recruit participants
January 2008 - Conduct workshop & schedule fall speaking engagements
February & March - secure partner commitments & resources
April through July - design & compose outreach components
August & September - print & package guides & outreach materials
October - conduct media events & distribute guides & outreach materials
October through December - deliver presentations at conferences
B. Date for Commencement of Consultant Services:
( X ) Same as Effective Date of Agreement
( ) Other:
C. Dates or Time Limits for Delivery ofDeliverables:
Deliverable No.1: No later than January 31. 2008
Deliverable No.2: No later than March 31. 2008
Deliverable No.3: No later than Julv 31. 2008
Deliverable No.4: No later than December 31. 2008
D. Date for completion of all Consultant services: No later than December 31, 2008
9. Materials Required to be Supplied by City to Consultant:
N/A
10. Compensation:
A. (X) Single Fixed Fee Arrangement.
Page 18
11-33
For performance of all of the Defined Services by Consultant as herein required, City shall
pay a single fixed fee in the amounts and at the times or milestones or for the Deliverables set
forth below:
Single Fixed Fee Amount: One Hundred Fifty Eight Thousand Dollars ($158.000.00),
payable as follows:
Milestone or Event or Deliverable
Amount or Percent of Fixed Fee
(X) 1. Interim Monthly Advances. The City shall make interim monthly advances
against the compensation due for each phase on a percentage of completion basis for
each given phase such that, at the end of each phase only the compensation for that
phase has been paid. Any payments made hereunder shall be considered as interest
free loans that must be returned to the City if the Phase is not satisfactorily
completed. If the Phase is satisfactorily completed, the City shall receive credit
against the compensation due for that phase. The retention amount or percentage set
forth in Paragraph 19 is to be applied to each interim payment such that, at the end of
the phase, the full retention has been held back from the compensation due for that
phase. Percentage of completion of a phase shall be assessed in the sole and
unfettered discretion by the Contracts Administrator designated herein by the City, or
such other person as the City Manager shall designate, but only upon such proof
demanded by the City that has been provided, but in no event shall such interim
advance payment be made unless the Contractor shall have represented in writing that
said percentage of completion of the phase has been performed by the Contractor.
The practice of making interim monthly advances shall not convert this agreement to
a time and materials basis of payment.
B. ( ) Phased Fixed Fee Arrangement.
For the performance of each phase or portion of the Defined Services by Consultant as are
separately identified below, City shall pay the fixed fee associated with each phase of Services,
in the amounts and at the times or milestones or Deliverables set forth. Consultant shall not
co=ence Services under any Phase, and shall not be entitled to the compensation for a Phase,
unless City shall have issued a notice to proceed to Consultant as to said Phase.
PnH<:e
1.
2.
3.
Fee for Said Phase
$
$
$
( ) 1. Interim Monthly Advances. The City shall make interim monthly advances
against the compensation due for each phase on a percentage of completion basis for
each given phase such that, at the end of each phase only the compensation for that
phase has been paid. Any payments made hereunder shall be considered as interest
Page 19
11-34
free loans that must be returned to the City if the Phase is not satisfactorily
completed. If the Phase is satisfactorily completed, the City shall receive credit
against the compensation due for that phase. The retention amount or percentage set
forth in Paragraph 19 is to be applied to each interim. payment such that, at the end of
the phase, the full retention has been held back from the compensation due for that
phase. Percentage of completion of a phase shall be assessed in the sole and
unfettered discretion by the Contracts Administrator designated herein by the City, or
such other person as the City Manager shall designate, but only upon such proof
demanded by the City that has been provided, but in no event shall such interim
advance payment be made unless the Contractor shall have represented in writing that
said percentage of completion of the phase has been performed by the Contractor.
The practice of making interim monthly advances shall not convert this agreement to
a time and materials basis of payment.
C. ( ) Hourly Rate Arrangement
For performance of the Defined Services by Consultant as herein required, City shall pay
Consultant for the productive hours of time spent by Consultant in the performance of said
Services, at the rates or amounts set forth in the Rate Schedule herein below according to the
following terms and conditions: .
(1) ( ) Not-to-Exceed Limitation on Time and Materials Arrangement
Notwithstanding the expenditure by Consultant of time and materials in excess of said
Maximum Compensation amount, Consultant agrees that Consultant will perform all of
the Defined Services herein required of Consultant for $ including all
Materials, and other "reimbursables" ("Maximum Compensation").
(2) ( ) Limitation without Further Authorization on Time and Materials A.rrangement
At such time as Consultant shall have incurred time and materials equal to
("Authorization Limit"), Consultant shall not be entitled
to any additional compensation without further authorization issued in writing and
approved by the City. Nothing herein shall preclude Consultant from providing additional
Services at Consultant's own cost and expense.
Category of Employee
Rate Schedule
Name of Consultant
Hourly Rate
$
$
$
$
$
Page 20
11-35
( ) Hourly rates may increase by 6% for services rendered after [month], 20_, if delay
in providing services is caused by City.
11. Materials Reimbursement Arrangement
For the cost of out of pocket expenses incurred by Consultant in the performance of services
herein required, City shall pay Consultant at the rates or amounts set forth below:
(X) None, the compensation includes aU costs.
Cost or Rate
$
$
$
$
$
$
$
$
$
$
() Reports, not to exceed $
() Copies, not to exceed $
() Travel, not to exceed $
() Printing, not to exceed $
() Postage, not to exceed $
() Delivery, not to exceed $
() Long Distance Telephone Charges, not to exceed $
() Other Actual Identifiable Direct Costs:
, not to exceed $
, not to exceed $
12. Contract Administrators:
City: Craig Ruiz, Principal Community Development Specialist
City of Chula Vista Community Development Department
276 Fourth Avenue
Chula Vista, CA 91910
Consultant: Douglas Newman
5415 N. Sheridan Road
Suite 1711
Chicago, IL 60640
13. Liquidated Damages Rate:
( ) $
( ) Other:
per day.
14. Statement of Economic Interests, Consultant Reporting Categories, per Conflict of Interest
Code:
(X) Not Applicable. Not an FPPC Filer.
Page 21
11-36
( ) FPPC Filer
( ) Category No. 1. Investments and sources of income.
( ) Category No.2. Interests in real property.
( ) Category No.3. Investments, interest in real property and sources of income subject
to the regulatory, permit or licensing authority of the department.
( ) Category No.4. Investments in business entities and sources of income that engage in
land development, construction or the acquisition or sale of real property.
( ) Category No.5. Investments in business entities and sources of income of the type
which, within the past two years, have contracted with the City of Chula Vista
(Redevelopment Agency) to provide services, supplies, materials, machinery or
equipment.
( ) Category No. 6. Investments in business entities and sources of income of the type
which, within the past two years, have contracted with the designated employee's
department to provide services, supplies, materials, machinery or equipment.
( ) Category No.7. Business positions.
( ) List "Consultant Associates" interests in real property within 2 radial miles of Project
Property, if any: N/A
15. ( ) Consultant is Real Estate Broker and/or Salesman
16. Permitted Subconsultants: N/A
17. Bill Processing:
A. Consultant's Billing to be submitted for the following period of time:
(X) Monthly
( ) Quarterly
( ) Other:
B. Day of the Period for submission of Consultant's Billing:
( ) First of the Month
( ) 15th Day of each Month
(X) End of the Month
( ) Other:
Page 22
11-37
C. City's Account Number:
18. Security for Performance
( ) Performance Bond, $
( ) Letter of Credit, $
( ) Other Security:
Type:
Amount: $
( ) Retention. If this space is checked, then notwithstanding other provisions to the contrary
requiring the payment of compensation to the Consultant sooner, the City shall be entitled
to retain, at their option, either the following "Retention Percentage" or "Retention
Amount" until the City determines that the Retention Release Event, listed below, has
occurred:
( ) Retention Percentage:
( ) Retention Amount: $
%
Retention Release Event:
( ) Completion of All Consultant Services
( ) Other:
H:Attomey/2ptylS
Page 23
11-38
AGREEMENT TO JOlNTL Y DELIVER THE 2006-2008 CITY OF CHULA VISTA
ENERGY EFFICIENCY AND CONSERVATION OUTREACH PROGRAM
BETWEEN
CITY OF CHULA VISTA
and
SAN DIEGO GAS & ELECTRIC COMPANY
Dated: July 25, 2006
This program is funded by California utility customers under the alllSpices oithe California
Public Utilities Commission.
2006-2008 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION
OUTREACH PROGRAM AGREEMENT
11-39
THIS AGREEMENT TO JOlNTL Y DELIVER THE 2006-2008 CITY OF CHULA
VISTA ENERGY EFFICIENCY AND CONSERVATION OUTREACH PROGRAM (the
"Agreement"), dated July 25,2006, is effective as of January 1, 2006 ("Effective Date'') by and
among SAN DIEGO GAS & ELECTRIC COMPANY ("SDG&E"), and THE CITY OF CHULA
VISTA ("City"). SDG&E and City may be referred to herein individually as a "Party" and
collectively as the "Parties."
REClT ALS
WHEREAS, on September 22, 2005 the California Public Utilities Commission (the
"Commission'') in D.05-09-043 authorized certain energy efficiency programs to be delivered to
California utility customers for the years 2006 through 2008 and the continuation of programs
where local governmental entities partnered with utilities to deliver energy efficiency information
and education to utility customers;
WHEREAS, SDG&E submitted applications for the implementation of energy efficiency
programs which included the 2006-2008 City of Chula Vista Energy Efficiency and Conservation
Outreach Program (hereinafter referred to as the "Program"), involving the delivery of energy
efficiency funding, incentives, information, training and materials to City, its residents,
developers, and South Bay cities in SDG&E's service territory;
WHEREAS, the Parties desire to set forth the terms and conditions under which the
Program for the 2006 through 2008 program years shall be implemented;
NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Parties agree as follows:
1. DEFlNITIONS
1.1. Agreement: This document and all exhibits attached hereto and incorporated
herein, and as amended from time to time.
1.2. ALJ: The Administrative Law judge assigned to the Commission's Energy
Efficiency Rulemaking (R.OI-08-028) or its successor proceeding.
1.3. Amendment: A future document executed by the authorized representatives of all
Parties which changes or modifies the terms of this Agreement.
104. Authorized Budget: The Commission-approved total for performance of the
Authorized Work is $2,193,225.00 as set forth in the Concept Paper.
1.5. Business Day: The period from one rnidnight to the following midnight,
excluding Saturdays, Sundays, and holidays.
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2006-2008 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION
OUTREACH PROGRAM AGREEMENT
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1.6. Calendar Day: The period from one midnight to the following midnight,
including Saturdays, Sundays, and holidays. Unless otherwise specified, all days in this
Agreement are Calendar Days.
1.7. Concept Paper: The Parties' plans for implementing the Program in SDG&E's
service territory, approved by the Commission, and is attached hereto and incorporated
herein as Exhibit A.
U. Contractor: An entity contracting directly or indirectly with a Party, or any
subcontractor thereof subcontracting with such Contractor, to furnish services or
materials as part of or directly related to such Party's Authorized Work obligations.
City's Contractors shall be selected from SDG&E's approved list, where applicable, and
shall not include City's contract stafflabor for the Program.
1.9. Eligible Customers or Customers: Customers eligible for Program services are
SDG&E customers.
1.10. Energy Efficiency Measure (or Measure): As such term is used in the
Commission's Energy Efficiency Policy Manual, Version 3, August 2005, a program or
measure approved by the Commission to reduce energy consumption (whether electrical
energy or gas energy).
1.11. EM& V: Evaluation, Measurement and Verification of the Program pursuant to
Commission requirements.
1.12. Gas Surcharge: The funds collected from gas utility ratepayers pursuant to
Section 890 et al. of the Califomia Public Utilities Code for public purposes programs,
including energy efficiency programs approved by the Commission.
1.13. Program Expenditures: Actual (Le., no mark-up for profit, ailm;n;strative or other
indirect costs), reasonable expenditures that are directly identifiable to and required for
the Authorized Work, up to the amounts budgeted in the Concept Paper's budget
worksheets for such Authorized Work.
1.14. Public Goods Charge (pGC): The funds collected from electric utility ratepayers
pursuant to Section 381 of the California Public Utilities Code for public purposes
programs, including energy efficiency programs approved by the Commission.
In addition, all terms used in the singular will be deemed to include the plural, and vice versa.
The words "herein," "hereto," and "hereunder" and words of similar import refer to this
Agreement as a whole, including all exhibits or other attachments to this Agreement, as the same
may from time to time be amended or supplemented, and not to any particular subdivision
contained in this Agreement, except as the context clearly requires otherwise. "Includes" or
3
2006-2008 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION
OUTREACH PROGRAM AGREEMENT
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"including" when used herein is not intended to be exclusive, or to limit the generality of the
preceding words, and means "including without limitation." The word "or" is not exclusive.
2. PURPOSE
The Program is funded by California utility ratepayers and is administered by SDG&E under
the auspices of the Commission. The purpose of this Agreement is to set forth the terms and
conditions under which the Parties will jointly implement the Program. The Program and work
authorized pursuant to this Agreement is not carried on for profit.
This Agreement is not intended to and does not form any ''partnership'' within the meaning of
the California Uniform Partnership Act of 1994 or otherwise.
3. PROGRAM DESCRIPTION
The Energy Efficiency and Conservation Outreach Program ("ECO Program") is being
offered by SDG&E and the City. The ECO Program aims to enable City, its residents,
developers, and South Bay cities to implement energy efficiency and conservation measures by
overcoming existing barriers. South Bay includes City, Coronado, Imperial Beach, National City
and unincorporated areas of the San Diego County. The ECO Program also aims to increase
public awareness about energy efficiency and conservation through non-traditional education and
outreach outlets and channels used by cities and San Diego County.
The ECO Program will enable target customers to implement energy efficiency and
conservation measures by overcoming barriers that they face. The target customers and barriers
for each customer include:
. City of Chula Vista: The City does not have adequate resources to assign dedicated
staff to pursue and implement energy efficiency projects on a consistent basis.
. Residents: Residents do not have a clear understanding of what programs are
available to them and which programs they qualify for. Residents also need face-to-
face assistance to access and participate in energy efficiency programs.
. Condominium Conversion Developers: Developers do not have the appropriate
motivations to enhance the energy efficiency level of condominium conversion projects
beyond Title 24 compliance.
. South Bay Cities: South Bay cities lack policies, procedures and plans to
institutionalize energy efficiency and conservation measures into how they do business.
4. AUTHORlZED WORK
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2006-2008 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION
OUTREACH PROGRAM AGREEMENT
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4.1. Scope. The work authorized by the Commission for the Program is set forth in
the Concept Paper for the service territory of SDG&E ("Authorized Work") and shall be
performed by the Parties pursuant to the tenns of this Agreement.
4.2. Objectives. Major objectives ("Objectives") for the Program are as follows:
4.2.1. City EnerlIT Efficient Facilities Showcase Proiect. Reduce the City of
Chula Vista's energy use by 5% per year for a cumulative reduction of
15% by 2008 relative to 2005 energy use.
4.2.2. ECO Exhibit Proiect. Increase public awareness by assisting up to 160
people per day, with access to information through the implementation of
up to four (4) Eco Exhibits and/or active participation in energy efficiency
and conservation programs.
4.2.3. EnerlIT Efficient Housing Proiect. Encourage condominium conversion
developers to upgrade the energy efficiency of converted units by
committing to complying with applicable Title 24 requirements and by
further incorporating measures that go beyond Title 24 requirements by at
least 10% or by reducing energy use for each unit by an average of 515
kW-hr and 15 th=s per month. At least 500 condominiums per year will
be targeted for upgrades for a total of 1,500 energy efficient
condominiums by 2008, provided., however, the Parties may agree on a
replacement program that would be designed during the program cycle,
which design shall require the mutual agreement of both Parties and shall
comply with Commission procedures.
4.2.4. Municioal EnerlIT BMPs Education Proiect. Sponsor and coordinate at
least four (4) energy efficiency and conservation workshops for cities
every year. The goal of the workshop series is to initially assist South Bay
cities develop energy action plans to manage energy. By the fourth
workshop, participating cities will have an Energy Action Plan to reduce
their energy use. Workshops will be targeted to East County cities in 2007
and North County cities in 2008.
The Program shall meet the objectives and goals set forth in the Concept Paper.
5. OBLIGATIONS OF THE PARTIES
5.1. Generallv. Each Party shall perform its Authorized Work obligations within the
Authorized Budget and in conformance with the deliverables, schedules (including the
Objectives) and the budgets associated with such Authorized Work as set forth in the
Concept Paper, and shall furnish the required labor, equipment and material with the
degree of skill and care that is required by current professional standards.
5
2006-2008 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION
OUTREACH PROGRAM AGREEMENT
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5.2. Additional Obligations of Citv.
5.2.1. City shall obtain the approval of SDG&E when developing Program
marketing materials prior to any distribution, publication, circulation or
dissemination in any way to the public. In addition, all advertising,
marketing or otherwise printed or reproduced material used to implement,
refer to or is in any way related to the Program must contain the following
language: "This program is funded by California utility ratepayers and
!Itlministered by San Diego Gas & Electric Company, under the auspices
of the California Public Utilities Commission."
5.2.2. City will communicate regularly with the program representative of
SDG&E, and shall advise SDG&E of any problems or delay associated
with City's Authorized Work obligations.
5.3. Additional Obligations of SDG&E.
5.3.1. SDG&E will be actively involved in all aspects of Program delivery.
SDG&E will use its reasonable efforts to add value to the Program by
dedicating the human resources necessary to implement the Program
successfully and providing in-kind services support for the Program's
marketing and outreach activities.
5.3.2. SDG&E shall provide, at no cost to the Program, informational and
educational materials on SDG&E's statewide and local energy efficiency
programs to City to enable City to implement the Program.
5.3.3. SDG&E shall provide a program representative on a part-time basis, who
will be the point of contact between City and SDG&E for the Program.
5.4. EM&V. Once the Commission has approved and issued an evaluation,
measurement and verification ("EM&V") plan for the Program, such EM&V plan shall
be attached to this Agreement as Exhibit B and shall be incorporated herein by this
reference. Any subsequent changes or modifications to such EM&V plan by the
Commission shall be automatically incorporated into Exhibit B.
6. ADMINlS1RATlON OF PROGRAM
6.1. Decision-makiDl1 and Approval.
6.1.1. Unless otherwise set forth in this Agreement, the following actions and
tasks require 11nanimous approval of the Parties (which approval may be
withheld by each such Party in its sole and absolute discretion):
6
2006-2008 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION
OUTREACH PROGRAM AGREEMENT
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a. Any action that materially deviates from the Concept Paper.
b. Any action that materially impacts the Concept Paper's schedule or
the Program.
c. Any action that materially impacts the Program's budget set forth
in the Concept Paper.
d. Selection of any Contractor not previously approved by SDG&E.
6.1.2. Unless otherwise specified in this Agreement, the Parties shall document
all material Program decisions, including, without limitation, all actions
specified in Section 6.1.1 above, in meeting minutes or, if taken outside a
meeting, through written communication, in all cases which shall be
maintained in hard copy form on file by the Parties for a period of no less
than ten (10) years after the expiration or termination of this Agreement.
6.2. Regular Meetings. During the Term of this Agreement, the Parties shall meet on a
regular basis, which shall occur no less than quarterly, at a location reasonably agreed
upon by the Parties, and shall engage in routine weekly communication to review the
status of the Program's deliverables, schedules and the budgets, and plan for upcoming
Program implementation activities. Any decision-making shall be reached and
documented in accordance with the requirements of Section 6.1.2 above.
6.3. Coordinating the PrOgram Activities. Each Party shall be responsible for (i)
coordinating the implementation of its Authorized Work obligations with the other Party,
and eii) monitoring the overall progress of the Authorized Work, to ensure that the
Program remains on target, (including achieving the Program's energy savings and
demand reduction goals), on schedule (including pursuant to the Objectives set forth in
Section 4.2), and meets all reporting and other filing requirements.
6.4. Regular Communication. The Parties agree to communicate regularly with the
other Parties and to advise the other Party of any problems associated with successful
implementation of the Program.
6.5. Coordinating with Other Ener~ Efficiencv Programs. As applicable, SDG&E
shall coordinate with other existing or selected programs (including programs targeting
low-income customers) to enhance consistency in incentives and other Program details,
minimio,e duplicative administrative costs and enhance the possibility that programs can
be marketed together to avoid duplicative marketing expenditures. All Parties will
coordinate with other energy programs to maximize customer satisfaction and energy
savings.
6.6. Non-Responsibilitv for Other Parties. Notwithstanding anything contained in this
Agreement in the contrary, a Party shall not be responsible for the performance or non-
performance hereunder of any other Party, nor be obligated to remedy any other Party's
defaults or defective performance.
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2006-2008 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION
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7. DOUBLE DIPPING PROHIBITED.
In performing its respective Authorized Work obligations, a Party shall implement the
following mechanism and shall take other practicable steps to m;n;mi7ce double-dipping:
7.1. Prior to providing incentives or services to an Eligible Customer, City shall obtain
a signed form from such Eligible Customer stating that:
7.1.1. Such Eligible Customer has not received incentives or services for the
same measure from any other SDG&E program or from another utility,
state, or local program; and
7.1.2. Such Eligible Customer agrees not to apply for or receive incentives or
services for the same measure from another utility, state, or local program.
City shall keep its Eligible Customer-signed forms for at least ten (10) years after the
expiration or termination of this Agreement.
7.2. City shall not knowingly provide an incentive to an Eligible Customer, or make
payment to a Contractor, who is receiving compensation for the same product or service
either through another ratepayer funded program, or through any other funding source.
7.3. City represents and warrants that it has not received, and will not apply for or
accept, incentives or services for any measure provided for herein or offered pursuant to
this Agreement or the Program from any other utility, state or local program.
7.4. The Parties shall take reasonable steps to minimize or avoid the provision of
incentives or services for the same measures provided under this Program from another
program or other funding source ("double-dipping'').
8. REPORTING
8.1. Reuorting Requirements. The Parties shall implement those reporting
requirements set forth in Exhibit C attached hereto and incorporated herein by this
reference, as approved by the Commission and as the same may be amended from time to
time, or until the Commission otherwise requires or issues different or updated reporting
requirements for the Program, in which case and at which time such Commission-
approved reporting requirements shall replace the requirements set forth in Exhibit C in
their entirety.
8.2. Commission ReoortinlZ Requirements Manual. All reports shall be submitted in
accordance with the requirements of the latest version of the Commission's Reporting
Requirements Manual (currently Version 3, August 2005) and any other reporting
2006-2008 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION
OUTREACH PROGRAM AGREEMENT
11-46
o
.
protocol established by Commission staff. The Parties shall use their best efforts to
provide any additional information as requested by SDG&E or by Commission staff.
9. PAYMENTS
9.1. Authorized Budget. No Party shall be entitled to compensation in excess of the
total amounts approved by the Commission in the Authorized Budget for such Party's
Authorized Work obligations. However, if SDG&E executes any fund shift in
accordance with Section 9.4 below, then each Party shall be entitled to compensation up
to, but not exceeding, the Authorized Budget, as revised to reflect such fund shift, for
such Party's Authorized Work obligations.
9.2. Pro= Expenditures. Each Party shall be entitled to spend PGC or Gas
Surcharge Program Funds on Program Expenditures incurred by such Party.
9.3. Payment to City. In order for City to be entitled to PGC or Gas Surcharge funds
for Program Expenditures:
9.3.1. City shall invoice SDG&E quarterly, in advance and no later than the 15th
day of the flIst calendar month of each calendar quarter, for all reasonable
projected Program Expenditures for such quarter ("Quarterly Invoice"),
together with all such documentation reasonably required by SDG&E to
evidence the calculation of such projected Program Expenditures and all
such other documentation required to be attached thereto as described in
Section 9.3.2 below. With respect to the quarter in progress at the time of
execution of this Agreement, City shall submit, by the 15th day of the
month in which such execution occurred (or if such 15th day has passed,
then the 15th day of the following month), such Quarterly Invoice for such
quarter in progress (together with all such documentation).
9.3.2. At the end of each calendar quarter of the term of this Agreement, City
shall provide an accounting of all Program Expenditures that actually
incurred by City during the course of such quarter. City shall calculate the
difference between the actual Program Expenditures incurred by City
during the quarter just passed and the amount advanced by SDG&E under
Section 9.3.1 in respect of such quarter. If such actual Program
Expenditures incurred by City during such quarter is greater than such
amount advanced by SDG&E for such quarter, then City's Quarterly
Invoice for the following calendar quarter shall include a charge in the
amount of such difference. If the actual Program Expenditures incurred by
City during such quarter is less than such amount advanced by SDG&E for
such quarter, then City's Quarterly Invoice for the following calendar
quarter shall include a credit in the amount of the amount of such
difference. As a condition to payment by SDG&E in respect of a
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2006-2008 CITY OF CHULA VlSTA ENERGY EFFICIENCY AND CONSERVATION
OUTREACH PROGRAM AGREEMENT
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Quarterly Invoice, City shall include with such Quarterly Invoice all such
documentation reasonably required by SDG&E evidencing the accounting
set forth in this Section 9.3.2 for the previous calendar quarter.
9.3.3. Upon the expiration or earlier termination of this Agreement or the
Program, City shall provide a true-up of Program Expenditures during the
entire term of the Program and shall provide (or shall have provided) no
later than thirty (30) days after the effective date of such expiration or
earlier termination all such documentation reasonably requested by
SDG&E to evidence all Program Expenditures incurred by City during the
term of the Agreement and the Program. If the total actual Program
Expenditures incurred by City during the term of the Program is greater
than the total amount of Program Expenditures paid by SDG&E during the
term of the Program, then City shall deliver an invoice SDG&E in the
amount of such difference at the same time City delivers the
documentation described above in this Section 9.3.3. If the total actual
Program Expenditures incurred by City during the term of the Program is
less than the total amount of Program Expenditures paid by SDG&E
during the term of the Program, then City shall refund the difference to
SDG&E within thirty (30) calendar days after the effective date of such
expiration or earlier termination.
9.3.4. SDG&E shall pay all invoices within thirty (30) calendar days after receipt
such invoice and all documentation and accountings required to be
delivered with such invoice as set forth in this Section 9.3, exclusive of
any disputed items.
9.3.5. City shall submit monthly and quarterly reports to SDG&E, in a format
reasonably acceptable to SDG&E and containing such information as may
be required for the reporting requirements set forth in Section 8 above
("Periodic City Reports"), by the tenth (10~ Calendar Day of the calendar
month following performance, setting forth all Program Expenditures
incurred during the prior calendar month or quarter, as applicable.
9.3.6. Documentation necessary to substantiate the Program Expenditures shall
include, without limitation, the following:
a. Incentives: Subject to the provisions of Section 7, for each
incentive paid to Eligible Customers or Contractors (other than
point of purchase programs):
(i) Eligible Customer or Contractor name, address and
telephone number;
(ii) the type and quantity of each measure installed or received;
(iii) the amount of each incentive paid, and
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ZOO6-Z008 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION
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(iv) the date each payment was provided or each measure was
installed or received.
b. Labor: For each of the Program's budget categories applicable to
City (e.g. Direct Implementation), a list of individuals and total
hours worked and labor rate(s) for each person during the month in
each budget category.
c. Equipment and Material: A list of equipment and material used
and/or installed in the performance of the Authorized Work during
the month, and supporting documentation for the cost incurred by
City therewith.
d. Overhead items other than travel/training/conferences: Supporting
documentation for overhead items such as rent, computer
equipment, facility charges, is required and shall be provided in
accordance with the provisions of Exhibit C. However, such
information must be provided upon request by either SDG&E or
the Commission.
e. Travel/Training/Confereoce: Supporting documentation for all
travel-related expenditures. While original receipts need not be
submitted, a detailed expense report for all travel expenses should
be provided, which includes airfare, mileage, meals, lodging,
parking, etc, in the format approved by SDG&E. A detailed travel
expense report should include the following information: name of
person incurring expense, reason for expense, date(s) incurred and
type of expense (e.g. airfare, airport parking, rental car, other
parking, mileage, meals, hotel, other costs, if any).
f. Contractor Costs: Copies of all Contractor invoices. If only a
portion of the Contractor costs applies to the Program, City shall
clearly indicate the line items or percentage of the invoice amount
that should be applied to the Program, as provided in Exhibit C.
g. Marketing: A copy of each distinct marketing material produced,
with quantity of a given marketing material produced and the
method of distribution.
9.3.7. City understands that only those costs listed in the Allowable Cost Table
set forth in Exhibit C can be submitted for payment. All invoices
submitted to SDG&E must report all Program Expenditures using the
allowable cost items included on the Allowable Cost Table set forth in
Exhibit C.
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9.3.8. SDG&E reserves the right to reject any City invoiced amount for any of
the following reasons:
a. The invoiced amount, when aggregated with previous Program
Expenditures, exceeds the amount budgeted therefor in the
Authorized Budget for such Authorized Work.
b. There is a reasonable basis for concluding that such invoiced
amount is unreasonable or is not directly identifiable to or required
for the Authorized Work, the Concept Paper or th~ Program.
c. Such invoiced amount, in SDG&E's sole discretion, contains
charges for any item not authorized under this Agreement or by the
Commission, or is deemed untimely, unsubstantiated or lacking
proper documentation.
9.3.9. Should SDG&E reject any Program Expenditure of City, City invoice or
Periodic City Report, SDG&E may request such additional performance
required from City, modification required to City's invoice or such other
action as may be required of City, and any continuing dispute therefrom
shall be resolved in accordance with the procedures set forth in Section 14.
9.3.10. City shall maintain for a period of not less than ten (10) years all
documentation reasonably necessary to substantiate the Program
Expenditures, including, without limitation, the documentation set forth in
Section 9.3.6(a) through (g) above. City shall promptly provide, upon the
reasonable request by SDG&E, any documentation, records or information
in connection with the Program or its Authorized Work.
9.4. Shifting Funds Across Budget Categories. SDG&E may shift Program funds
among budget categories (e.g. Administrative and Direct Implementation) as set forth in
the Concept Paper to the maximum extent permitted under, and in accordance with,
Commission decisions and rulings therefor to which this Program relates.
9.5. Reasonableness of Exuenditures. Each Party shall bear the burden of ensuring
that its Program Expenditures are objectively reasonable. The Commission has the
authority to review all Program Expenditures for reasonableness. Should the
Commission, at any time, issue a finding of unreasonableness as to any Program
Expenditure, and require a refund or return of the PGC or Gas Surcharge funds paid in the
reimbursement of such Program Expenditure, the Party who incurred such Program
Expenditure and received reimbursement under this Agreement shall be solely and
severally liable for such refund or return.
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9.6. Refund of PGC or Gas Surcharge Funds. With respect to any amount subject to
refund to the Commission pursuant to any subsequent Commission decision or ruling,
should the Commission determine that a refund is due and seeks to recover such refund,
the amount due shall be returned as directed by the Commission, within 30 days of
receipt of written notice that payment is owed, as follows: (1) if the refund is attributable
to an overpayment of Program funds to a Party, then that Party shall be solely liable for
such refund; (2) if the refund is attributable to an unreasonable expenditure, then the Party
who (i) incurred such Program Expenditure and received reimbursement therefor under
this Agreement, or (ii) was otherwise entitled to receive reimbursement under this
Agreement but did not actually receive reimbursement due to receipt of an equivalent
offset, shall be solely liable for such refund; (3) for any other refund, each Party shall be
solely liable for its pro-rata share, determined by calculating the percentage of the total
overall Program Expenditures represented by each Party's reimbursements of Program
Expenditures (both actual reimbursements and those to which the Party was otherwise
entitled but did not receive due to receipt of an equivalent offset). Nothing in this
provision is intended to limit a Party's right to pursue aclministrative or other remedies
available with respect to a Commission decision or ruling. A Party's approval of any
action which is. the responsibility of another Party under this Agreement shall not shift the
corresponding responsibility with respect to any overpayment or unreasonable Program
Expenditure. Notwithstanding the foregoing, any overpayment of Program funds to a
Party (the "Receiving Party") shall be immediately due and payable by the Receiving
Party, upon demand therefor, to the Party who made the overpayment, and the Party who
made the overpayment shall have the right to set the overpayment off from any other
Program funds payable to the Receiving Party, if possible, or otherwise pursue any
available remedies for the recovery of the overpayment.
10. END DATE FOR PROGRAM AND ADMINISTRATIVE ACTIVITIES.
Unless this Agreement is terminated pursuant to Section 24 below, and subject to the
Objectives, the Parties shall complete all Program Administrative activities (as defined by the
Concept Paper) and reporting requirements by no later than March 31, 2009, and all Direct
Implementation activities (as defined by the Concept Paper) by no later than December 31, 2008,
in each case unless otherwise agreed to by the Parties or so ordered by the Commission.
11. FINAL INVOICES
All Parties must submit final invoices no later than March 31, 2009.
12. INDEMNITY
12.1. Indemnitv bv City. City shall indemnify, defend and hold harmless SDG&E, and
its successors, assigns, affiliates, subsidiaries, current and future parent companies,
officers, directors, agents, and employees, from and against any and all expenses, claims,
losses, damages, liabilities or actions in respect thereof (including reasonable attorneys'
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fees) to the extent arising from (a) City's negligence or willful misconduct in City's
activities under the Program or performance of its obligations hereunder, or (b) City's
breach of this Agreement or of any representation or warranty of City contained in this
Agreement.
122. Indemnity bv SDG&E. SDG&E shall indemnify, defend and hold harmless City
and its successors, assigns, affiliates, subsidiaries, current and future parent companies,
officers, directors, agents, and employees, from and against any and all expenses, claims,
losses, damages, liabilities or actions in respect thereof (including reasonable attorneys'
fees) to the extent arising from (a) SDG&E's negligence or willful misconduct in
SDG&E's activities under the Program or performance of its obligations hereunder or (b)
SDG&E's breach of this Agreement or any representation or warranty of SDG&E
contained in this Agreement.
12.3. LIMITATION OF LIABILITY. NO PARTY SHALL BE LIABLE TO ANY
OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL
DAMAGES WHATSOEVER WHETHER IN CONTRACT, TORT (INCLUDING
NEGLIGENCE) OR STRICT LIABILITY INCLUDING, BUT NOT LIMITED TO,
LOSS OF USE OF OR UNDER-UTILIZATION OF LABOR OR FACILITIES, LOSS
OF REVENUE OR ANTICIPATED PROmS, COST OF REPLACEMENT POWER
OR CLAIMS FROM CUSTOMERS, RESULTING FROM A PARTY'S
PERFORMANCE OR NONPERFORMANCE OF THE OBLIGATIONS HEREUNDER.,
OR IN THE EVENT OF SUSPENSION OF THE AUTHORIZED WORK OR
TERMINATION OF THIS AGREEMENT.
13. OWNERSlilP OF DEVELOPMENTS
The Parties acknowledge and agree that SDG&E, on bebalf of its ratepayers, shall own all
data, reports, information, manuals, computer programs, works of authorship, designs or
improvements of equipment, tools or processes (collectively "Developments") or other written,
recorded, photographic or visual materials, or other deliverables produced in the performance of
this Agreement; provided, however, that Developments do not include equipment or
infrastructure purchased for research, development, education or demonstration related to energy
efficiency. Although City shall retain no ownership, interest or title in the Developments except
as may otherwise be provided in the Concept Paper, it will have a permanent, royalty free, non-
exclusive license to use such Developments for the City's internal use and at the City's sole but
reasonable discretion for the residents and businesses within the City's current and future
municipal boundaries.
14. DISPUTE RESOLUTION
14.1. Disoute Resolution. Except as may otherwise be set forth expressly herein, all
disputes arising under this Agreement shall be resolved as set forth in this Section 14.
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14.2. Negotiation and Mediation. The Parties shall attempt in good faith to resolve any
dispute arising out of or relating to this Agreement promptly by negotiations between the
Parties' authorized representatives. The disputing Party shall give the other Parties
written notice of any dispute. Within twenty (20) days after delivery of such notice, the
authorized representatives shall meet at a mutually acceptable time and place, and
thereafter as often as they reasonably deem necessary to exchange information and to
attempt to resolve the dispute. If the matter has not been resolved within thirty (30) days
of the first meeting, any Party may initiate a mediation of the dispute. The mediation shall
be facilitated by a mediator that is acceptable to all Parties and shall conclude within sixty
(60) days of its commencement, unless the Parties agree to extend the mediation process
beyond such deadline. Upon agreeing on a mediator, the Parties shall enter into a written
agreement for the mediation services with each Party paying a pro rate share of the
mediator's fee, if any. The mediation shall be conducted in accordance with the
Commercial Mediation Rules of the American Arbitration Association; provided,
however, that no consequential damages shall be awarded in any such proceeding and
each Party shall bear its own legal fees and expenses.
14.3. Confidentiality. All negotiations and any mediation conducted pursuant to
Section 14.2 shall be confidential and shall be treated as compromise and settlement
negotiations, to which Section 1152 of the California Evidence Code shall apply, which
Section is incorporated in this Agreement by reference.
14.4. Iniunctive Relief. Notwithstanding the foregoing provisions, a Party may seek a
preliminary injunction or other provisional judicial remedy if in its judgment such action
is necessary to avoid irreparable damage or to preserve the status quo.
14.5. Continuing Obligation. Each Party shall continue to perform its obligations under
this Agreement pending fmal resolution of any dispute arising out of or relating to this
Agreement.
14.6. Failure of Mediation. If, after good faith efforts to mediate a dispute under the
terms of this Agreement as provided in Section 14.2 above, the Parties cannot agree to a
resolution of the dispute, any Party may pursue whatever legal remedies may be available
to it at law or in equity, before a court of competent jurisdiction and with venue as
provided in Section 34.
15. REPRESENTATIONS AND WARRANTIES
City represents, warrants and covenants, as of the Effective Date and thereafter during the
Term of this Agreement that:
15.1. The Authorized Work performed by City and its Contractors shall comply with
the applicable requirements of all statutes, acts, ordinances, regulations, codes, and
standards of federal, state, local and foreign governments, and all agencies thereof.
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2006-2008 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION
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15.2. The Authorized Work performed by City and its Contractors shall be free of any
claim of trade secret, trade mark, trade name, copyright, or patent infringement or other
violations of any proprietary rights of any person.
15.3. City shall conform to the applicable employment practices requirements of
(Presidential) Executive Order 11246 of September 24, 1965, as amended, and applicable
regulations promulgated thereunder.
15.4. City shall contractually require each Contractor it hires to perform the Authorized
Work to indemnify SDG&E to the same extent City has indemnified SDG&E under the
terms and conditions of this Agreement.
15.5. City shall retain, and shall cause its Contractors to retain, all records and
documents pertaining to its Authorized Work obligations for a period of not less than five
(5) years beyond the termination or expiration of this Agreement.
15.6. City shall contractually require all of its Contractors to provide SDG&E
reasonable access to relevant records and staff of Contractors concerning the Authorized
Work.
15.7. City will take all reasonable measures, and shall require its Contractors to take all
reasonable measures, to ensure that the Program funds in its possession are used solely
for Authorized Work, which measures shall include the highest degree of care that City
uses to control its own funds, but in no event less than a reasonable degree of care.
15.8. City will maintain, and shall require its Contractors to maintain, insurance
coverage or self insurance coverage in reasonable and customary coverage and amounts
at all times during the Term of this Agreement.
a.
16. PROOF OF INSURANCE
16.1. Evidence of Coverae:e. Upon request at any time during the Term of this
Agreement, City shall provide evidence that its insurance policies (and the insurance
policies of any Contractor, as provided in Section 15.8) are in full force and effect, and
provide the coverage and limits of insurance that City has represented and warranted
herein to maintain at all times during the Term of this Agreement.
16.2. Self-Insurance. If City is self-insured, City shall upon request forward
documentation to SDG&E that demonstrates to SDG&E's satisfaction that City self-
insures as a matter of normal business practice before commencing the Authorized Work.
SDG&E will accept reasonable proof of self-insurance comparable to the above
requirements.
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17. CUSTOMER CONFIDENTIALITY REQUIREMENTS
17.1. Non-Disclosure. City, its employees, agents and Contractors shall not disclose
any Confidential Customer Information (defined below) to any third party during the
Term of this Agreement or after its completion, without City having obtained the prior
written consent of SDG&E, except as provided by law, lawful court order or subpoena
and provided City gives SDG&E advance written notice of such order or subpoena.
17.2. Confidential Customer Information. "Confidential Customer Information"
includes, but is not limited to, a SDG&E customer's name, address, telephone number,
account number and all billing and usage information, as well as any SDG&E customer's
information that is marked confidential. If City is uncertain whether any information
should be considered Confidential Customer Information, City shall contact SDG&E
prior to disclosing the customer information.
17.3. Non-Disclosure Agreement. Prior to any approved disclosure of Confidential
Customer Information, SDG&E may require City to enter into a nondisclosure agreement.
17.4. Commission Proceedinl!s. This Section 17 does not prohibit City from disclosing
non-confidential information concerning the Authorized Work to the Commission in any
Commission proceeding, or any Commission-sanctioned meeting or proceeding or other
public forum.
17.5. Return of Confidential Information. Confidential Customer Information
(including all copies, backups and abstracts thereof) provided to City by SDG&E, and any
and all documents and materials containing such Confidential Customer Information or
produced by City based on such Confidential Customer Information (including all copies,
backups and abstracts thereof), during the performance of this Agreement shall be
returned upon written request by SDG&E.
17.6. Remedies. The Parties acknowledge that Confidential Customer 1-uormation is
valuable and unique, and that damages would be an inadequate remedy for breach of this
Section 17 and the obligations of City are specifically enforceable. Accordingly, the
Parties agree that in the event of a breach or threatened breach of this Section 17 by City,
SDG&E shall be entitled to seek and obtain an injunction preventing such breach, without
the necessity of proving damages or posting any bond. Any such relief shall be in
addition to, and not in lieu of, money damages or any other available legal or equitable
remedy.
17.7. Public Records Act. Notwithstanding the foregoing, SDG&E understands that all
information provided to the City may be subject to public review pursuant to the
California Public Records Act (California Government Code Section 6250 et seq.), which
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2006-2008 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION
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provides that records in the custody of a public entity might be disclosed unless the
information being sought falls into one or more of the exemptions to disclosure set out in
Government Code Sections 6254 through 6255. As a result, City may be obligated to
disclose any information provided to the City to any party that requests it to the extent
permitted under the California Public Records Act.
18. TIME IS OF THE ESSENCE
The Parties hereby acknowledge that time is of the essence in performing their obligations
under the Agreement. Failure to comply with deadlines stated in this Agreement may result in
termination of this Agreement, payments being withheld or other Program modifications as
directed by the Co=ission.
19. CUSTOMER COMPLAINT RESOLUTION PROCESS
City shall develop and implement a process for the management and resolution of customer
complaints in an expedited manner including, but not limited to: (a) ensuring adequate levels of
professional customer service staff; (b) direct access of customer complaints to supervisory
and/or management personnel; (c) documenting each customer complaint upon receipt; and (d)
elevating any complaint that is not resolved within five (5) days of receipt by City.
20. RESTRICTIONS ON MARKETING
20.1. Use of Commission's Name. No Party may use the name of the Commission on
marketing materials for the Program without prior written approval from the Commission
staff. In order to obtain this written approval, SDG&E must send a copy of the planned
materials to the Commission requesting approval to use the Commission name and/or
logo. Notwithstanding the foregoing, the Parties shall disclose their source of funding for
the Program by stating prominently on marketing materials that the Program is "funded
by California ratepayers under the auspices of the California Public Utilities
Commission."
20.2. Use of SDG&E's Names. City must receive prior review and written approval
from SDG&E for the use of SDG&E's name or logo on any marketing or other Program
materials (which approval may be withheld at SDG&E's sole and absolute discretion).
City shall allow twenty (20) days for SDG&E review and approval.
20.3. Use of City Name. SDG&E must receive prior written approval from City for use
of City's name or logo on any marketing or other Program materials (which approval may
be withheld at City's sole and absolute discretion). SDG&E shall allow twenty (20) days
for such City review and approval.
21. RIGHT TO AUDIT
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City agrees that SDG&E and/or the Commission, or their respective designated
representatives, shall have the right to review and to copy any records or supporting
documentation pertaining to City's performance of this Agreement or the Authorized Work,
during normal business hours, and to allow reasonable access in order to interview any
employees of City who might reasonably have information related to such records. Further, City
agrees to include a similar right of SDG&E and/or the Commission to audit records and
interview staff in any subcontract related to performance of City's Authorized Work or this
Agreement.
22. STOP WORK PROCEDURES
SDG&E may suspend City's Authorized Work being for good cause, such as concerns related
to funding, implementation or management of the Program, safety concerns, fraud, or excessive
Customer complaints, by notifying City in writing to suspend its Authorized Work being
performed in its service territory. City shall stop work immediately, and may resume its
Authorized Work only upon receiving written notice from SDG&E that it may resume its
Authorized Work.
23. MODIFICATIONS
Changes to this Agreement shall only be made by mutual agreement of all Parties through a
written amendment to this Agreement signed by all Parties.
24. TERM AND 1ERMINATION
24.1. Term. This Agreement shall be effective as of January 1, 2006. Subject to Section
36 below and Section 10 above, this Agreement shall continue in effect until March 31,
2009 ("Term") unless otherwise earlier terminated in accordance with the provisions of
Section 24.2, 24.3 or 29 below or any other provisions of this Agreement.
24.2. Termination for Breach. Any Party may terminate this Agreement in the event of
a material breach by the other Party of any of the material terms or conditions of this
Agreement, provided such breach is not remedied within sixtf (60) days notice to the
breaching Party thereof from the non-breaching Party or otherwise cured pursuant to the
dispute resolution provisions set forth in Section 14 herein.
24.3. Termination for Convenience. SDG&E and the City of Chula Vista shall each
have the right to terminate this Agreement, at their sole convenience and without first
obtaining the other Party's prior consent., by providing at least thirty (30) days' prior
written notice to the other Party setting forth the effective date of such termination.
24.4. Effect of Termination.
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24.4.1. In the event of termination of this Agreement, the Parties shall be entitled
to PGC and/or Gas Surcharge Funds for all Program Expenditures incurred
or accrued pursuant to contractual or other legal obligations for Authorized
Work up to the effective date oftennination of this Agreement, provided
that any Periodic City Reports or other reports, invoices, documents or
information required under this Agreement or by the Commission are
submitted in accordance with the terms and conditions of this Agreement.
The provisions of this Section 24.4.1 shall be a Party's sole compensation
resulting from any termination of this Agreement.
24.4.2. In the event of termination of this Agreement, City and SDG&E shall stop
any Authorized Work in progress and take action as directed by the other
Party to bring the Authorized Work to an orderly conclusion, and the
Parties shall work cooperatively to facilitate the termination of operations
and any applicable contracts for Authorized Work. SDG&E shall, within
30 days, make payment to the City for any Program Expenditures incurred
by City prior to the effective date of the termination, unless otherwise
prohibited by law or CPUC action.
25. WRITTEN NOTICES
Any written notice, demand or request required or authorized in connection with this
Agreement, shall be deemed properly given if delivered in person or sent by facsimile, nationally
recognized overnight courier, or first class mail, postage prepaid, to the address specified below,
or to another address specified in writing by a Party as follows:
City:
The City of Chula Vista
Michael Meacham, Director Conservation &
Environmental Services Department
276 Fourth Avenue
Chula Vista, CA 91910
(619) 407-3545 telephone
(619) 409-5884 facsimile
mmeacham cLchula-vistaca.us
SDG&E:
San Diego Gas & Electric Company
Risa Baron, Energy Programs Supervisor
8306 Century Park Ct
San Diego, CA 92123-1530
(858) 654-1103 telephone
(858) 654-1175 facsimile
rbaron@semprautilities.com
Notices shall be deemed received (a) if personally or hand-delivered, upon the date of delivery to
the address of the person to receive such notice if delivered before 5:00 p.m., or otherwise on the
Business Day following personal delivery; (b) if mailed, three (3) Business Days after the date
the notice is postmarked; (c) if by facsimile, upon electronic confirmation of transmission,
followed by telephone notification of transmission by the noticing Party; or (d) if by overnight
courier, on the Business Day following delivery to the overnight courier within the time limits set
by that courier for next-day delivery.
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26. CONTRACTS
Each Party shall, at all times, be responsible for its Authorized Work obligations, and acts
and omissions of Contractors and persons directly or indirectly employed by such party for
services in connection with the Authorized Work.
27. RELATIONSHIP OF THE PARTIES
The Parties shall act in an independent capacity and not as officers or employees or agents of
each other. This Agreement is not intended to and does not form any "partnership" within the
meaning of the California Uniform Partnership Act of 1994 or otherwise.
28. NON-DlSCRIMlNATION CLAUSE
No Party shall unlawfully discriminate, harass, or allow harassment against any employee or
applicant for employment because of sex, race, color, ancestry, religious creed, national origin,
physical disability (including HIV and AIDS), mental disability, medical condition (cancer), age
(over 40), marital status, and denial of family care leave. Each Party shall ensure that the
evaluation and treatment of its employees and applicants for employment are free from such
discrimination and harassment, and shall comply with the provisions of the Fair Employment and
Housing Act (Gove=ent Code Section 12990 (a)-(f) et seq.) and the applicable regulations
promulgated thereunder (California Code of Regulations, Title 2, Section 7285 et seq.). The
applicable regulations of the Fair Employment and Housing Commission implementing
Govermnent Code Section 12990 (a)-(t), set forth in Chapter 5 of Division 4 of Title 2 of the
California Code of Regulations, are incorporated into this Agreement by reference and made a
part hereof as if set forth in full.
Each Party represents and warrants that it shall include the substance of the
nondiscrimination and compliance provisions of this clause in all subcontracts for its Authorized
Work obligations.
29. COJvlMlSSION AUTHORITY TO MODIFY
This Agreement shall at all times be subject to the discretion of the Commission, including,
but not limited to, review and modifications, excusing a Party's performance hereunder, or
termination as the Commission may direct from time to time in the reasonable exercise of its
jurisdiction. In addition, in the event that any ruling, decision or other action by the Commission
adversely impacts the Program, as determined at their respective sole discretion, SDG&E and the
City shall each have the right to terminate this Agreement (subject, however, to the provisions of
Sections 24.4 and 36) by providing at least ten (10) days' prior written notice to City setting forth
the effective date of such termination. SDG&E shall, within 30 days, make payment to the City
for any Program Expenditures incurred by City prior to the effective date of the termination,
unless otherwise prohibited by law or CPUC action.
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30. NON-WANER
None of the provisions of this Agreement sball be considered waived by any Party unless
such waiver is specifically stated in writing.
31. ASSIGNMENT
No Party shall assign this Agreement or any part or interest thereof, without the prior written
consent of the other Party, and any assignment without such consent shall be void and of no
effect. Notwithstanding the foregoing, if SDG&E is requested or required by the Commission to
assign its rights and/or delegate its duties hereunder, in whole or in part, such assignment or
delegation shall not require City's consent, and SDG&E shall be released from all obligations
hereunder arising after the effective date of such assignment, both as principal and as surety.
32. FORCE MAJEURE
Failure of a party to perform its obligations under this Agreement by reason of any of the
following sball not constitute an event of default or breach of this Agreement: strikes, picket
lines, boycott efforts, earthquakes, fires, floods, war (whether or not declared), revolution, riots,
insurrections, acts of God, acts of government (including, without limitation, any agency or
department of the United States of America), acts of terrorism, acts of the public enemy, scarcity
or rationing of gasoline or other fuel or vital products, inability to obtain materials or labor, or
other causes which are reasonably beyond the control of such Party.
33. SEVERABILITY
In the event that any of the terms, covenants or conditions of this Agreement, or the
application of any such term, covenant or condition, shall be held invalid as to any person or
circumstance by any court, regulatory agency, or other regulatory body having jurisdiction, all
other terms, covenants, or conditions of this Agreement and their application shall not be affected
thereby, but shall remain in full force and effect, unless a court, regulatory agency, or other
regulatory body holds that the provisions are not separable from all other provisions of this
Agreement.
34. GOVERNING LAW; VENUE
This Agreement shall be interpreted, governed, and construed under the laws of the State of
California as if executed and to be performed wholly within the State of California. Any action
brought to enforce or interpret this Agreement shall be filed in San Diego County, California.
35. SECTION HEADINGS
Section headings appearing in this Agreement are for convenience only and shall not be
construed as interpretations of text.
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36. SURVN AL
Notwithstanding completion or of this Agreement, the Parties shall continue to be bound by
the provisions of this Agreement which by their nature or terms survive such completion or
termination. Such provisions shall include, but are not limited to, Sections g, 9,12,13,14, 17,
21,34,36 and 37 of this Agreement.
37. ATTORNEYS' FEES
Except as otherwise provided herein, in the event of any legal action or other proceeding
between the Parties arising out of this Agreement or the transactions contemplated herein, each
Party in such legal action or proceeding shall bear its own costs and expenses incurred therein,
including reasonable attorneys' fees.
38. COOPERATION
Each Party agrees to cooperate with the other Parties in whatever manner is reasonably
required to facilitate the successful completion of this Agreement.
39. ENTIRE AGREEMENT
This Agreement (including the Exhibits hereto) contains the entire agreement and
understanding between the Parties and merges and supersedes all prior agreements,
representations and discussions pertaining to the Authorized Work.
40. APPROVALS
Unless otherwise set forth in herein, approvals required of a Party shall not be unreasonably
withheld by such Party.
41. COUNTERPARTS.
This Agreement may be executed in one or more counterparts, each of which shall be deemed
to be an original, but all of which together shall be deemed to be one and the same instrument.
(Signature page follows)
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by
their duly authorized representatives.
CITY:
THE CITY OF muLA VISTA
J~ Jt~
-
Attest:
Susan Bigelow, City Clerk:
f
~/(~lc.
Ste 0 Padilla, Mayor
SDG&E:
SAN DJEG? GAS. S /" & LECTmC COMPANY
~~
Na1be: Anne Sheo Smith
Title: Sr. Vice President. Customer Service
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2006-2008 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION
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EXHIBIT A
2006-2008 CONCEPT PAPER
2006-2008 Energy Efficiency Concept Paper
City of Chula Vista & San Diego Gas & Electric Initiative
Conservation Outreach Program (ECO Program)
1. Proiected Pro..-ralll Bud"et
2006 2007 2008
!Administration
Administrative Overheads $ 36,554 $ 36,554 $ 36 554
Administrative Other $ 255,876 $ 255 876 $ 255,876
Marketino & Outreach $ - $ - $ -
Direct Imolementation
Incentives $ - $ - $ -
Activitv $ 438,645 $ 438 645 $ 438,645
Installation $ - $ . $ -
Hardware & Materiais $ - $ - $ -
Rebate Processino & Insoection $ - $ - $ -
EM&V $ - $' - $ -
Total $ 731,075 $ 731,075 $ 731,075
2.
IIlImacts
Savings identified in this paper are estimated based on the Energy Efficient Housing Project component. The
kW, kWh and therm savings along with incentives and rebates for City ofChula Vista retrofit projects for City
facilities are included in the SDG&E Energy Savings Bid Program (see City Energy Efficient Facilities
Showcase Project below). There are no projected kW, kWh and therm direct savings for the ECO Exhibit and
the Municipal Energy BMPs Education Projects.
3. Program Cost ElIectiveness
Attached
4. Program Descriptors
The Energy Efficiency and Conservation Outreach Program (ECO Program) is being offered by San Diego
Gas & Electric Company, (SDG&E) and the City of Chula Vista (Chula Vista). The ECO Program aims to
enable Chula Vista, residents, developers, and Southbay cities to implement energy efficiency and
conservation measures by overcoming existing barriers. Southbay includes Chula Vista, Coronado, Imperial
Beach, National City and unincorporated areas of the San Diego County. The ECO Program also aims to
increase public aWlU"eness about energy efficiency and conservation through non-traditional education and
outreach outlets and channels used by cities and the County.
2006-2008 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION
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5. Program Statement
The ECO Program will enable target customers to implement energy efficiency and conservation measures by
overcoming barriers that they face. The target customers and barriers for each customer include:
. City of Chula Vista: The City does not have adequate resources to assign dedicated staff to pursue and
implement energy efficiency projects on a consistent basis.
. Residents: Residents do not have a clear understanding of what programs are available to them and
which programs they qualify for. Residents also need face-to-face assistance to access and participate in
energy efficiency programs.
. Condominium Conversion Developers: Developers do not have the appropriate motivations to
enhance the energy efficiency level of condominium conversion projects beyond Title 24 compliance.
. Southbay Cities: Southbay Cities lack policies, procedures and plans to instinrtionalize energy efficiency
and conservation measures into how they do business.
6. Program Rationale
. City Energy Efficient Facilities Showcase Project: Chula Vista has over 100 City owned buildings
and infrastructure that consume electricity and natural gas. The City has about 550 electricity and
natural gas meters and uses approximately 18 million kW-brs of electricity and approximately 800,000
therms of natural gas annually. Due to addition of new City buildings and infrastructure, the City's
energy use is projected to increase by at least 5% in 2006. The City's annual energy budget is
approximately $3.4 million. The City's actual energy costs are also projected to increase due to new
City load and rising energy rates. Although the City has aggressively pursued energy efficiency
retrofits to reduce energy use, to reduce cost, to improve maintenance and to reduce its impact on the
environment, there are still many opportunities to improve how the City uses energy. An opportunity to
position City facilities to participate in SDG&E's demand response programs also exists. The ECO
Program seeks to enable the City to manage its energy use more effectively and consistently by
providing funding to the City for dedicated energy staff.
. ECO Exhibit Project: Chula Vista has co-sponsored Hard-te-Reach lighting events with SDG&E for
the past three years at various City venues. Year after year, an average of600 households (.01% of
Cbula Vista's housing stock) participate in the one-day events to exchange their inefficient
incandescent light bulbs for more efficient compact fluorescent lights. Approximately 15% of the
participating households also sign up for SDG&E programs available to low income and senior
citizens. The City believes that the success of the events can be attributed to effective execution of a
marketing plan developed by SDG&E and City staff; face-te-face assistance from SDG&E and City
staff and customer convenience. The mobile ECO Exlnbits aims to provide face-to-face assistance and
convenience on a more predictable basis by placing the staffed ECO Exhibits in high !taffic community
locations. The City's believes that it can reach more than the .01 % of the households in the City by
providing a predictable location where residents can go to for assistance on energy issues.
. Energy Efficient Housing Project: There are currently about 800 apartment units at various stages of
the condominium conversion process by the City's Planning and Building Department. The Chula
Vista Planning and Building department estimates that at least 500 units per year will undergo.
conversions from apartments to condominiums from 2006 to 2008 in. There is an untapped potential
for energy efficiency since condominium conversion developers are not often required to meet the most
current Title 24 requirements. Under this project, condominium conversion projects with three or more
units will be eligible for expedited plan review and permitting if they commit to incorporating energy
efficiency measures to exceed Title 24 requirements by at least 10% or if they incorporate measures to
reduce the average energy use for each unit by 515 kW-br and 15 therms per month. Note: SDG&E,
along with the City of Cbula Vista, City of San Diego, and the County of San Diego will continue to
review various options for implementing Title 24 guidelines. Where necessary, standard thresholds may
be applied Although it is preferred that program participants not receive utility incentives payments, in
exchange for expedited approval of their requested building permits or land use, ability to participate in
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2006-2008 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION
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both the expedite and incentive programs may be considered. Both strategies will be reviewed during
the initial phases of the program.
. MlIDicipal Energy BMPs Education Project: Stafffrom Southbay cities have continually expressed
their desire to participate in energy efficiency programs available from SDRBO and SDG&E.
Unfortunately, due to competing priorities, staff from South bay cities have not dedicated time or
resources to pursuing potential energy retrofit projects. Staff believes that the major barrier to
participating in energy efficiency programs is their City's lack of policies related to energy
management The goal of the Municipal Energy BMPs Education project workshop series is to assist
cities develop energy action plans for Council adoption to manage energy more effectively. The City
of Chula Vista's C02 Reduction Plan will be used as a model for the workshops. By the end of the
fourth workshop, participating cities will have an Energy Action Plan to reduce their energy use.
7. Program Outcomes
The program is a savings, education and outreach program, which will deliver net energy savings, peak
demand savings and sustained efficiency at City facilities, for residents, multi-family housing units and at
other Cities.
The desired outcomes of the ECO Partoership are to:
o Enable the City to pursue energy efficiency projects and implement demand
response at City owned facilities,
o Enable residents to take action by educating residents about energy efficient
technology and energy conservation best management practices,
o Enable and motivate developers to invest in energy efficiency upgrades for
multi-dwelling units by expediting the City's plan review and permitting
process,
o Enable Southbay cities to institutionalize energy efficiency and conservation
into their practices by providing a step-by-step approach to developing and
implementing locally adopted policies.
8. Program Strategy
The City will assign an Energy Administrator to oversee general management of the ECO Program. The
Energy Administrator will be responsible for coordinating with SDG&E, SDRBO and other third party
provider staff to ensure ECO Program projects work plans are developed and implemented to meet
established goals and objectives. The Energy Administrator will also coordinate efforts with internal and
external partoers to develop effective outreach and marketing material to ensure program clarity. The
program strategies that will be used are:
. Residential New Construction
. Residential Target Marketing
8.1.1 Program Strategy Description
Residential New Construction:
The program strategy for this part of the program is to expedite plan review and permitting to incent builders
to include more energy efficient measures into condos converted from apartments. The City will reach
condominium conversions developers by modifying plan review and permit applications to inform developers
about the expedite process.
Residential Target Marketing
There are several parts to this strategy. The first is to provide face-te-face energy efficiency and conservation
outreach to low income, elderly and other hard-te-reach customers. This will be done thorough mobile energy
efficiency and conservation outreach exhibits (ECO Ex1u'bits) staffed by trained personnel. The mobile ECO
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2006-2008 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION
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Exhibits will be located at City facilities and at regional centers such as shopping centers and malls throughout
the Southbay. The second is to share lessons learned and best management practices (BMPs) with Southbay
cities through a series of four workshops. The last element is to provide the City with funding to hire
dedicated energy staff. Energy staff funded by the partnership will develop retrofit projects for both new and
existing City buildings and facilities, working with SDG&E's Saving's by Design and Sustainable
Communities Program to design and build City facilities that are at least 20% more energy efficient than state
standards.
8.1.2 Program Indicators
Encourage condominium conversion developers to upgrade the energy efficiency of converted units by
committing to complying with applicable Title 24 requirements and by further incorporate measures that go
beyond Title 24 requirements by at least 10% or by reducing energy use for each unit
Increase public awareness by assisting an average of 160 people per day (average of 40 people per day at each
ECO Exhibit) access and participate in energy efficiency and conservation programs.
Sponsor and coordinate at least four energy efficiency and conservation workshops for cities every year. The
goal of the workshop series is to initially assist South Bay cities develop energy action plans to manage
energy.
Major program objectives for the ECO Program projects are as follows:
City Energy Efficient Facilities Showcase Project: Reduce the City's energy use by 5% per year for a
cumulative reduction of 15% by 2008 relative to 2005 energy use.
Eeo Exhibit Project: Increase public awareness by assisting an average of 160 people per day (average of
40 people per day at each ECO Exhibit) access and participate in energy efficiency and conservation
programs.
Energy Efficient Housing Project: Encourage condominium conversion developers to upgrade the energy
efficiency of converted units by committing to complying with applicable Title 24 requirements and by further
incorporate measures that go beyond Title 24 requirements by at least 10"10 or by reducing energy use for each
unit by an average of 515 k W -br and IS therms per month. Participating developers will receive expedited
plan review and permitting. At least 500 condominiums per year will be targeted for upgrades for a total of
1,500 energy efficient condominiums by 2008.
Municipal Energy BMPs Education Projcet: Sponsor and coordinate at least four energy efficiency and
conservation workshops for cities every year. The goal of the workshop series is to initially assist South Bay
cities develop energy action plans to manage energy. By the four"Jl workshop, participating cities will have an
Energy Action Plan to reduce their energy use. Workshops will be targeted to east county cities in year 2 and
north county cities in year 3.
9. Program Objectives
Major program objectives for the ECO Program projects are as follows:
City Energy Efficient Facilities Showcase Project: Reduce the City's energy use by 5% per year for a
cumulative reduction of 15% by 2008 relative to 2005 energy use.
Eeo Exhibit Project: Increase public awareness by assisting an average of 160 people per day (average of
40 people per day at each ECO Exhibit) access and participate in energy efficiency and conservation
programs.
Energy Efficient Housing Project: Encourage condominium conversion developers to upgrade the energy
efficiency of converted units by committing to complying with applicable Title 24 requirements and by further
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2006-2008 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION
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incorporate measures that go beyond Title 24 requirements by at least 10% or by reducing energy use for each
unit by an average of 515 k W.hr and 15 therms per month. Participating developers will receive expedited
plan review and permitting. At least 500 condominiums per year will be targeted for upgrades for a total of
1,500 energy efficient condominiums by 200&.
Municipal Energy BMPs Education Project: Sponsor and coordinate at least four energy efficiency and
conservation workshops for cities every year. The goal of the workshop series is to initially assist South Bay
cities develop energy action plans to manage energy. By the fourth workshop, participating cities will have an
Energy Action Plan to reduce their energy use. Workshops will be targeted to east county cities in year 2 and
north county cities in year 3.
10. Program Implementation
The ECO Program consists of four projects to overcome barriers to implementing and participating in energy
efficiency and conservation programs. Each project aims to achieve energy efficiency and conservation
through a combination of energy efficiency retrofit projects at City facilities, public education and outreach at
high traffic community destinations, expedited plan review and permitting services for condominium
conversion projects and best management practices workshops for County cities. The projects and
implementation plans are described below:
a) City Energy Effident Facilities Showcase Project
The goal of this element is to facilitate installation of energy efficiency measures
and development of efficiency and conservation outreach best management
practices (BMPs) for City facilities and employees by providing the City with
funding to hire dedicated energy staff. Energy staff funded by the partnership will
develop retrofit projects for City buildings and facilities. For existing facilities,
energy staff will work with the San Diego Regional Energy Office's (SDRBO) to
participate in SDG&E's Energy Savings Bid Program. SDREO will assist the City
to assess opportunities through audits and identify incentives, development of an
implementation plan, access project incentives, develop a funding mechanism and
coordinate project execution to achieve energy savings. For new facilities, energy
staff will work with SDG&E's Saving's by Design and Sustainable Communities
Program to design and build City facilities that are at least 20% more energy
efficient than state standards. Energy staffwill also work to develop, implement
and train City personnel about energy BMPs to improve energy conservation
practices by employees. The City's goal is to reduce baseline energy use at City
facilities by at least 5% per year over the three-year period. The City's energy
goals are captured in SDG&E's Energy Savings Bid Program.
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2006-2008 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION
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b) ECO Exhibit Project
The goal of this element is to provide face-to-face energy efficiency and
conservation outreach to low income, elderly and other hard-to-reach
customers. This project will reach the target audience through mobile energy
efficiency and conservation outreach exhibits (ECO Exhibits) staffed by
trained personnel. The mobile ECO Exhibits will be located at City facilities
and at regicnal centers such as shopping centsrs and malls throughout the
Southbay and potentially countywide. Specifically, the mobile ECO Exhibits
locations will include but are not limited to a local City hall, at libraries,
recreational centers, police stations, local shopping centers and regional
shopping malls. The ECO Exhibits will be used to engage the target audience
to learn about energy efficiency and energy conservation. Trained personnel
will demonstrate energy efficient technology available in the marketplace to
residents, educate residents about low or no.cost energy conservation
practices, assist residents access programs offered by energy conservation
program providers such as SDG&E and SDREO, allow residents to conduct
home energy audits via the internet and direct residents to EnergyStar
product retailers. The ECO Exhibits will also coordinate with SDG&E's
Hard.to-Reach Lighting Turn.in Program to market and provide a venue for
hard to reach customers to exchange inefficient lights for more efficient
lights. Lastly, the ECO Exhibits will serve as an outlet to recruit participants
for SDREO's Shade Tree Program.
c) Energy Efficient Housing Project:
The goal of this element is to improve the energy efficiency of existing multi.family
housing units that are proposed for conversion from apartments to condominiums by
providing expedited plan review and permitting services. The City will reach
condominium conversions developers by modifying plan review and permit
applications to inform developers about the expedite process.
Ii) Municipal Energy BMPs Education Project
The goal of this element is to share lessons learned and BMPs with Southbay cities
through a series of four workshops. In November 2000, the City adopted a C02
Reduction Plan to reduce the City's greenhouse gas emissions. The C02 Plan's goala
are to reduce the City's reliance on fossil fuel and to improve the energy efficiency of
City buildings and facilities. Since 1990, the City has retrofitted and constructed
buildings and facilities that are more energy efficient than the State's conservation
standards (Title 24). The City will use existing forums and outlets to reach Southbay
cities. The City will use the C02 Plan as a model to encourage and assist other cities
develop their own strategic plan to achieve energy efficiency at their facilities and to
incorporate low or no cost energy conservation BMPs into how they do business. The
project's goal is to enable Southbay cities to develop and adopt strategic policies to
improve their energy efficiency and reduce their environmental impact.
11. Customer Description
City facilities and staff, residents, condominium conversion developers, Southbay cities in San Diego County
are eligIble to participate in ECO Partoership programs.
12. Customer Interlace
. City Energy Efficient Facilities Showcase Project: The Energy Administrator will
coordinate internally with city staff to develop and implement retrofit projects for City
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facilities. As described in the SDG&E's Energy Savings Bid Program, public agencies
including the City of Chula Vista will receive the following energy efficiency project
related services from the San Diego Regional Energy Office (SDRED) at no cost:
o Energy audits
o Technical assistance, and
o Incentive documentation/processing
. EeO Exhibit Project: The Energy Administrator will coordinate with SDREO,
SDG&E, cities and the County to develop and place the mobile ECO Exhibits in bigh
traffic locations. The ECO Exhibits staff will serve to engage customers to participate in
energy efficiency and conservation programs. ECO Exhibits customers will have an
opportunity to learn about energy efficient technology, receive information about low-or-
no cost energy conservation best management practices and receive direct assistance to
access offerings from other program providers.
. Energy Efficient Housing Project: The Energy Administrator will coordinate with
SDG&E and the City's Planning and Building staff to streamline the City's plan review
and permitting process application for condominium conversions projects. The Energy
Administrator will also act as a liaison between the City's Planning and Building staff
and developers to resolve any potential issues.
. Municipal Energy BMPs Education Project: The Energy Administrator will work
with SDREO and SDG&E to develop a series of foux workshops per year to assists cities
develop individual strategic plans to manage their energy use and budget more
effectively. The Energy Ailmini>:t;rator will base the workshops on the City of Chula
Vista's C02 Reduction Plan. The C02 Plan guides the City's effort to reduce reliance on
fossil fuel, improve energy efficiency for buildings and vebicles and to reduce the City's
overall impact on the environment. The workshops will be marketed to cities through
existing working group technical committees such as San Diego County's pollution
Prevention Committee and SANDAG's Energy Working Group.
13. Energy Measures snd Program Activities
13.1. Prescriptive Measures
See SDG&E February 1, 2006 Filiog Workbook.
13.2. kWh LevelData-
See SDG&E Februa.")' I, 2006 Filing Workbook.- Savings are included in the Energy Savings Bid
Program
13.3. Non-Energy Activities-
Audits, Education and Technical Assistance may be utilized
14. Subcontractor Activities
None
15. Quality Assurance and Evaiustion Activities
Quality assurance for city facilities projects will consist of on-site inspections by SDRBO through
SDG&E's Energy Savings Bid Program. Quality assurance for condominium conversion projects
will consist of on-site inspections by SDG&E's utility inspection department.
An evaluation plan will be developed in accordance with the soon to be developed EM&V
Protocols. Tbe CPUC Energy Division will be holding meetings, workshops and possibly
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2006-2008 CITY OF CHULA VlSTAENERGY EFFICIENCY AND CONSERVATION
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hearings throughout the summer to develop these Protocols. SDG&E looks forward to
participating and commenting on those activities and plans to file EM& V plans for all programs on
October I, 2005 in conjunction with the ED, CEC, and the other IOUs
16. Marketing Activities
The City will work with, SDREO, SDG&E, City of San Diego and the County of San Diego to
develop and distribute marketing material to promote the ECO Partnership Programs to target
customers through new and existing distribution channels. These channels will include but are
limited to the four mobile ECO Exhibits, governing board meetings, public access cable stations,
partner websites, partner publications (Chula Vista Spotlight), employee newsletters and local
community newspapers.,
17. CPUC Objective
The Energy ECO Partnership betweeu SDG&E and the City of Chula Vista is a community wide
effort that will enable the City, residents, developers and Southbay cities to implement sustainable
energy efficiency and conservation measures. The program supports the CPUC objectives of
minimizing lost opportunities and increasing the pursuit and implementation of cost-effective
energy efficiency.
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2006-2008 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERV ATWN
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EXHIBIT B
EM&VPLAN
[TO BE ATTACHED WHEN ISSUED BY THE COMl\fiSSION]
2006-2008 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION
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EXHIBIT C
REPORTING REQUIREMENTS
1. Reporting
1.1 City shall provide SDG&E with the requisite information, in accordance with Section 9.4 of the
Agreement, on the prior month's activities, accomplishments and expenditures related to its respective
Authorized Work obligations, for purposes of preparing the Monthly, Quarterly and Annual Reports.
1.2 SDG&E shall provide City in accordance with the provisions of Section 25 of the Agreement, or
otherwise make available to City on SDG&E's website, a copy of the filed Monthly Report within five
(5) Business Days after filing.
2. Monthly Report
2.1 Program Data - A spreadsheet table or tables listing which includes the following infonnatlon:
Program Costs (cast reported cumulative-ta-date (also referred to as inception-to-date))
a. Program identification number as provided by the Program Administrator
b. Program name
c. Total cumulative program authorized budget as adopted by the Commission
d. Total cumulative program operating budget which includes any mid-course budget modifications
(e.g., fund shifts)
e. Total cumulative program expenditures
f. Total program expenditures far the report month
g. Total cumulative commitments (limited to incentive commitments)
Program Impacts (cast reported cumulative-ta-date (also referred to as inception-to-date))
a. Total cumulative net kW, kWh, and Therm savings projections
b. Total cumulative achieved net kW, kWh and Therm savings
c. Total achieved net kW, kWh and Therm savings for the report month
d. Total committed (limited to incentive commitments) net kW, kWh and Therm savings
2.2 Program ChangeslNew Program Information
If applicable, the foilawmg information should be reported in the Monthly report:
a. Identification of program with operating budgets reduced during the report month
b. Identification of program with operarillg budgets increased during the report mouth
c. Identification of program terminated during the report month
3. Quarterly Report
3.1 Portfolio Benefit/Cost Metrics (ClmIlwative to Date)
a. Total cost to billpayers ('IRC, administrative cost and incremental cost per the Standard Practice
Manual)
b. Total savings to billpayers ('IRe)
c. Net benefits to billpayers ('IRC)
d. TRC Ratio
e. PACRatio
t: Cost per kWh saved (centsIkWh) (PAC)
g. Cost per therm savings ($/therm) (PAC)
2006-2008 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION
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3.2 Measure List -A spreadsheet table for each program or program elementl containing each measure
installed, service rendered, or measure/service committed during the report month for which the
Program Implementer intends to claim savings. The Program Implementer should include any new
measures as part of the quarterly report. The list should display each measure as it is tracked and
recorded by the implementer and should include the following parameters at a minimum:
a. Name of Measure or Service Rendered
b. Measure or Service Description
c. DEER Measure ID (where applicable)
d. DEER Run ID (where applicable)
e. Unit Definition
f. Unit gross kWh savings
g. Unit gross Thorms savings
h. Unit gross kW demand reduction
i. Incremental Measure Cost
j. Net to Gross Ratio
k. Effective Useful Life
l. Detailed end use classification (using classification scheme in section 6)
m. Quantity Installed during report period
n. Quantity Committed during report period
o. Rebate amount paid
p. Market Sector classification (using classification scheme in section 6)
q. Market Segment classification (using classification scheme in section 6)
3.3 Expenditures for the program per cost reporting format below (Appendix to Attachment contains list
of allowable costs) :
a. Commission Authorized Budget
b. Operating Budget
c. Total Expenditures
i. Administrative Cost
ii. Marketing/Advertising/Outreach Costs
iii. Direct Implementation
3.4 GBI Report - Progress towards achieving goals of the Green Building Initiative, if applicable
(Cumulative results)
a. Estimate of expenditures on program activities that contribute towards GBl goals (including both
public and non-public commercial participants)
b. Net cumulative achieved kW, kWh and Therm savings contnlmting towards GBI goals.
c. Net achieved kW, kWh and Therm savings contributing towards GBI goals for the quarter.
d. A description of non-resource program activities that support the Green Building Initiative,
including marketing and outreach activities.
e. Estimate of square footage affected by program activities supporting the Green Building Initiative
f. Items b, c and e above disaggregated by:
1. 2-digit NAlCS code
li. Aggregated end use classification (using classification scheme in section 5)
3.5 Program Narratives - For the program, a description of the program activities occurring during the
quarter.
a. Administrative activities
b. Marketing activities
1 Identification of distinct programs and program elements may be determined by CPUC staff at a
later time.
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c. Direct Implementation activities
d. City's assessment of program perfonnance and program status (is the program on target, exceeding
expectations, or falling short of expectations, etc.)
e. For non-resource programs and program elements (programs or program elements that are not
claiming direct energy impacts), a discussion of the stams of program achievements.
f. Discussion of changes in program emphasis (new program elements, less or more emphasis on a
particular delivery strategy, program elements discontinued, measure discontinued, etc.)
g. Discussion of near tenn plans for program over the coming months (e.g., marlceting and outreach
efforts that are expected to significantly increase program participation, etc.)
h. Changes to staffing and staff responsibilities, if any
i. Changes to contacts, if any
j. Changes to subcontractors and subcontractor responsibilities, if any
k. Number of customer complaints received
1. Program Theory and Logic Model ifnot already provided in the program's implementation plan,
or if revisions have been made.
3.6 Utility Quarterly Reports - SDG&E shal1 provide City a copy of the tiled Quarterly Report within
two (2) Business Days after filing with the Commission in accordance with the provisions of the
Agreement
4. Annual Reports
The fonnat and content of the annual report is expected to be developed by the CPUC in fall 2006. The Program
Implementer will be required to fulfill these reporting obligations for their program.
5. Reporting Terminology DefinitlQl's
Adopted Program Budget - The program budget as it is adopted by the Commission. Inclusive of costs (+1-)
recovered from other sources.
Operating Program Budget - The program budget as it is defined by the program administrators for internal
program budgeting and management purposes. Inclusive of costs (+1-) recovered from other sources.
Direct Implementation Expenolitures - Costs associated with activities that are a direct interface with the customer
or program participant or recipient (e.g., contractor receiving training). (Note: This is still an open issue, the items
included in this definition may be changed by the CPUC pending discussion on the application of the State's
Standard Practice Manual.)
Report Month - The month for which a pa.Tticu1ar monthly report is providing data and information. For example,
the report month for a report covering the month of July 2006, but prepared and delivered later than July 2006,
would be July 2006.
Prov"m Strategy - The method deployed by II program in order to obtain program participation.
Program Element - A subsection of a program, or body of program activities within which a single program
strategy is employed. (Example: A body of program activities employing both an upstream rebate approach and a
direct insta1lapproach is not II single program element)
6. Mea.ure CIa..i1lcation
M....ure End-Use Cla.sification
Each energy efficiency measure reported should be classified into one of the following end-use categories
36
2006-2008 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION
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Residential End Uses
Detailed End Use
Clothes Dryer
Clothes Washer
Consumer Electronics
Cooking
Dishwasher
Other Appliance
Building Shell
Space Cooling
Space Heating
Interior Lighing
Exterior Lighting
Pool Pump
Freezers
Refrigeration
Water Heating
Other (U.er Entered Text SlJiog De.cription)
Nonresidential End Uses
Detailed End Use
Building Shell
Space Cooling
Space Heating
Ventilation
Daylighting
Interior Lighting
Exterior Lighting
Office Equipment
Compressed Air
Cooking
Food Processing
Motors
Process Cooling
Process Heat
Process Steam
Pumps
Refrigeration
Other (Us.r Entered T.xt String Description)
Aggregated End Use
Appliances
Appliances
Consumer Electronics
Cooking Appliances
Appliances
Appliances
HVAC
HVAC
HVAC
Lighting
Lighting
Pool Pump
Refrigeration
Refrigeration
Water Heating
Other
Aggregated End Use
HVAC
HVAC
HVAC
HVAC
Lighting
Lighting
Lighting
Office
Process
Process
Process
Process
Process
Process
Process
Process
Refrigeration
Other
M....ure Market SectorlM..rket Segment C1..ssification
Where reports require market sector or market segment classification, the following classification scheme should be
used.
Market Sector
Residential
Sing Ie Family
Multi Family
Mobile Homes
Marllet Segment
NA
NA
NA
NA
37
2006-2008 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION
OUTREACH PROGRAM AGREEMENT
11-75
Nonresidential
Commercial
Industrial
Agricultural
Unknown
NAICS CODE (greater than 2 digit not required)
NAlCS CODE (greater than 2 digit not required)
NAICS CODE (greater than 2 digit not required)
NAICS CODE (greater than 2 digit not required)
NA
7. Allowable Costs
Allowable Costs Table
The cost items listed on the Allowable Costs sheet are the only costs that can be claimed for ratepayer-funded energy
efficiency work. The costs reported should be only for costs actually expended. Any financial commitments are to be
categorized as commitments. If the reporting entity does not have a cost as listed on the cost reporting sheet, then no
cost is to be reported for that item. These Allowable Cost elements are to be used whenever costs are invoiced or
reported to the program administrator. If there is a desire to include additional AlIoWllble Cost elements, the program
administrator should be contacted in order for the administrator to seek annroval from the CPUC.
313012006
Cost Cate!!ories Allowable Costs
Administrative Cost Category
Managerial and Clerical Labor
IOU Labor. Clerical
IOU Labor - Proaram Design
IOU Labor - PrOOram Development
IOU Labor - Pro<lram Plannina
IOU Labor - ProaramlProiect Manaoement
IOU Labor - Staff Manaaement
IOU Labor - Staff Supervision
Subcontractor Labor. Clerical
Subcontractor Labpr - Proaram Desion
Subcontractor Labor - Program Development
Subcontractor Labor - Proaram Plannina
Subcontractor Labor. prooramlProiect Manaoement
Subcontractor Labor - Staff Manaoement
Subcontractor Labor - Staff Supervision
Human Resource SUDDOn and Development
IOU Labor - Human Resources
IOU Labor - Staff Deveiooment and Trainina
IOU Benefits - Administrative Labor
IOU Benefits - Direct Implementation Labor
IOU Benefits - Marketina/Advertisina/Outreach Labor
IOU Pavroll Tax - Administrative Labor
IOU Payroll Tax - Administrative Labor
IOU Pavroll Tax - Administrative Labor
IOU Pension - Administrative Labor
IOU Pension - Direct Implementation Labor
IOU Pension - MarketinQ/Advertisino/Outreach Labor
Subcontractor Labor- Human Resources
Subcontractor Labor - Staff Develooment and Trainino
Subcontractor Benefits - Administrative Labor
Subcontractor Benefits - Direct Imolementation Labor
Subcontractor Benefits - Marketina/Advertisina/Outreach Labor
Subcontractor pavroll Tax - Administrative Labor
Subcontractor Pavroll Tax - Direct Implementation Labor
38
2006-2008 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION
OUTREACH PROGRAM AGREEMENT
11-76
Allowable Costs Tab!e
The cost items listed on lbe Allowable Costs sheet are the only costs that can be claimed for ratepayer-funded energy
efficiency work. The costs reported should be only for costs actually expended.. Any financial commitments are to be
categorized as commitments. If the reporting entity does not have a cost as listed on the cost reporting sheet, then no
cost is to be reported for that item. These Allowable Cost elements are to be used whenever costs are invoiced or
reported to the program administrator. If there is a desire to include additional Allowable Cost elements, the program
administrator should be contacted in order for the administrator to seek anoroval from the CPUC.
3/3012006
Cost Cateaorles Allowable Costs
Subcontractor Pavroll Tax - MarketinQ/Advertisina/Outreach Labor
Subcontractor Pension - Administrative Labor
Subcontractor Pension - Direct 1m ole mentation Labor
Subcontractor Pension - MarketinalAdvertisina/Outreach Labor
Travel and Conference Fees
IOU Conference Fees
IOU Labor. Conference Attendance
IOU Travel - Airfare
IOU Travel - Lodoino
IOU Travel - Meals
IOU Travel- Mileaae
IOU Travel. Parkina
IOU Travel - Per Diem for Misc. Exoenses
Subcontractor - Conference Fees
Subcontractor Labor - Conference Attendance
Subcontractor - Travel - Airfare
Subcontractor - Travel - Lodaina
Subcontractor - Travel - Meals
Subcontractor - Travel - Mileaae
Subcontractor - Travel - Parkina
Subcontractor - Travel - Per Diem for Misc. Expenses
OVerhead (General and Admlnlstratlvel - Labor and Materials
IOU Equipment Communications
IOU Eauipment COnlPutina
IOU Eauipment Document Reoroduction
IOU Eauioment General Office
IOU Eauipment Transportation
IOU Food Service
IOU Office Suoclies
IOU Postage
IOU Labor - Accountina Sucoort
IOU Labor - Accounts Payable
IOU Labor - Accounts Receivable
IOU Labor - Administrative
IOU Labor - Facilities Maintenance
IOU Labor. Materials Manaaement
IOU Labor - Procurement
IOU Labor. Shoo Services
IOU Labor - Transoortation Services
IOU Labor. Automated Systems
IOU Labor - Communications
IOU Labor - Infomnalion Technoloay
IOU Labor - Telecommunications
39
2006-2008 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION
OUTREACH PROGRAM AGREEMENT
11-77
Allowable Costs Table
The cost items listed on the Allowable Costs sheet are the only costs that can be claimed for ratepayer-funded energy
efficiency work. The costs reported should be only for costs actua1ly expended. Any financial commitments are to be
categorized as commitments. If the reporting entity does not have a cost as listed on the cost reporting sheet, then no
cost is to be reported for that item. These Allowable Cost elements are to be used whenever costs are invoiced or
reported to the program administrator. lfthere is a desire to include additional Allowable Cost elements, the program
administrator should be contacted in order for the administrator to seek aooroval from the CPUC.
3/30/2006
Cost Cateaories Allowable Costs
Subcontractor Eauipment Communications
Subcontractor Eouioment Comeutino
Subcontractor Eauiement Document Reoroduction
Subcontractor Eouioment General Office
Subcontractor EOuioment Transoortation
Subcontractor Food Service
Subcontractor Office Supplies
Subcontractor Postaae
Subcontractor Labor - Accountino Supoort
Subcontractor Labor - Accounts Pavable
Subcontractor Labor - Accounts Receivable
Subcontractor Labor - Facilities Maintenance
Subcontractor Labor - Materials Manaaement
Subcontractor Labor - Procurement
Subcontractor Labor - Shop Services
Subcontractor Labor - Administrative
Subcontractor Labor - Transoortation Services
Subcontractor Labor - Automated Svstems
Subcontractor Labor - Communications
Subcontractor Labor - Information Technoloav
Subcontractor Labor - Telecommunications
Marketlno/Advertisina/Outreach Cost CateaolV
IOU - Advertisements I Media Promotions
IOU - Bill Inserts
IOU - Brochures
IOU - Door Hanaers
IOU - Print Advertisements
IOU - Radio Soots
IOU - Television Soots
IOU - Website Develooment
IOU Labor - Marketing
IOU Labor - Media Production
IOU Labor - Business Outreach
IOU Labor - Customer Outreach
IOU Labor - Customer Relations
Subcontractor - BiJllnserts
Subcontractor - Brochures
Subcontractor - Door Hancers
Subcontractor - Print Advertisements
Subcontractor - Radio spots
Subcontractor - Television Spots
Subcontractor - Website Development
Subcontractor Labor - Marketing
40
2006-2008 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION
OUTREACH PROGRAM AGREEMENT
11-78
Allowable Costs Table
The cost items listed on the Allowable Costs sbeet are the only costs that can be claimed for ratepayer-funded energy
efficiency work. The costs reported should be only for costs actually expended. Any financial commi1ments are to be
categorized as commi1ments. If the reporting entity does not have a cost as listed on the cost reporting sheet, then no
cost is to be reported for that item. These Allowable Cost elements are to be used whenever costs are invoiced or
reported to the program administrator. If there is a desire to include additional Allowable Cost elements, the program
administrator should be contacted in order for the administrator to seek annroval from the CPUC.
. 3/30/2006
Cost Cateoorles Allowable Costs
Subcontractor Labor. Media Production
Subcontractor Labor - Business Outreach
Subcontractor Labor - Customer Outreach
Subcontractor Labor - Customer Relations
Direct Imolementatlon Cost Cllteoorv
Financiallncentlves to Customers
Actlvitv . Direct Labor
IOU Labor - Curriculum Develooment
IOU Labor - Customer Education and TraininQ
IOU Labor - Customer Enuipment Testina and Diaonostics
IOU Labor - Facilities Audits
Subcontractor Labor - Facilities Audits
Subcontractor Labor. Curriculum Develooment
Subcontractor Labor - Customer Education and Trainino
Subcontractor Labor - Customer Eouioment TestinQ and DiaQnostics
Installation and Service. Labor
IOU Labor - Customer Eouioment Rel'lair and ServicinQ
IOU Labor - Measure Installation
Subcontractor Labor - Customer EoulOment Reoair and ServicinQ
Subcontractor Labor - Customer Eouioment Repair and ServicinQ
Direct ImDlementatlon Hardware and Materials
iOU Audit Aoolications and Forms
IOU Direct Imolementation Literature
IOU Education Materials
IOU Energy Measurement Tools
IOU Installation Hardware
Subcontractor - Direct Implementation Literature
Subcontractor - Education Materials
Subcontractor - Enemv Measurement Tools
Subcontractor - Installation Hardware
Subcontractor -Audit APPlications and Forms
Rebate Processina and Inspection - Labor BInd Materials
IOU Labor - Field Verification
IOU Labor - Site Insoections
IOU Labor - Rebate Processino
IOU Rebate Aoolications
Subcontractor Labor - Field Verification
Subcontractor Labor - Rebate Processino
Subcontractor - Rebate Applications
41
2006-2008 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION
OUTREACH PROGRAM AGREEMENT
11-79
EXHIBIT D
MILESTONE SCHEDULE
City shall achieve, during each Program year, the following targets by December 31 of such
Program year:
Municipal Energy BMP Education Project
. Recruit & Hire intemslTemporary Expert Professionals
. Identify Interested Local Government Peer Sectors
. Contact & Survey Local Governments
. Develop Potential Workshop-Outreach Activity Schedule-Peer Input
. Conduct Targeted Workshop-Activities - that Foster Local Energy Plans
. Conduct Remaining Workshops-Activities
. Evaluate
. Identify Targets for Future Productive Outreach Activities
. Monitor Status, Record Quarterly Report and Evaluation Data
ECO Exhibit Project
. Recruit & Hire Interns/Temporary Expert Professionals
. Create EXhibit Plan & Seek Approval from all Parties
. Order Exhibit Displays and Graphics
. Establish Distribution Strategy & Schedule
. Distribute Exhibits and Implement Schedules-
. Ongoing Support & Maintenance of Exhibits
. Implement Resident Outreach Projects to Supplement Exhibits
. Monitor Status, Record Quarterly Report and Evaluation Data
Energy Efficient Housing SIWill Busmess and Mixed Use Project
. Recruit & Hire intemsrremporary Expert Professioual
. Establish Program Incentives
. Apply Incentives to Existing City Programs
. Coordinate, Communicate with Development Staff for Future Eligible Project
. Implement Projects Adequate to Meet Kilowatt & Therm Reduction Objectives,
. Monitor Status, Record Quarterly Report and Evaluation Data
City Energy Efficient Facilities Showcase Project
. Recruit & Hire Staff
42
2006-2008 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERV ATlON
OUTREACH PROGRAM AGREEMENT
11-80
. IdentifY and Prioritize FacilitiesffechnologieslServices and Policies with Greatest
Potential to Meet or Exceed Targeted Energy Reduction Goals
. Develop Contract/Service Agreements
. Implement Project Priorities
. Monitor Status, Record Quarterly Report and Evaluation Data
43
2006-2008 CITY OF CHULA VISTA ENERGY EFFICIENCY AND CONSERVATION
OUTREACH PROGRAM AGREEMENT
11-81
Exhibit B
NONDISCLOSURE AGREEMENT
In Connection with that certain Agreement to Jointly Deliver the 2006-2008 City of
Chula Vista Energy Efficiency and Conservation Outreach Program ("Partnership Agreement")
between San Diego Gas & Electric Company ("SDG&E') and the City of Chula Vista ("Other
Party") relating to the implementation of the Program described therein ("Transaction"), SDG&E
anticipates disclosing to Other Party, and Other party may learn of, Confidential Information (as
defmed below). Capitalized terms used herein but not defmed herein shall have their meanings set
forth in the partnership Agreement. As a condition to such disclosure by SDG&E to each of the
Other Party's directors, officers, employees, agents or advisors who have a direct need to access
such Confidential Information for the purpose of carrying out the Transaction (collectively
"Representatives"), the parties hereby agree as follows:
1. DEFINITION
"Confidential Information" shall mean proprietary information concerning the business,
operations and assets of SDG&E, its present and future direct or indirect subsidiaries or affiliates,
whether or not prepared in connection with the Transaction, which may include, without
limitation, Confidential Customer Information (as defined in the Partnership Agreement), any
business plans, documentation, source code, object code, diagrams, flow charts, research,
development, processes, marketing techniques and materials, development or marketing
timetables, strategies, development plans, customer, supplier or employee names or information,
pricing policies and financial and valuation information, and other Information of a similar nature
whether or not reduced to writing or other tangible form, and any trade secrets, whether or not
defined as "trade secrets" under the Uniform Trade Secrets Act of California, excluding
Information (1) known to Other party or its Representative prior to obtaining the same from
SDG&E; (2) in the public domain at the time of disclosure by Other party; (3) obtained by Other
Party or its Representative from a third party who did not receive same, directly or indirectly,
from SDG&E subject to an binding and enforceable nondisclosure agreement; or (4) approved for
release by written authorization of an authorized officer of SDG&E.
2. LIMITED USE; NONDISCLOSURE
Other Party hereby agrees that it shall use, and shall cause its Representatives to use, the
Confidential Information solely for the purpose of carrying out the Transaction, and not in any
way detrimental to SDG&E, and that only its Representatives shall have access to the
Confidential Information. Other party shall not, and shall cause its Representatives not to, (i) use
the Confidential Information for its or its Representatives' own benefit other than for the limited
purposes set forth herein, or (Ii) make any copies, backups or abstracts of such Confidential
Information, however stored, without first obtaining the prior written consent of SDG&E unless
necessary for the implementation or completion of the Transaction. Other party agrees to use the
same degree of care it uses with respect to its own proprietary or confidential information oi" a
reasonable standard of care to prevent unauthorized use or disclosure of the Confidential
Information. Except as otherwise provided herein, Other Party will keep confidential and not
disclose, and shall cause its Representatives to keep confidential and not disclose, the
Confidential Information to any third party. Other Party shall cause each of its Representatives to
become familiar with, and abide by, the terms of this Agreement.
1
11-82
3. COURT OR ADiMINISTRATIVEORDER
Notwithstanding the provisions of Article 2 above, Other Party and its Representatives may
disclose any of the Confidentiallnfonnation in the event,.but only to the extent, that, based upon
advice of counsel, it is required to do so by the disclosure requirements of any law, rule, or
regulation or any order, decree, subpoena or ruling or other similar process of any court,
governmental agency or governmental or regulatory authority. Prior to making or permitting any
of its Representatives to make such disclosure, Other Party shall provide SDG&E with prompt
written notice of any such requirement so that SDG&E (with Other Party's assistance) may seek a
protective order or other appropriate remedy.
4. PUBLICITY
Without the prior written consent of SDG&E, Other Party shall not, and shall cause its
Representatives not to, disclose to any person (i) the fact that the Confidential Information has
been made available to Other party or its Representatives, or (ii) any information regarding the
ongoing discussions between the parties, including the fact that such discussions are occurring; ,
however, that Other Party and its Representatives may disclose the information described in
clauses (i) and (ll) above if such disclosure is required under any of the circumstances described
in Article 3 above, in which case the procedures specified therein with respect to such disclosure
shall apply.
5. DOCUMENT RETENTION
At any time upon the request of SDG&E, Other Party shall promptly deliver (and return, if
applicable) to SDG&E or destroy (with such destruction to be certified to SDG&E) (i) all
Confidential Information existing in written form or recorded in any other tangible medium (and
all copies, abstracts and backups thereof, however stored) furnished to Other Party or any of its
Representatives, (Ii) all portions of all documents, instruments, data, reports, plans, specifications,
abstracts and media (and all copies, abstracts and backups thereof, however stored) furnished to
or prepared by Other party or any of its Representatives that contain Confidential Information,
and (iii) all other portions of all documents, installments, data, reports, plans, specifications,
abstracts and media (and all copies, abstracts and backups thereof, however stored) in Other
Party's or its Representatives' possession that contain or that are based on or derived from
Confidential Information. Notwithstanding the foregoing, Other Party may retain one copy of any
work product produced by Other Party in the course of carrying out the Transaction for its own
archival records (in which case the other confidentiality obligations contained in this Agreement
shall continue to apply) or to comply with any disclosure requirement of any regulatory authority
having jurisdiction over the Transaction.
6. SURVlV AL
Notwithstanding the return or destruction of all or any part of the Confidential Information, the
terms of this Agreement shall nevertheless remain in full force and effect with respect to specific
Confidential Information until the date that is five (5) years after the date of disclosure of sucll
Confidential Information, except that the terms of this Agreement shall remain in full force and
effect with respect to Confidential Customer Information in perpetuity.
2
11 -83-
7. ASSIGNMENT
Other party may not assign (by operation of law or otherwise) any of its rights or obligations
hereunder without the prior written consent of SDG&E.
8. REMEDIES
The parties acknowledge that the Confidential Information is valuable and unique, and that
damages would be an inadequate remedy for breach of this Agreement and the obligations of
Other Party and its Representatives are specifically enforceable. Accordingly, the parties agree
that in the event ofa breach or threatened breach of this Agreement by Other Party, SDG&E shall
be entitled to seek an injunction preventing such breach, without the necessity of proving
damages or posting any bond. Any such relief shall be in addition to, and not in lieu of, money
damages or any other legal or equitable remedy available to SDG&E.
9. NO IMPLIED LICENSES
Nothing in this Agreement will be construed as granting any rights to the Other Party, by license
or otherwise, to any Confidential Information, except as specifically stated in this Agreement.
10. NONWAIVER
It is understood and agreed that no failure or delay by SDG&E in exercising any right, power or
privilege available hereunder or under applicable law shall operate as a waiver thereof, nor shall
any single or partial exercise thereof preclude any other or further exercise thereof the exercise of
any other such right, power or privilege.
11. ENTIRE AGREEMENT; AMENDMENT
This Agreement contains the entire agreement between the parties with respect to the subject
matter hereof, and may be amended only in writing signed by both parties. This Agreement
supersedes any previous confidentiality or nondisclosure agreement or contractual provisions
between the parties to the extent they relate to the subject matter hereof.
12. GOVERNING LAW
The formation, interpretation and performance of this Agreement shall be governed by the
internal laws of the State of California.
13. ATIORNEYS' FEES
If any action at law or in equity is brought to enforce or interpret the provisions 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 allocated costs
and fees of in-house counsel, incurred therein by the prevailing party.
14. VENUE AND ,JURISDICTION
In the event of any litigation to enforce or interpret any terms of this Agreement, the parties agree
that such action will be brought in the Superior Court of the County of San Diego, California (or,
if the federal courts have exclusive jurisdiction over the subject matter of the dispute, in the U.S.
3
11-84
District Court for the Southern District of California), and the parties hereby submit to the
exclusive jurisdiction of such courts.
15. NOTICES
All notices to be given under this Agreement shall be in writing and either sent by (i) a nationally
recognized overnight courier service, in which case notice shall be deemed delivered as of the
date shown on the courier's delivery receipt; (ll) telecopy during business hours of the recipient,
with a copy of the notice also deposited in the United States mail (postage prepaid) the same
business day, in which case notice shall be deemed delivered on transmittal by telecopier
provided that a transmission report is generated reflecting the accurate transmission of the
notices; or (iii) United States mail, postage prepaid, in which case notice shall be deemed
delivered as of two business days after deposit in the mail, addressed as follows:
lfto SDG&E:
With a copy to:
If Other Party:
San Diego Gas & Electric Company
8306 Century Park Court, CP42D
San Diego, CA 92123-1530
Facsimile: (858) 654-0311
Attn: Julie Ricks
Sempra Energy
101 Ash Street
San Diego, CA 92101
Facsimile: (619) 696-4670
Attn: General Counsel
City ofChula Vista
276 Fourth Avenue
Chula Vista, CA 91910
Telephone: 619-409-5870
Facsimile: 619-476-5310
Attn: Michael Meacham
These addresses may be changed by written notice to the other Party provided that no notice of a
change of address shall be effective until actual receipt of the notice. Copies of notices are for
informational purposes only, and a failure to give or receive copies of any notice shall not be
deemed a failure to give notice.
16. SA VlNGS CLAUSE; EFFECT OF UNIFORM TRADE SECRETS ACT
If any provision of this Agreement or the application thereof to any person, place, or
circumstance, shall be held by a court of competent jurisdiction to be invalid, unenforceable, or
void, the remainder of the Agreement and such provisions as applied to other persons, places, and
circumstances shall remain in full force and effect. In the event of any conflict between any
provision hereof and any provision of the Uniform Trade Secrets Act of California, the provision
affording the greater degree of protection to the disclosing party shall control.
17. NO REPRESENTATION OR WARRANTY
Other Party acknowledges and agrees that neither SDG&E nor any of SDG&E's representatives
or agents is making any representation or warranty, express or implied, as to the accuracy or
4
11-85
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date last
written below.
City OfCh~ista ~
By:
havid ;' Garcia
Name:
Approved as to legal form
~f-_~ cA- ~
Ann Moore f-r'.--'
City Attorney
Title: Citv Mana!!er
Date: '6l~~ol
SAN DmGO GAS & ELECTRIC COMPANY
~~~~
Name: tlltIlIr eff/t1t~f P~~/#,P Approved as to legal form
,-, . /; ... A fl1 ,lJ?V~l:'lZ I
Title: ~t<- ~. ..>r"~ see.... ~ {IS o?-
.A /. . ~ (Attorney's initials)
Date: uL!.S// tJ ;z-
11-&9
RESOLUTION NO. 2008-
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA APPROVING THE FIRST AMENDMENT TO
THE. AGREEMENT WITH DOUGLAS R. NEWMAN
RELATED TO THE WORK OF THE NATIONAL ENERGY
CENTER FOR SUSTAINABLE COMMUNITIES AND THE
CHULA VISTA RESEARCH PROJECT TO ANALYZE HOW
THE RESULTS OF THE CHULA VISTA RESEARCH
PROJECT RELATE SPECIFICALLY TO CALIFORNIA'S
GLOBAL WARMING SOLUTIONS ACT OF 2006 (AB 32)
AND INCREASING THE CONTRACT AMOUNT BY TEN
THOUSAND DOLLARS ($10,000)
WHEREAS, the National Energy Center for Sustainable Conununities (NECSe) was
founded by the City of Chula Vista, San Diego State University (SDSU), and the Gas
Technology Institute (GTI), with the support of the U.S. Department of Energy; and.
WHEREAS, the NECSC's rnission is to promote healthier and more productive
conununities by integrating cleaner energy systems and energy-smart planning and design into
new development and redevelopment projects; and
WHEREAS, the NECSC is currently undertaking the Chula Vista Research Project
(CVRP), which will research technologies, plans, public policies and market-feasible business
models for energy- and resource-efficient conununity development in Chula Vista; and
WHEREAS, the NECSC intends to publish the results of the research in the form of
reference guides; and
WHEREAS, pursuant to Resolution No. 2008-002, the City Council approved an
agreement with Douglas R. Newman to promote these reference guides and have them
disseminated to local and state governmental agencies and private development companies
throughout California; and
WHEREAS, the State legislature adopted the California's Global Warming Solutions Act
of2006 (AB 32); and
WHEREAS, staff seeks to amend the contract with Mr. Newman to allow for a sub-
consultant who will analyze the results of the CVRP as they relate to AB 32.
J:\Attorney\RESO\AGREEMENTS\Douglas Newman Agreement First Amendment 04-22-08.doc
- 11-87
Resolution No. 2008-
Page 2
NOW, THEREFORE BE IT RESOLVED by the City Council of the City ofChula Vista
as follows:
1. That it approves the First Amendment to the Agreement between the City and
Douglas R. Newman related to the work of the National Energy Center for
Sustainable Communities and the Chula Vista Research Project to analyze how the
results of the Chula Vista Research Project relate specifically to California's Global
Warming Solutions Act of 2006 (AB 32) and increases the contract amount by ten
thousand dollars ($10,000).
2. That it authorizes the Mayor to execute the First Amendment to the Agreement.
Presented by
Approved as to form by
David R. Garcia
City Manager
~. 'I
\ )!~ t..<L
Ann Moore
City Attorney
~
J:\Attomey\RESO\AGREEMENTS\Douglas Newman Agreement First Amendment_04-~-~.~c8 8